10-Q

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2005

OR

¨ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

Commission file number 1-12989

SunGard^® Data Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware	51-0267091
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

680 East Swedesford Road, Wayne, Pennsylvania 19087

(Address of principal executive offices, including zip code)

484-582-2000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ¨    No  x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

There were 100 shares of the registrant’s common stock, par value $.01 per share, outstanding at September 30, 2005.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

SUNGARD DATA SYSTEMS INC.

AND SUBSIDIARIES

INDEX

		PAGE
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Balance Sheets as of December 31, 2004 for the Predecessor and September 30, 2005 (unaudited) for the Successor	1
	Consolidated Statements of Operations (unaudited) for the nine months ended September 30, 2004 and for the period from January 1, 2005 through August 10, 2005 for the Predecessor and for the period from August 11, 2005 through September 30, 2005 for the Successor	2
	Consolidated Statements of Operations (unaudited) for the three months ended September 30, 2004 and for the period from July 1, 2005 through August 10, 2005 for the Predecessor and for the period from August 11, 2005 through September 30, 2005 for the Successor	3
	Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2004 and for the period from January 1, 2005 through August 10, 2005 for the Predecessor and for the period from August 11, 2005 through September 30, 2005 for the Successor	4
	Consolidated Statement of Stockholders’ Equity (unaudited) for the period from January 1, 2005 through August 10, 2005 for the Predecessor and for the period from August 11, 2005 through September 30, 2005 for the Successor	5
	Notes to Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	38
Item 4.	Controls and Procedures	38
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults upon Senior Securities	39
Item 4.	Submission of Matters to a Vote of Security Holders	39
Item 5.	Other Information	40
Item 6.	Exhibits	41
SIGNATURES		44

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

SunGard Data Systems Inc.

Consolidated Balance Sheets

(In thousands, except share and

per-share amounts)

	Predecessor			Successor
	December 31, 2004			September 30, 2005
				(unaudited)
Assets
Current:
Cash and equivalents	$	674,946		$	303,458
Trade receivables, less allowance for doubtful accounts of $50,036 and $24,657		618,181			397,463
Earned but unbilled receivables		117,564			79,753
Prepaid expenses and other current assets		108,766			139,317
Clearing broker assets		232,450			422,793
Retained interest in accounts receivable sold		—			150,536
Deferred income taxes		42,579			43,606
Total current assets		1,794,486			1,536,926
Property and equipment, less accumulated depreciation of $924,895 and $27,541		620,293			716,980
Software products, less accumulated amortization of $415,950 and $26,896		352,722			1,241,391
Customer base, less accumulated amortization of $213,393 and $27,892		556,965			2,704,123
Other tangible and intangible assets, less accumulated amortization of $25,816 and $985		45,958			233,361
Trade name		—			770,000
Goodwill		1,824,217			7,260,336
Total Assets	$	5,194,641		$	14,463,117
Liabilities and Stockholders’ Equity
Current:
Short-term and current portion of long-term debt	$	45,332		$	49,614
Accounts payable		60,334			60,093
Accrued compensation and benefits		179,638			190,287
Other accrued expenses		252,381			290,915
Clearing broker liabilities		208,730			411,866
Deferred revenue		629,710			653,863
Total current liabilities		1,376,125			1,656,638
Long-term debt		509,046			7,680,555
Deferred income taxes		57,834			1,548,052
Total liabilities		1,943,005			10,885,245
Commitments and contingencies
Stockholders’ equity:
Predecessor:
Preferred stock, par value $.01 per share; 5,000,000 shares authorized, of which 3,200,000 is designated as Series A Junior Participating Preferred Stock		—			—
Common stock, par value $.01 per share; 800,000,000 shares authorized; 292,257,243 shares issued at December 31, 2004		2,923			—
Successor:
Common stock, par value $.01 per share; 100 shares authorized, issued and outstanding at September 30, 2005		—			—
Capital in excess of par value		957,092			3,612,460
Restricted stock plans		(2,143	)		—
Retained earnings (accumulated deficit)		2,220,631			(23,071	)
Accumulated other comprehensive income (loss)		176,964			(11,517	)
		3,355,467			3,577,872
Treasury stock, at cost, 3,930,000 and 0 shares		(103,831	)		—
Total stockholders’ equity		3,251,636			3,577,872
Total Liabilities and Stockholders’ Equity	$	5,194,641		$	14,463,117

The accompanying notes are an integral part of these financial statements.

1

SunGard Data Systems Inc.

Consolidated Statements of Operations

(In thousands)

(Unaudited)

	Predecessor						Successor
	Nine months ended September 30, 2004			Period from January 1, 2005 through August 10, 2005			Period from August 11, 2005 through September 30, 2005
Revenue:
Services	$	2,364,263		$	2,125,549		$	490,719
License and resale fees		200,974			179,589			42,246
Total products and services		2,565,237			2,305,138			532,965
Reimbursed expenses		73,469			66,203			14,828
		2,638,706			2,371,341			547,793
Costs and expenses:
Cost of sales and direct operating		1,216,793			1,119,555			246,530
Sales, marketing and administration		480,987			456,003			116,837
Product development		177,541			153,657			36,390
Depreciation and amortization		162,689			141,410			32,516
Amortization of acquisition-related intangible assets		89,491			84,092			51,187
Merger costs		3,076			121,013			18,443
		2,130,577			2,075,730			501,903
Income from operations		508,129			295,611			45,890
Interest income		5,233			9,076			2,157
Interest expense		(22,173	)		(16,617	)		(88,268	)
Other income (expense)		79,362			(174	)		(2,734	)
Income (loss) before income taxes		570,551			287,896			(42,955	)
Provision (benefit) for income taxes		228,789			142,144			(19,884	)
Net income (loss)	$	341,762		$	145,752		$	(23,071	)

The accompanying notes are an integral part of these financial statements.

2

SunGard Data Systems Inc.

Consolidated Statements of Operations

(In thousands)

(Unaudited)

	Predecessor						Successor
	Three months ended September 30, 2004			Period from July 1, 2005 through August 10, 2005			Period from August 11, 2005 through September 30, 2005
Revenue:
Services	$	799,878		$	388,503		$	490,719
License and resale fees		75,540			17,562			42,246
Total products and services		875,418			406,065			532,965
Reimbursed expenses		23,920			11,363			14,828
		899,338			417,428			547,793
Costs and expenses:
Cost of sales and direct operating		410,484			205,471			246,530
Sales, marketing and administration		158,481			75,650			116,837
Product development		57,728			29,108			36,390
Depreciation and amortization		54,679			26,006			32,516
Amortization of acquisition-related intangible assets		31,065			15,486			51,187
Merger costs		3,500			102,708			18,443
		715,937			454,429			501,903
Income (loss) from operations		183,401			(37,001	)		45,890
Interest income		1,859			2,809			2,157
Interest expense		(7,780	)		(3,032	)		(88,268	)
Other income (expense)		79,362			—			(2,734	)
Income (loss) before income taxes		256,842			(37,224	)		(42,955	)
Provision (benefit) for income taxes		103,305			5,441			(19,884	)
Net income (loss)	$	153,537		$	(42,665	)	$	(23,071	)

The accompanying notes are an integral part of these financial statements.

3

SunGard Data Systems Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Predecessor						Successor
	Nine months ended September 30, 2004			Period from January 1, 2005 through August 10, 2005			Period from August 11, 2005 through September 30, 2005
Cash flow from operations:
Net income (loss)	$	341,762		$	145,752		$	(23,071	)
Reconciliation of net income (loss) to cash flow from operations:
Gain on sale of Brut, net of tax		(47,049	)		—			—
Depreciation and amortization		252,180			225,502			83,703
Stock compensation expense		—			58,798			7,949
Deferred income tax provision		30,356			14,671			23,941
Deferred financing cost amortization		—			—			5,807
Other noncash credits		(17,523	)		(17,046	)		(3,651	)
Accounts receivable and other current assets		69,092			78,979			104,759
Accounts payable and accrued expenses		(124,864	)		77,301			10,014
Clearing broker assets and liabilities, net		(19,161	)		(3,038	)		14,930
Deferred revenue		(20,381	)		(9,664	)		32,323
Cash flow from operations		464,412			571,255			256,704
Investment activities:
Cash paid for acquired businesses, net of cash acquired		(763,759	)		(419,288	)		(14,900	)
Cash received for sale of businesses, net of cash sold		193,993			4,767			—
Acquisition of SunGard by Solar Capital		—			—			(11,615,057	)
Cash paid for property and equipment		(142,400	)		(131,429	)		(46,021	)
Cash paid for software and other assets		(24,728	)		(23,036	)		(8,854	)
Cash used in investment activities		(736,894	)		(568,986	)		(11,684,832	)
Financing activities:
Cash received from stock option and award plans		45,729			385,975			—
Cash used to purchase treasury stock		(65,930	)		—			—
Cash received from borrowings for the Transaction		—			—			7,333,000
Investment by Parent Companies		—			—			3,450,102
Cash received from other borrowings, net of fees		590,807			75,407			12,749
Cash used to repay debt		(289,724	)		(132,457	)		(70,405	)
Cash provided by financing activities		280,882			328,925			10,725,446
Increase (decrease) in cash and equivalents		8,400			331,194			(702,682	)
Beginning cash and equivalents		478,941			674,946			1,006,140
Ending cash and equivalents	$	487,341		$	1,006,140		$	303,458
Supplemental information:
Acquired businesses:
Property and equipment	$	26,908		$	66,144		$	184
Software products		168,876			56,560			5,626
Customer base		202,112			159,723			164
Goodwill		521,681			213,387			6,518
Other tangible and intangible assets		9,794			2,495			924
Deferred income taxes		(53,980	)		(52,844	)		676
Purchase price obligations and debt assumed		(58,186	)		(20,894	)		(2,460	)
Net current (liabilities) assets assumed		(53,446	)		(5,283	)		3,268
Cash paid for acquired businesses, net of cash acquired of $148,749, $30,958 and $0, respectively	$	763,759		$	419,288		$	14,900

The accompanying notes are an integral part of these financial statements.

4

SunGard Data Systems Inc.

Consolidated Statement of Stockholders’ Equity

(In thousands)

(Unaudited)

	Preferred Stock			Common Stock			Capital in Excess of Par Value		Restricted Stock Plans			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)			Treasury Stock					Total
(in thousands)	Number of Shares	Par Value		Number of Shares	Par Value										Foreign Currency Translation			Number of Shares		Cost
Predecessor
Balances at December 31, 2004	—	$	—	292,258	$	2,923	$	957,092	$	(2,143	)	$	2,220,631		$	176,964		(3,930	)	$	(103,831	)	$	3,251,636
Comprehensive income:
Net income	—		—	—		—		—		—			145,752			—		—			—
Foreign currency translation	—		—	—		—		—		—			—			(68,767	)	—			—
Total comprehensive income																								76,985
Shares issued under stock plans	—		—	17,997		180		385,795		—			—			—		—			—			385,975
Compensation expense related to stock plans	—		—	—		—		58,798		2,143			—			—		—			—			60,941
Income tax benefit arising from employee stock options	—		—	—		—		58,078		—			—			—		—			—			58,078
Balances at August 10, 2005	—	$	—	310,255	$	3,103	$	1,459,763	$	—		$	2,366,383		$	108,197		(3,930	)	$	(103,831	)	$	3,833,615
Successor
Investment by Parent Companies				100	$	—	$	3,604,511	$	—		$	—		$	—		—			—		$	3,604,511
Comprehensive loss:
Net loss				—		—		—		—			(23,071	)		—		—			—
Foreign currency translation				—		—		—		—			—			(11,517	)	—			—
Total comprehensive loss																								(34,588	)
Stock-based compensation expense				—		—		7,949		—			—			—		—			—			7,949
Balances at September 30, 2005				100	$	—	$	3,612,460	$	—		$	(23,071	)	$	(11,517	)	—		$	—		$	3,577,872

The accompanying notes are an integral part of these financial statements.

5

SUNGARD DATA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation:

SunGard Data Systems Inc. was acquired on August 11, 2005 through a merger transaction with Solar Capital Corp., a Delaware corporation formed by investment funds associated with Bain Capital Partners, The Blackstone Group, Goldman Sachs & Co., Kohlberg Kravis Roberts & Co., Providence Equity Partners, Silver Lake Partners and Texas Pacific Group (collectively, the “Sponsors”). The acquisition was accomplished through the merger of Solar Capital Corp. into SunGard Data Systems Inc. with SunGard Data Systems Inc. being the surviving company (the “Transaction”).

The Company is a wholly owned subsidiary of SunGard Holdco LLC, which is owned by SunGard Holding Corp. and SunGard Capital Corp. II. SunGard Capital Corp. II is a subsidiary of SunGard Capital Corp. and these two companies are collectively referred to as the Parent Companies. All four of these companies were formed for the purpose of facilitating the Transaction.

Although SunGard Data Systems Inc. continued as the same legal entity after the Transaction, the accompanying consolidated statements of operations, cash flows and stockholders’ equity are presented for two periods: Predecessor and Successor, which relate to the period preceding the Transaction and the period succeeding the Transaction, respectively. The Company refers to the operations of SunGard Data Systems Inc. and subsidiaries for both the Predecessor and Successor periods.

SunGard Data Systems Inc. has three segments: Financial Systems (FS, formerly Investment Support Systems), Higher Education and Public Sector Systems (HE/PS) and Availability Services (AS). The Company’s Software & Processing Solutions business is comprised of the FS and HE/PS segments. The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated. The consolidated financial statements exclude the accounts of the Parent Companies.

The accompanying interim consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), consistent in all material respects with those applied in the Predecessor’s Annual Report on Form 10-K for the year ended December 31, 2004. Interim financial reporting does not include all of the information and footnotes required by GAAP for complete financial statements. The interim financial information is unaudited, but reflects all normal adjustments which are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.

2. Acquisitions:

ACQUISITION OF SUNGARD DATA SYSTEMS INC. BY SOLAR CAPITAL CORP.

As discussed in Note 1, the Transaction was completed on August 11, 2005 and was financed by a combination of borrowings under the Company’s new senior secured credit facilities, the issuance of senior notes due 2013 and senior subordinated notes due 2015, the funding under the Company’s new receivables facilities, and the equity investment of the Sponsors, co-investors and management. See Note 5 for a description of the Company’s indebtedness.

The purchase price including transaction costs was approximately $11.77 billion. The sources and uses of funds in connection with the acquisition are summarized below (in millions):

Sources
Secured revolving credit facility	$	149.0
Secured term loan facilities		4,000.0
Receivables facilities		375.0
Senior notes due 2013		2,000.0
Senior subordinated notes due 2015		1,000.0
Cash on hand		641.0
Equity contribution - cash		3,450.1
Equity contribution - non-cash		154.4
Total sources	$	11,769.5
Uses
Payment consideration to stockholders	$	11,240.9
Converted share and option consideration		154.4
Estimated transaction costs		374.2
Total uses	$	11,769.5

6

The non-cash equity contribution was a combination of shares and fully vested stock options of the Predecessor. The shares were converted into shares of the Parent Companies. The fully vested stock options were automatically converted into fully vested stock options of the Parent Companies (continuation options).

Preliminary Purchase Price Allocation

Under business combination accounting, the total purchase price was allocated to the Company’s net tangible and identifiable intangible assets based on their estimated fair values as of August 11, 2005 as set forth below, in millions. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. The preliminary allocation of the purchase price for property and equipment, intangible assets and deferred income taxes was based upon preliminary valuation data and our estimates and assumptions are subject to change.

Property and equipment	$	702.0
Software products		1,259.3
Customer base		2,735.7
Trade name		770.0
Goodwill		7,262.3
Other tangible and intangible assets		228.2
Deferred income taxes		(1,531.7	)
Debt assumed		(459.5	)
Net current assets acquired		803.2
Total purchase price		11,769.5
Non-cash equity contribution		154.4
Cash used in acquisition of SunGard by Solar Capital	$	11,615.1

The preliminary estimated useful lives are five to seven years for software and ten to nineteen years for customer base. The SunGard trade name has an indefinite life and is not subject to amortization; it, along with goodwill, will be reviewed at least annually for impairment.

ACQUISITIONS BY THE COMPANY

The Company seeks to acquire businesses that broaden its existing product lines and service offerings by adding complementary products and services offerings and by expanding its geographic reach. During the nine months ended September 30, 2005, the Company completed five acquisitions in its FS segment, two acquisitions in its HE/PS segment and one acquisition in its AS segment. Cash paid, net of cash acquired and subject to certain adjustments, was $434 million, including $363 million for the acquisitions of Inflow, Inc. and Vivista Holdings Limited.

7

The following table lists the businesses the Company acquired since January 1, 2005:

Inflow, Inc.	1/4/2005	Hosting and managed services for information availability.
Protegent, Inc.	1/26/2005	Risk management solutions.
Vivista Holdings Limited	2/25/2005	Public safety and justice software solutions in the U.K.
Ensemble Technology (Pty) Ltd	2/28/2005	Professional services for the financial services industry in South Africa.
Integrity Treasury Solutions Limited	3/3/2005	Treasury management systems.
Recognition Research, Inc.	5/12/2005	Data-capture technology for the healthcare and financial services industries.
Understanding Systems, Inc.	7/25/2005	Graphical mapping solutions for the public sector.
Pyramid Digital Systems, LLC	8/17/2005	Software and solutions to the retirement plan industry.

In connection with seven previously acquired businesses, up to $152 million could be paid as additional consideration, primarily over the next year depending on the future operating results of those businesses. The amount paid, if any, is recorded as additional goodwill at the time the actual performance is known and the amounts become due. As of and during the nine months ended September 30, 2005, there were no amounts earned or paid.

GOODWILL AND AMORTIZATION

Changes in total goodwill during the nine months ended September 30, 2005 follow (in thousands):

Predecessor
Balance at December 31, 2004	$	1,824,217
Acquisitions by the Company from January 1, 2005 through August 10, 2005		231,236
Adjustments to previous acquisitions		(17,849	)
Effect of foreign currency translation		(40,468	)
Balance at August 10, 2005	$	1,997,136
Successor
Acquisition of SunGard Data Systems Inc. by Solar Capital Corp.	$	7,262,334
Acquisitions by the Company from August 11, 2005 through September 30, 2005		5,288
Adjustments to previous acquisitions		1,230
Effect of foreign currency translation		(8,516	)
Balance at September 30, 2005	$	7,260,336

The estimated amortization expense through 2009 has been updated to reflect the Transaction as well as acquisitions subsequent to August 10, 2005. Since the allocation of the Transaction purchase price is preliminary and subject to finalization of independent appraisals, the estimated annual amortization expense will continue to be updated as the appraisals are finalized. Based on preliminary valuation data and amounts recorded at September 30, 2005, total estimated amortization of all acquisition-related intangible assets during the period from August 11, 2005 through December 31, 2005 and for each of the years ended December 31, 2006 to 2009 follows (in thousands):

August 11, 2005 through December 31, 2005	$	146,549
2006		376,630
2007		376,630
2008		376,630
2009		376,630

8

PRO FORMA FINANCIAL INFORMATION:

The following unaudited pro forma results of operations (in thousands) assume that the Transaction and certain significant acquisitions and dispositions occurred on January 1, 2004 and were reflected in the Company’s results from that date. The pro forma results include the 2005 acquisitions of Inflow, Inc., Vivista Holdings Limited, Integrity Treasury Solutions Limited, and Recognition Research, Inc., the 2004 acquisitions of FAME Information Services, Inc. (closed January 22, 2004), Systems & Computer Technology Corporation (closed February 12, 2004), Collegis, Inc. (closed March 4, 2004), and Open Software Solutions, Inc. (closed May 21, 2004), and the disposition of Brut LLC (closed September 7, 2004). This unaudited pro forma information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if these acquisitions and disposition had actually occurred on that date, nor of the results that may be obtained in the future.

	Nine months ended September 30, 2004			Nine months ended September 30, 2005			Three months ended September 30, 2004		Three months ended September 30, 2005
Revenue	$	2,718,389		$	2,944,993		$	911,648	$	960,214
Net (loss) income		(58,912	)		(200,392	)		13,026		(129,016	)

MERGER AND OTHER COSTS:

During the period from January 1, 2005 through August 10, 2005, the Company recorded merger costs of $121 million ($94 million after tax). These costs primarily include $59 million of accounting, investment banking, legal and other costs associated with the Transaction and a non-cash charge for stock compensation of approximately $60 million ($39 million after tax) in the period ended August 10, 2005 resulting from the acceleration of stock options and restricted stock. During the period from August 11, 2005 through September 30, 2005, the Company recorded merger costs of $19 million ($13 million after tax) consisting primarily of payroll taxes and certain compensation expenses related to the Transaction.

In the first quarter of 2005, the Company recorded a one-time charge of $12 million, included in cost of sales and direct operating expenses, related to the relocation of a leased availability services facility in North Bergen, New Jersey to an expanded facility in Carlstadt, New Jersey.

3. Stock-Based Compensation:

Post-Transaction

In connection with the Transaction, the Parent Companies adopted a new equity-based management compensation plan, which authorizes equity awards to be granted for up to 60 million shares of Class A common stock and 7 million shares of Class L common stock of SunGard Capital Corp. and 2.5 million shares of preferred stock of SunGard Capital Corp. II. Under this plan, certain management and key employees were granted time-based options or a combination of time-based and performance-based options to purchase stock in the Parent Companies. The issued options are for equity units (Unit). Each Unit consists of an option to purchase 1.3 shares of Class A common stock and 0.1444 shares of Class L common stock of SunGard Capital Corp. and 0.05 shares of preferred stock of SunGard Capital Corp. II. The shares comprising a Unit are in the same proportion as the shares issued to the shareholders of the Parent Companies. Options are exercisable only as a Unit and the individual classes cannot be separately exercised.

As discussed in Note 2, options to purchase shares of the Predecessor held by certain members of management that were not exercised before closing of the Transaction were automatically converted into fully-vested continuation options to purchase 7.4 million Units having the same aggregate intrinsic value of $100 million. The continuation options have an exercise price of $4.50 and a weighted average remaining life of 5.5 years.

During the period ended September 30, 2005, the Parent Companies granted time-based and performance-based options to purchase approximately 12.5 million and 18.2 millions Units, respectively. Time-based options vest over the next five years as follows: 25% one year after date of grant, and 1/48 of the remaining balance each month thereafter for 48 months. Performance-based options vest upon the attainment of certain annual and cumulative earnings goals for the Company during the six-year period beginning January 1, 2005. Time-based and performance-based options can vest upon a change in control, subject to certain conditions, and expire ten years from the date of grant.

9

As of the date of the Transaction, the Company adopted SFAS Number 123R (revised 2004), “Share-Based Payment” (SFAS 123R), using the modified prospective method, which requires companies to record stock compensation expense for all unvested and new awards as of the adoption date. Accordingly, prior period amounts presented herein have not been restated.

Time-based and performance-based options granted in the period ended September 30, 2005 have an exercise price of $18.00 per Unit and a fair value of $10.54 per Unit based on the Black-Scholes option-pricing model using the following assumptions: expected term to exercise of 5.5 years; expected volatility of 62%; risk-free interest rate of 4.18%; and no dividend yield. Expected volatility is based primarily on a combination of the Company’s historical volatility adjusted for its new leverage and estimates of implied volatility of the Company’s peer group. The requisite service period is up to 5.4 years from the date of grant.

For the period ended September 30, 2005, the Company recognized non-cash stock compensation expense of $8 million included in sales, marketing and administration expenses. The adoption of FAS 123R had no impact on the Company’s cash flow from operations or financing activities. At September 30, 2005, there is approximately $115 million of unearned non-cash stock-based compensation that the Company expects to recognize as expense over the next 5.25 years. For performance-based options, vesting, and therefore compensation expense, is estimated at the time that the achievement of the annual and cumulative earnings goals becomes probable. For time-based options, compensation expense is recorded on a straight-line basis over the requisite service period of five years. During the period ended September 30, 2005, there were options granted to purchase approximately 38.1 million Units, including continuation options, and no option exercises or cancellations. At September 30, 2005, no performance-based or time-based options are exercisable and all continuation options are exercisable.

Pre-Transaction stock-based compensation accounting

Prior to the closing of the Transaction, the Company applied APB 25 in accounting for its stock option and award plans. Accordingly, compensation expense has been recorded for its restricted stock awards and the Company recorded in merger costs a non-cash charge for stock compensation of approximately $60 million ($39 million after tax) in the period from July 1, 2005 to August 10, 2005 as a result of the acceleration of vesting of all options and restricted stock in connection with the Transaction (see Note 2). SFAS Number 123, “Accounting for Stock-Based Compensation” (SFAS 123), as amended by SFAS Number 148, “Accounting for Stock-Based Compensation—Transition and Disclosure—an Amendment of FASB Statement 123” changed the method for recognition of cost of stock option and award plans. Adoption of the cost recognition requirements under SFAS 123 was optional; however, the following supplemental information is provided (in thousands):

	Predecessor*
	Nine months ended September 30, 2004			Period from January 1, 2005 through August 10, 2005			Three months ended September 30, 2004			Period from July 1, 2005 through August 10, 2005
Net income (loss), as reported (including stock compensation expense, net of tax, of $363, $36,565, $118 and $36,190, respectively)	$	341,762		$	145,752		$	153,537		$	(42,665	)
Additional stock compensation expenses under SFAS 123, net of tax		(70,751	)		(134,845	)		(30,473	)		(102,069	)
Pro forma net income (loss)	$	271,011		$	10,907		$	123,064		$	(144,734	)

* At the date of Acquisition, the Company adopted FAS 123R. This disclosure is therefore not applicable for the period August 11, 2005 through September 30, 2005.

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4. Clearing Broker Assets and Liabilities:

Clearing broker assets and liabilities are comprised of the following (in thousands):

	Predecessor		Successor
	December 31, 2004		September 30, 2005
Segregated customer cash and treasury bills	$	24,027	$	32,592
Securities owned		23,006		33,063
Securities borrowed		150,019		305,903
Receivables from customers and other		35,398		51,235
Clearing broker assets	$	232,450	$	422,793
Payables to customers	$	59,250	$	52,619
Securities loaned		117,816		321,200
Customer securities sold short, not yet purchased		12,589		27,828
Payable to brokers and dealers		19,075		10,219
Clearing broker liabilities	$	208,730	$	411,866

Segregated customer cash and treasury bills are held by the Company on behalf of customers. Clearing broker securities consist of trading and investment securities at fair market values. Securities borrowed and loaned are collateralized financing transactions which are cash deposits made to or received from other broker/dealers. Receivables from and payables to customers represent amounts due or payable on cash and margin transactions.

5. Debt:

Debt consisted of the following at December 31, 2004 and September 30, 2005 (in thousands):

	Predecessor			Successor
	December 31, 2004			September 30, 2005
Secured revolving credit facility, effective interest rate of 6.32% (A)	$	—		$	100,000
Secured term loan facilities, effective interest rate of 6.24% (A)		—			3,985,205
Senior Notes due 2009 at 3.75%, net of discount of $22,189 (B)		250,000			227,811
Senior Notes due 2014 at 4.875%, net of discount of $34,423 (B)		250,000			215,577
Senior Notes due 2013 at 9.125% (C)		—			1,600,000
Senior Subordinated Notes due 2015 at 10.25% (C)		—			1,000,000
Senior Notes due 2013 at LIBOR plus 4.5% (8.5248% at September 30, 2005) (C)		—			400,000
Accounts receivable securitization facility due 2011 at LIBOR plus 1.8% (3.6% at September 30, 2005) (D)		—			187,060
Other, primarily acquisition purchase price and capital lease obligations		54,378			14,516
		554,378			7,730,169
Short-term borrowings and current portion of long-term debt		(45,332	)		(49,614	)
Long-term debt	$	509,046		$	7,680,555

On August 11, 2005, in connection with the Transaction, the Company (i) entered into a new $4.0 billion senior secured credit facility, consisting of a $3.69 billion term loan facility with SunGard Data Systems Inc. as the borrower, a $315 million-equivalent term loan facility with a U.K. subsidiary as the borrower ($165 million of which is denominated in euros and $150 million of which is denominated in pounds sterling), and a $1.0 billion revolving credit facility ($900 million available as of September 30, 2005), (ii) issued $3.0 billion aggregate principal amount of senior notes and senior subordinated notes and (iii) entered into receivables securitization facilities totaling $375 million.

The senior secured credit facilities and the indentures governing the senior notes and senior subordinated notes issued in connection with the Transaction limit the Company’s (and most or all of its subsidiaries’) ability to incur additional

11

indebtedness, pay dividends on or make other distributions or repurchase capital stock, make certain investments, enter into certain types of transactions with affiliates, use assets as security in other transactions, and sell certain assets or merge with or into other companies. In addition, under the senior secured credit agreement, the Company will be required to satisfy and maintain specified financial ratios and other financial condition tests.

(A) Senior Secured Credit Facilities

Borrowings under the senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at the Company’s option, either (a) a base rate determined by reference to the higher of (1) the prime rate of JP Morgan Chase Bank, N.A. and (2) the federal funds rate plus 1/2 of 1% or (b) a LIBOR rate determined by reference to the costs of funds for deposits in the currency of such borrowing for the interest period relevant to such borrowing adjusted for certain additional costs. The applicable margin for borrowings under the revolving credit facility may be reduced subject to attaining certain leverage ratios. In addition to paying interest on outstanding principal under the senior secured credit facilities, the Company pays a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder. The initial commitment fee rate is 0.50% per annum. The commitment fee rate may be reduced subject to attaining certain leverage ratios.

All obligations under the senior secured credit agreement are unconditionally guaranteed by SunGard Holdco LLC and, subject to certain exceptions, by all domestic wholly owned subsidiaries, referred to, collectively, as U.S. Guarantors. In addition, the borrowings of U.K. subsidiary borrowers under the revolving credit facility are unconditionally guaranteed by certain wholly owned U.K. subsidiaries.

(B) Senior Notes due 2009 and 2014

On January 15, 2004, the Company issued $500 million of senior unsecured notes, $250 million of 3.75% notes due 2009 and $250 million of 4.875% notes due 2014, which are subject to certain standard covenants. Upon completion of the Transaction and to the extent required by their indentures, these senior notes became collateralized on an equal and ratable basis with loans under the senior secured credit facilities and are guaranteed by all subsidiaries that guarantee the senior notes due 2013 and senior subordinated notes due 2015. The senior notes due 2009 and 2014 are recorded at $443 million as of September 30, 2005 as a result of fair value adjustments related to purchase accounting. The discount of $57 million will be amortized and added to the recorded amounts over the remaining periods to maturity.

(C) Senior Notes due 2013 and Senior Subordinated Notes due 2015

The senior notes due 2013 are senior unsecured obligations that rank senior in right of payment to future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior notes, including the senior subordinated notes. The senior notes (i) rank equally in right of payment to all existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the senior notes, (ii) are effectively subordinated in right of payment to all existing and future secured debt to the extent of the value of the assets securing such debt, and (iii) are structurally subordinated to all obligations of each subsidiary that is not a guarantor of the senior notes.

The senior subordinated notes due 2015 are unsecured senior subordinated obligations that are subordinated in right of payment to existing and future senior debt, including the senior secured credit facilities, the senior notes due 2009 and 2014 and the senior notes due 2013. The senior subordinated notes (i) rank equally in right of payment to all future senior subordinated debt, (ii) are effectively subordinated in right of payment to all existing and future secured debt to the extent of the value of the assets securing such debt, (iii) are structurally subordinated to all obligations of each subsidiary that is not a guarantor of the senior subordinated notes, and (iv) rank senior in right of payment to all future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior subordinated notes.

The senior notes due 2013 and senior subordinated notes due 2015 are redeemable in whole or in part, at the option of the Company, at any time at varying redemption prices that generally include premiums, which are defined in the applicable indentures. In addition, upon a change of control, the Company is required to make an offer to redeem all of the senior notes and senior subordinated notes at a redemption price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest.

(D) Receivables Securitization Facilities

In August 2005, certain domestic subsidiaries entered into two receivables facilities, a transitional facility and a long-term facility (the “Facilities”). The Facilities provide the Company funding of up to $375 million by allowing it to sell, on a revolving basis, an undivided interest in eligible receivables, subject to the satisfaction of other customary conditions, for a period of up to six years following the Transaction.

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Domestic subsidiaries that are not yet eligible to participate in the long-term facility participate in the transitional facility. Subsidiaries that participate in the transitional facility transfer their eligible receivables to third party conduits through a wholly owned bankruptcy remote special purpose entity that is consolidated for financial reporting purposes. The funding under the transitional facility is provided by the lenders under the Company’s senior secured credit facilities. The Company must use reasonable commercial efforts to cause the participating subsidiaries to join the long-term facility within 150 days after the Transaction. If this does not occur, the lenders will have the right to refinance the transitional facility on terms no less favorable to the Company than the terms of the senior secured term loan facility. Sales of receivables under the transitional facility cannot be accounted for as sales under the provisions of FASB Statement No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities” (SFAS 140). Accordingly, these receivables, totaling $281 million, are included in trade receivables and secure the corresponding borrowings, which are included in long-term debt in the accompanying consolidated balance sheet as of September 30, 2005.

Under the long-term facility, eligible receivables are sold to third-party conduits through a wholly owned bankruptcy remote special purpose entity that is not consolidated for financial reporting purposes. The Company continues to service the receivables and charges a monthly servicing fee at market rates. The third-party conduits are sponsored by the lenders under the Company’s senior secured credit facilities. Additional subsidiaries of the Company may become parties to the long-term facility, subject to the satisfaction of specified conditions including the completion of satisfactory due diligence. Sales of receivables under the long-term facility qualify as sales under the provisions of SFAS 140. Accordingly, these receivables, totaling $303 million net of applicable allowances, and the corresponding borrowings, totaling $139 million, are excluded from the accompanying consolidated balance sheet as of September 30, 2005. The Company’s retained interest in receivables sold as of September 30, 2005 is $151 million. Expenses associated with the long-term facility totaled $7.6 million for the period ended September 30, 2005, of which $4 million related to the loss on sale of the receivables and discount on retained interests (net of the related servicing revenue) is recorded in other income (expense) and the remainder, representing facility and professional fees, are recorded in merger and other costs in the accompanying consolidated statements of operations. The gain or loss on sale of receivables is determined at the date of transfer based upon the fair value of the assets sold and the interests retained. The Company estimates fair value based on the present value of expected cash flows. The collection period and discount rate (prime rate at September 30, 2005) are the key assumptions used in this estimate. At September 30, 2005, neither a 10% nor a 20% adverse change in the assumed collection period or assumed discount rate would have a material impact on the Company’s financial position or results of operations.

At September 30, 2005, annual maturities of long-term debt during the next five years and thereafter are as follows (in thousands):

2006	$	49,614
2007		40,029
2008		40,029
2009		267,840
2010		40,029
Thereafter		7,292,628

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6. Comprehensive Income (Loss):

Comprehensive income (loss) consists of net income (loss) adjusted for other increases and decreases affecting stockholders’ equity that are excluded from the determination of net income (loss). The calculation of comprehensive income (loss) follows (in thousands):

	Predecessor					Successor
	Nine months ended September 30, 2004		Period from January 1, 2005 through August 10, 2005			Period from August 11, 2005 through September 30, 2005
Net income (loss)	$	341,762	$	145,752		$	(23,071	)
Foreign currency translation gains (losses)		6,166		(68,767	)		(11,517	)
Comprehensive income (loss)	$	347,928	$	76,985		$	(34,588	)
	Predecessor					Successor
	Three months ended September 30, 2004		Period from July 1, 2005 through August 10, 2005			Period from August 11, 2005 through September 30, 2005
Net income (loss)	$	153,537	$	(42,665	)	$	(23,071	)
Foreign currency translation gains (losses)		4,093		5,180			(11,517	)
Comprehensive income (loss)	$	157,630	$	(37,485	)	$	(34,588	)

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7. Segment Information:

The Company has three segments: FS and HE/PS, which together form the Company’s Software & Processing Solutions business, and AS. Effective January 1, 2005, the Company reclassified one data center facility from AS to FS. This change has been reflected for all periods presented. The operating results for each segment follow (in thousands):

	Predecessor												Successor
	Nine months ended September 30, 2004			Three months ended September 30, 2004			Period from January 1, 2005 through August 10, 2005			Period from July 1, 2005 through August 10, 2005			Period from August 11, 2005 through September 30, 2005
Revenue:
Financial systems	$	1,398,085		$	460,734		$	1,120,044		$	192,683		$	256,085
Higher education and public sector systems		379,618			150,886			471,171			82,890			110,302
Software & processing solutions		1,777,703			611,620			1,591,215			275,573			366,387
Availability services		861,003			287,718			780,126			141,855			181,406
	$	2,638,706		$	899,338		$	2,371,341		$	417,428		$	547,793
Income (loss) from operations:
Financial systems	$	230,155		$	81,093		$	183,143		$	24,228		$	23,890
Higher education and public sector systems		62,127			29,275			75,683			9,729			14,605
Software & processing solutions		292,282			110,368			258,826			33,957			38,495
Availability services		257,146			89,676			197,411			38,642			45,369
Corporate administration		(38,223	)		(13,143	)		(39,613	)		(6,892	)		(19,531	)
Merger and other costs		(3,076	)		(3,500	)		(121,013	)		(102,708	)		(18,443	)
	$	508,129		$	183,401		$	295,611		$	(37,001	)	$	45,890
Depreciation and amortization:
Financial systems	$	50,629		$	16,603		$	38,915		$	6,731		$	8,627
Higher education and public sector systems		8,059			2,983			8,600			1,749			2,148
Software & processing solutions		58,688			19,586			47,515			8,480			10,775
Availability services		102,771			34,687			93,707			17,492			21,694
Corporate administration		1,230			406			188			34			47
	$	162,689		$	54,679		$	141,410		$	26,006		$	32,516
Amortization of acquisition-related intangible assets:
Financial systems	$	48,000		$	15,540		$	39,363		$	7,086		$	28,538
Higher education and public sector systems		26,003			10,384			29,816			5,765			9,364
Software & processing solutions		74,003			25,924			69,179			12,851			37,902
Availability services		15,488			5,141			14,913			2,635			13,285
Corporate administration		—			—			—			—			—
	$	89,491		$	31,065		$	84,092		$	15,486		$	51,187
Cash paid for property and equipment:
Financial systems	$	25,284		$	7,791		$	29,175		$	5,015		$	5,880
Higher education and public sector systems		3,337			2,357			11,435			2,039			2,763
Software & processing solutions		28,621			10,148			40,610			7,054			8,643
Availability services		113,508			34,203			90,762			17,874			37,327
Corporate administration		271			155			56			42			51
	$	142,400		$	44,506		$	131,428		$	24,970		$	46,021

8. Related Party Transactions

In connection with the Transaction, the Company and its Parent Companies paid the Sponsors $96 million in fees and expenses for financial and structural advice and analysis as well as assistance with due diligence investigations and debt financing negotiations. This amount has been included in the overall purchase price of the Transaction.

The Company and its Parent Companies have agreed to pay the Sponsors management fees based on 1% of quarterly Adjusted EBITDA, as defined below, in connection with planning, strategy, oversight and support to management.

15

These management fees are payable quarterly in arrears. During the period ended September 30, 2005, the Company recorded $3 million in management fees, included in sales, marketing and administration expenses in the statement of operations and other accrued expenses on the balance sheet at September 30, 2005.

In connection with the Transaction, SunGard Capital Corp. received a $16 million promissory note from the Company’s Chief Executive Officer (CEO) in payment for 1.6 million shares of Class A common stock and 0.2 million shares of Class L common stock. Also in connection with the Transaction, SunGard Capital Corp. II received a $6 million promissory note (together with the SunGard Capital Corp. note, the “Notes”) from the CEO in payment for 61 thousand shares of preferred stock. The Notes bear interest at a floating rate equal to LIBOR plus 2.5% divided by 0.84725% per annum and are payable on the last day of each calendar quarter in arrears. Principal payments are due upon written demand by the Parent Companies. The Notes are fully recourse notes and are secured by a pledge of the CEO’s shares of the Parent Companies. No payments were made as of September 30, 2005. SunGard Data Systems Inc. is not a party to these arrangements, which were entered into prior to the consummation of the Transaction.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

The following discussion and analysis supplement the management’s discussion and analysis in the Predecessor’s Annual Report on Form 10-K for the year ended December 31, 2004 and presume that readers have read or have access to the discussion and analysis in our Annual Report. The following discussion and analysis includes historical and certain forward-looking information that should be read together with the accompanying Consolidated Financial Statements, related footnotes, and the discussion below of certain risks and uncertainties that could cause future operating results to differ materially from historical results or from the expected results indicated by forward-looking statements.

SunGard Data Systems Inc. was acquired on August 11, 2005 through a merger transaction with Solar Capital Corp., a Delaware corporation formed by investment funds associated with Bain Capital Partners, The Blackstone Group, Goldman Sachs & Co., Kohlberg Kravis Roberts & Co., Providence Equity Partners, Silver Lake Partners and Texas Pacific Group (collectively, the “Sponsors”). The acquisition was accomplished through the merger of Solar Capital Corp. into SunGard Data Systems Inc. with SunGard Data Systems Inc. being the surviving company (the “Transaction”).

The Company is a wholly-owned subsidiary of SunGard Holdco LLC, which is owned by SunGard Holding Corp. and SunGard Capital Corp. II. SunGard Capital Corp. II is a subsidiary of SunGard Capital Corp. and these two companies are collectively referred to as the Parent Companies. All four of these companies were formed for the purpose of facilitating the Transaction.

Although SunGard Data Systems Inc. continued as the same legal entity after the Transaction, the accompanying consolidated statements of operations, cash flows and stockholders’ equity are presented for two periods: Predecessor and Successor, which relate to the period preceding the Transaction and the period succeeding the Transaction, respectively. The Company refers to the operations of SunGard Data Systems Inc. and subsidiaries for both the Predecessor and Successor periods. We have prepared our discussion of the results of operations by comparing the mathematical combination of the Successor and Predecessor periods in the nine months and three months ended September 30, 2005 to the nine and three month periods ended September 30, 2004. Although this presentation does not comply with generally accepted accounting principles (GAAP), we believe that it provides a meaningful method of comparison. The combined operating results have not been prepared as pro forma results under applicable regulations and may not reflect the actual results we would have achieved absent the Transaction and may not be predictive of future results of operations.

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RESULTS OF OPERATIONS:

Nine Months Ended September 30, 2005 Compared to the Nine Months Ended September 30, 2004

The following tables set forth, for the periods indicated, certain amounts included in our Consolidated Statements of Operations and the relative percentage that those amounts represent to consolidated revenue (unless otherwise indicated). All percentages are calculated using actual amounts rounded to the nearest one-hundred thousand and are rounded to the nearest whole percentage.

	Predecessor								Successor			Combined (1)
(in millions)	Nine months ended September 30, 2004					Period from January 1, 2005 through August 10, 2005			Period from August 11, 2005 through September 30, 2005			Nine months ended September 30, 2005
				percent of revenue											percent of revenue
Revenue
Financial systems (FS)	$	1,398.1		53	%	$	1,120.0		$	256.1		$	1,376.1		47	%
Higher education and public sector systems (HE/PS)		379.6		14	%		471.2			110.3			581.5		20	%
Software & processing solutions		1,777.7		67	%		1,591.2			366.4			1,957.6		67	%
Availability services (AS)		861.0		33	%		780.1			181.4			961.5		33	%
	$	2,638.7		100	%	$	2,371.3		$	547.8		$	2,919.1		100	%
Costs and Expenses
Cost of sales and direct operating	$	1,216.8		46	%	$	1,119.5		$	246.5		$	1,366.0		47	%
Sales, marketing and administration		481.0		18	%		456.0			116.9			572.9		20	%
Product development		177.5		7	%		153.7			36.4			190.1		7	%
Depreciation and amortization		162.7		6	%		141.4			32.5			173.9		6	%
Amortization of acquisition- related intangible assets		89.5		3	%		84.1			51.2			135.3		5	%
Merger and other costs		3.1		—	%		121.0			18.4			139.4		5	%
	$	2,130.6		81	%	$	2,075.7		$	501.9		$	2,577.6		88	%
Operating Income
Financial systems (2)	$	230.2		16	%	$	183.1		$	23.9		$	207.0		15	%
Higher education and public sector systems (2)		62.1		16	%		75.7			14.6			90.3		16	%
Software & processing solutions (2)		292.3		16	%		258.8			38.5			297.3		15	%
Availability services (2)		257.1		30	%		197.4			45.4			242.8		25	%
Corporate administration		(38.2	)	(1	)%		(39.6	)		(19.6	)		(59.2	)	(2	)%
Merger and other costs		(3.1	)	—	%		(121.0	)		(18.4	)		(139.4	)	(5	)%
	$	508.1		19	%	$	295.6		$	45.9		$	341.5		12	%

(1) As described above, our combined results for the nine months ended September 30, 2005 represent the sum of the amounts for the Predecessor period from January 1, 2005 through August 10, 2005 and for the Successor period from August 11, 2005 through September 30, 2005. This combination does not comply with GAAP or with the rules for pro forma presentation, but is presented because we believe it enables a meaningful comparison of our results.

(2) Percent of revenue is calculated as a percent of revenue from FS, HE/PS, Software & Processing Solutions, and AS, respectively.

17

The following table sets forth, for the periods indicated, certain supplemental revenue data and the relative percentage that those amounts represent to total revenue. All percentages are calculated using actual amounts rounded to the nearest one-hundred thousand and are rounded to the nearest whole percentage.

	Predecessor						Successor		Combined (1)
(in millions)	Nine months ended September 30, 2004				Period from January 1, 2005 through August 10, 2005		Period from August 11, 2005 through September 30, 2005		Nine months ended September 30, 2005
			percent of revenue								percent of revenue
Financial Systems
Services	$	1,223.8	46	%	$	967.7	$	221.7	$	1,189.4	41	%
License and resale fees		115.6	4	%		99.1		23.0		122.1	4	%
Total products and services		1,339.4	51	%		1,066.8		244.7		1,311.5	45	%
Reimbursed expenses		58.7	2	%		53.2		11.4		64.6	2	%
	$	1,398.1	53	%	$	1,120.0	$	256.1	$	1,376.1	47	%
Higher Education and Public Sector Systems
Services	$	302.3	11	%	$	393.6	$	90.4	$	484.0	17	%
License and resale fees		69.1	3	%		69.9		18.2		88.1	3	%
Total products and services		371.4	14	%		463.5		108.6		572.1	20	%
Reimbursed expenses		8.2	—	%		7.7		1.7		9.4	—	%
	$	379.6	14	%	$	471.2	$	110.3	$	581.5	20	%
Software & Processing Solutions
Services	$	1,526.1	58	%	$	1,361.3	$	312.1	$	1,673.4	57	%
License and resale fees		184.7	7	%		169.0		41.2		210.2	7	%
Total products and services		1,710.8	65	%		1,530.3		353.3		1,883.6	65	%
Reimbursed expenses		66.9	3	%		60.9		13.1		74.0	3	%
	$	1,777.7	67	%	$	1,591.2	$	366.4	$	1,957.6	67	%
Availability Services
Services	$	838.1	32	%	$	764.3	$	178.6	$	942.9	32	%
License and resale fees		16.3	1	%		10.5		1.1		11.6	—	%
Total products and services		854.4	32	%		774.8		179.7		954.5	33	%
Reimbursed expenses		6.6	—	%		5.3		1.7		7.0	—	%
	$	861.0	33	%	$	780.1	$	181.4	$	961.5	33	%
Total Revenue
Services	$	2,364.2	90	%	$	2,125.6	$	490.7	$	2,616.3	90	%
License and resale fees		201.0	8	%		179.5		42.3		221.8	8	%
Total products and services		2,565.2	97	%		2,305.1		533.0		2,838.1	97	%
Reimbursed expenses		73.5	3	%		66.2		14.8		81.0	3	%
	$	2,638.7	100	%	$	2,371.3	$	547.8	$	2,919.1	100	%

(1) As described above, our combined results for the nine months ended September 30, 2005 represent the sum of the amounts for the Predecessor period from January 1, 2005 through August 10, 2005 and for the Successor period from August 11, 2005 through September 30, 2005. This combination does not comply with GAAP or with the rules for pro forma presentation, but is presented because we believe it enables a meaningful comparison of our results.

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INCOME FROM OPERATIONS:

Our total operating margin was 11.7% for the nine months ended September 30, 2005 compared to 19.3% for the nine months ended September 30, 2004, due primarily to a $136 million increase in merger costs. The negative impact on total operating margin of the increase in merger costs and purchase accounting adjustments resulting from the Transaction was 570 basis points (one hundred basis points equals one percentage point). The purchase accounting adjustments, which are preliminary, included incremental amortization of acquisition-related intangible assets of $32 million and the adjustment of deferred revenue to fair value at the date of the Transaction (the deferred revenue adjustment) of $12 million. In addition, $23 million in the aggregate related to the relocation of an AS facility, stock-based compensation and other expenses caused an 80 basis point decline in the total operating margin. The balance of the decline in total operating margin is the result of recently acquired businesses.

Financial Systems:

The FS operating margin was 15.0% for the nine months ended September 30, 2005 compared to 16.5% for the nine months ended September 30, 2004. The negative impact on the FS margin of the purchase accounting adjustments resulting from the Transaction was 160 basis points, including incremental amortization ($20 million) and the deferred revenue adjustment ($3 million).

Higher Education and Public Sector Systems:

The HE/PS operating margin was 15.5% and 16.4% in each of the nine months ended September 30, 2005 and 2004, respectively, due primarily to the negative impact on margins of a business acquired in February 2005. The impact of the purchase accounting adjustments resulting from the Transaction was immaterial.

Availability Services:

The AS operating margin was 25.3% for the nine months ended September 30, 2005 compared to 29.9% for the nine months ended September 30, 2004. The negative impact on the AS margin of the purchase accounting adjustments resulting from the Transaction was 150 basis points, including incremental amortization ($10 million) and the deferred revenue adjustment ($6 million). The AS margin decreased by 300 basis points due to the lower margin associated with a business acquired in January 2005 as well as a one-time charge related to the relocation of an AS facility.

REVENUE:

Total revenue was $2.92 billion for the nine months ended September 30, 2005 compared to $2.64 billion for the nine months ended September 30, 2004. The increase in total revenue in 2005 was due to $273 million from acquired businesses offset in part by a decrease of $129 million due to the sale of Brut LLC in September 2004 and the deferred revenue adjustment of $12 million. Internal revenue is defined as revenue from businesses owned for at least one year and excludes the deferred revenue adjustment and revenue from Brut LLC. When assessing our financial results, we focus on growth in internal revenue because overall revenue growth is affected by the timing and magnitude of acquisitions and dispositions and by purchase price accounting adjustments resulting from the Transaction. Internal revenue grew by approximately 6% for the nine months ended September 30, 2005 compared to approximately 2% in 2004. The increase in internal revenue in 2005 reflects improvements in all three segments, primarily in FS and HE/PS.

Services revenue was $2.62 billion for the nine months ended September 30, 2005 compared to $2.36 billion for the nine months ended September 30, 2004. The increase of $252 million in 2005 was due primarily to the impact of acquired businesses, offset in part by the sale of Brut LLC, and to internal revenue growth in FS.

Revenue from license and resale fees was $222 million and $201 million for the nine months ended September 30, 2005 and 2004, respectively, and includes software license revenue of $164 million and $152 million, respectively. The increases were due primarily to acquired businesses. At December 31, 2004, we had software license backlog of $19 million, most of which was recognized as revenue in the first quarter of 2005.

Financial Systems:

FS revenue was $1.38 billion for the nine months ended September 30, 2005 compared to $1.40 billion for the nine months ended September 30, 2004. Services revenue decreased $34 million and license and resale fees increased $7 million. The net decreases in total revenue and services revenue reflect the impact of the sale of Brut LLC which had $129 million in total revenue and $110 million in services revenue in the nine months ended September 30, 2004. FS internal revenue increased approximately 5% in 2005 and 1% in 2004, reflecting broad-based improvements across the segment, especially in brokerage and trading systems and benefit, insurance and investor accounting systems.

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Higher Education and Public Sector Systems:

HE/PS revenue was $581 million for the nine months ended September 30, 2005 compared to $380 million for the nine months ended September 30, 2004. Services revenue increased $182 million and license and resale fees increased $19 million due to recently acquired businesses and to internal revenue growth of 11%.

Availability Services:

AS revenue was $962 million for the nine months ended September 30, 2005 compared to $861 million for the nine months ended September 30, 2004. The increase was due primarily to a business acquired in January 2005. AS internal revenue increased approximately 4% in 2005 and 2% in 2004 due primarily to growth in North America.

COSTS AND EXPENSES:

Cost of sales and direct operating expenses as a percentage of total revenue was 47% for the nine months ended September 30, 2005 compared to 46% for the nine months ended September 30, 2004. The increase of $149 million was due primarily to acquired businesses, reimbursable clearing broker costs, and a one-time charge in the first quarter of 2005 of $12 million related to the relocation of an AS facility, offset in part by a decrease in expenses due to the sale of Brut LLC.

Sales, marketing and administration expenses were 20% of total revenue for the nine months ended September 30, 2005 compared to 18% for the nine months ended September 30, 2004. The increase of $92 million was due primarily to acquired businesses, growth in the global account management program and a non-cash charge of approximately $8 million for stock-based compensation (see Note 3 of Notes to Consolidated Condensed Financial Statements).

Because AS product development costs are insignificant, it is more meaningful to measure product development expense as a percentage of revenue from software and processing solutions. For the nine months ended September 30, 2005 and 2004, software development expenses were 10% of revenue from software and processing solutions in each period.

Depreciation and amortization was consistent as a percentage of total revenue at 6% for the nine months ended September 30, 2005 and 2004 but decreased $11 million in 2005 due primarily to a decrease in AS depreciation offset in part by depreciation from acquired businesses.

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Amortization of acquisition-related intangible assets was 5% of total revenue for the nine months ended September 30, 2005 compared to 3% for the nine months ended September 30, 2004. Amortization of acquisition-related intangible assets increased $46 million in 2005 due to the impact of the Transaction as well as recent acquisitions made by the Company.

Interest income was $11 million for the nine months ended September 30, 2005 compared to $5 million for the nine months ended September 30, 2004. The increase was due primarily to interest earned on higher average invested balances. Interest expense was $105 million for the nine months ended September 30, 2005 compared to $22 million for the nine months ended September 30, 2004. The increase was due to the $7.3 billion increase in debt incurred in connection with the Transaction.

Other income (expense) decreased $82 million in the nine months ended September 30, 2005 due to the gain associated with the sale of Brut LLC in September 2004.

The effective tax rate was 49% in the period from January 1, 2005 through August 10, 2005 compared to 40% for the nine months ended September 30, 2004. The higher effective tax rate in the period from January 1, 2005 through August 10, 2005 was due to non-deductible merger costs and, to a lesser extent, repatriation of undistributed earnings of foreign subsidiaries under the American Jobs Creation Act of 2004.

For the Three Months Ended September 30, 2005 Compared to the Three Months Ended September 30, 2004

The following table sets forth, for the periods indicated, certain amounts included in our Consolidated Statements of Income and the relative percentage that those amounts represent to consolidated revenue (unless otherwise indicated). All percentages are calculated using actual amounts rounded to the nearest one-hundred thousand and are rounded to the nearest whole percentage.

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	Predecessor								Successor			Combined (1)
(in millions)	Three months ended September 30, 2004					Period from July 1, 2005 through August 10, 2005			Period from August 11, 2005 through September 30, 2005			Three months ended September 30, 2005
				percent of revenue											percent of revenue
Revenue
Financial systems (FS)	$	460.7		51	%	$	192.7		$	256.1		$	448.8		46	%
Higher education and public sector systems (HE/PS)		150.9		17	%		82.9			110.3			193.2		20	%
Software & processing solutions		611.6		68	%		275.6			366.4			642.0		67	%
Availability services (AS)		287.7		32	%		141.8			181.4			323.2		33	%
	$	899.3		100	%	$	417.4		$	547.8		$	965.2		100	%
Costs and Expenses
Cost of sales and direct operating	$	410.4		46	%	$	205.5		$	246.5		$	452.0		47	%
Sales, marketing and administration		158.5		18	%		75.6			116.9			192.5		20	%
Product development		57.7		6	%		29.1			36.4			65.5		7	%
Depreciation and amortization		54.7		6	%		26.0			32.5			58.5		6	%
Amortization of acquisition- related intangible assets		31.1		3	%		15.5			51.2			66.7		7	%
Merger and other costs		3.5		—	%		102.7			18.4			121.1		13	%
	$	715.9		80	%	$	454.4		$	501.9		$	956.3		99	%
Operating Income
Financial systems (2)	$	81.1		18	%	$	24.2		$	23.9		$	48.1		11	%
Higher education and public sector systems (2)		29.3		19	%		9.8			14.6			24.4		13	%
Software & processing solutions (2)		110.4		18	%		34.0			38.5			72.5		11	%
Availability services (2)		89.6		31	%		38.6			45.4			84.0		26	%
Corporate administration		(13.1	)	(1	)%		(6.9	)		(19.6	)		(26.5	)	(3	)%
Merger and other costs		(3.5	)	—	%		(102.7	)		(18.4	)		(121.1	)	(13	)%
	$	183.4		20	%	$	(37.0	)	$	45.9		$	8.9		1	%

(1) As described above, our combined results for the three months ended September 30, 2005 represent the sum of the amounts for the Predecessor period from July 1, 2005 through August 10, 2005 and for the Successor period from August 11, 2005 through September 30, 2005. This combination does not comply with GAAP or with the rules for pro forma presentation, but is presented because we believe it enables a meaningful comparison of our results.

(2) Percent of revenue is calculated as a percent of revenue from FS, HE/PS, Software & Processing Solutions, and AS, respectively.

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The following table sets forth, for the periods indicated, certain supplemental revenue data and the relative percentage that those amounts represent to total revenue. All percentages are calculated using actual amounts rounded to the nearest one-hundred thousand and are rounded to the nearest whole percentage.

	Predecessor						Successor		Combined (1)
(in millions)	Three months ended September 30, 2004				Period from July 1, 2005 through August 10, 2005		Period from August 11, 2005 through September 30, 2005		Three months ended September 30, 2005
			percent of revenue								percent of revenue
Financial Systems
Services	$	400.9	45	%	$	174.0	$	221.7	$	395.7	41	%
License and resale fees		41.3	5	%		9.5		23.0		32.5	3	%
Total products and services		442.2	49	%		183.5		244.7		428.2	44	%
Reimbursed expenses		18.5	2	%		9.2		11.4		20.6	2	%
	$	460.7	51	%	$	192.7	$	256.1	$	448.8	46	%
Higher Education and Public Sector Systems
Services	$	117.5	13	%	$	75.1	$	90.4	$	165.5	17	%
License and resale fees		30.4	3	%		6.3		18.2		24.5	3	%
Total products and services		147.9	16	%		81.4		108.6		190.0	20	%
Reimbursed expenses		3.0	—	%		1.5		1.7		3.2	—	%
	$	150.9	17	%	$	82.9	$	110.3	$	193.2	20	%
Software & Processing Solutions
Services	$	518.4	58	%	$	249.1	$	312.1	$	561.2	58	%
License and resale fees		71.7	8	%		15.8		41.2		57.0	6	%
Total products and services		590.1	66	%		264.9		353.3		618.2	64	%
Reimbursed expenses		21.5	2	%		10.7		13.1		23.8	2	%
	$	611.6	68	%	$	275.6	$	366.4	$	642.0	67	%
Availability Services
Services	$	281.5	31	%	$	139.4	$	178.6	$	318.0	33	%
License and resale fees		3.8	—	%		1.7		1.1		2.8	—	%
Total products and services		285.3	32	%		141.1		179.7		320.8	33	%
Reimbursed expenses		2.4	—	%		0.7		1.7		2.4	—	%
	$	287.7	32	%	$	141.8	$	181.4	$	323.2	33	%
Total Revenue
Services	$	799.9	89	%	$	388.5	$	490.7	$	879.2	91	%
License and resale fees		75.5	8	%		17.5		42.3		59.8	6	%
Total products and services		875.4	97	%		406.0		533.0		939.0	97	%
Reimbursed expenses		23.9	3	%		11.4		14.8		26.2	3	%
	$	899.3	100	%	$	417.4	$	547.8	$	965.2	100	%

(1) As described above, our combined results for the three months ended September 30, 2005 represent the sum of the amounts for the Predecessor period from July 1, 2005 through August 10, 2005 and for the Successor period from August 11, 2005 through September 30, 2005. This combination does not comply with GAAP or with the rules for pro forma presentation, but is presented because we believe it enables a meaningful comparison of our results.

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INCOME FROM OPERATIONS:

Our total operating margin was 0.9% for the three months ended September 30, 2005 compared to 20.4% for the three months ended September 30, 2004 (a 1,950 basis point change), due primarily to a $118 million increase in merger costs. The negative impact on total operating margin of the increase in merger costs and purchase accounting adjustments resulting from the Transaction was 1,530 basis points. The purchase accounting adjustments, which are preliminary, included incremental amortization of acquisition-related intangible assets of $32 million and the deferred revenue adjustment of $12 million. A $15 million decrease in license fee revenue and $12 million in stock-based compensation and management fees payable to the Sponsors caused a 210 basis point decline in the total operating margin. In addition, growth in the global account management program and other corporate costs caused a 100 basis point decline in the total operating margin.

Financial Systems:

The FS operating margin was 10.7% for the three months ended September 30, 2005 compared to 17.6% for the three months ended September 30, 2004. The negative impact on the FS margin of the purchase accounting adjustments resulting from the Transaction was 500 basis points, including incremental amortization ($20 million) and the deferred revenue adjustment ($3 million). The balance of the margin decline was caused primarily by a $7 million decrease in license fees.

Higher Education and Public Sector Systems:

The HE/PS operating margin was 12.6% for the three months ended September 30, 2005 compared to 19.4% for the three months ended September 30, 2004. The negative impact on the HE/PS margin of the purchase accounting adjustments resulting from the Transaction was 80 basis points, including incremental amortization ($2 million) and the deferred revenue adjustment ($3 million). The balance of the margin decline in 2005 was caused primarily by a $6 million decrease in license fee revenue and the negative impact on margins of a business acquired in February 2005.

Availability Services:

The AS operating margin was 26.0% for the three months ended September 30, 2005 compared to 31.1% for the three months ended September 30, 2004. The negative impact on the AS margin of the purchase accounting adjustments resulting from the Transaction was 440 basis points, including incremental amortization ($10 million) and the deferred revenue adjustment ($6 million). The AS margin also decreased due to the lower margin associated with a business acquired in January 2005.

REVENUE:

Total revenue was $965 million for the three months ended September 30, 2005 compared to $899 million for the three months ended September 30, 2004. The increase in total revenue in 2005 is due to $40 million from acquired businesses offset in part by a decrease of $32 million due to the sale of Brut LLC in September 2004 and the deferred revenue adjustment of $12 million. Internal revenue growth was approximately 4% and 3% in each of the three months ended September 30, 2005 and 2004, respectively.

Services revenue was $879 million for the three months ended September 30, 2005 compared to $800 million for the three months ended September 30, 2004. The increase was due primarily to the impact of acquired HE/PS and AS businesses and to internal revenue growth in FS, offset in part by the sale of Brut LLC.

Revenue from license and resale fees was $60 million and $76 million for the three months ended September 30, 2005 and 2004, respectively, and includes software license revenue of $42 million and $57 million, respectively.

Financial Systems:

The decrease in FS revenue in 2005 reflects the impact of the sale of Brut LLC which had $32 million in revenue in 2004, offset in part by acquired businesses. Internal revenue growth was 3% for the three months ended September 30, 2005 compared to 4% in 2004.

For the three months ended September 30, 2005 and 2004, FS revenue from license and resale fees was $33 million and $41 million, respectively. The decrease was primarily due to brokerage and trading systems and benefit, insurance and investor accounting systems.

24

Higher Education and Public Sector Systems:

The aggregate increase in HE/PS revenue was $42 million for the three months ended September 30, 2005 compared to the corresponding period in 2004. Services revenue increased $48 million due to acquired businesses and internal revenue growth of 5%, which was partly offset by a $6 million decline in license and resale fees.

Availability Services:

The aggregate increase in AS revenue was $35 million in 2005, due primarily to a business acquired in January 2005 and internal revenue growth of 6%.

COSTS AND EXPENSES:

Cost of sales and direct operating expenses as a percentage of total revenue was 47% for the three months ended September 30, 2005 compared to 46% for the three months ended September 30, 2004. The increase of $42 million was due primarily to acquired businesses and an increase in reimbursable clearing broker costs, offset in part by a decrease in expenses due to the sale of Brut LLC.

Sales, marketing and administration expenses were 20% for the three months ended September 30, 2005 compared to 18% for the three months ended September 30, 2004. The increase of $34 million was due primarily to acquired businesses, growth in the global account management program and a non-cash charge of approximately $8 million for stock compensation (see Note 3 of Notes to Consolidated Condensed Financial Statements).

Because AS product development costs are insignificant, it is more meaningful to measure product development expense as a percentage of revenue from software and processing solutions. For the three months ended September 30, 2005 and 2004, software development expenses were 10% and 9% of revenue from software and processing solutions, respectively.

Depreciation and amortization was consistent as a percentage of total revenue at 6% for the three months ended September 30, 2005 and 2004. Total depreciation and amortization increased $4 million in 2005 due primarily to depreciation from acquired businesses.

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Amortization of acquisition-related intangible assets was 7% for the three months ended September 30, 2005 compared to 3% for the three months ended September 30, 2004. Amortization of acquisition-related intangible assets increased $36 million in 2005 due to the impact of the Transaction as well as recent acquisitions made by the Company.

Other income (expense) decreased $82 million in the three months ended September 30, 2005 due to the gain associated with the sale of Brut LLC in September 2004.

Interest income was $5 million for the three months ended September 30, 2005 compared to $2 million for the three months ended September 30, 2004. The increase was due primarily to interest earned on higher average invested balances. Interest expense was $91 million for the three months ended September 30, 2005 compared to $8 million for the three months ended September 30, 2004. The increase was due to the $7.3 billion increase in debt incurred in connection with the Transaction.

LIQUIDITY AND CAPITAL RESOURCES:

At September 30, 2005, cash and equivalents were $303 million, a decrease of $371 million from December 31, 2004. Cash flow from operations was $828 million in the nine months ended September 30, 2005 compared to cash flow from operations of $464 million in the nine months ended September 30, 2004. The increase in cash flow from operations is due primarily to the sale of accounts receivable under our long-term receivables facility, and to an increase in accounts payable and accrued expenses related to lower income tax payments in 2005 and lower initial working capital requirements of businesses acquired in 2005 compared to those acquired in 2004.

Net investing activities were $12.25 billion in the nine months ended September 30, 2005, including $11.62 billion in connection with the Transaction, $434 million (net of cash acquired) for eight acquisitions and $209 million for capital expenditures. Net cash used in investing activities was $737 million in the nine months ended September 30, 2004, which is net of $194 million cash received from the sale of Brut LLC and other businesses. During that period, we spent $764 million (net of cash acquired) on nine acquisitions and $167 million on capital expenditures.

Net cash provided by financing activities was $11.05 billion for the nine months ended September 30, 2005. Transaction-related financing activities totaled $11.11 billion, including $7.33 billion of new debt incurred, $3.45 billion of equity contributions and $330 million of proceeds from option exercises. Net cash provided by financing activities was $281 million in the first nine months of 2004.

At September 30, 2005, contingent purchase price obligations that depend upon the operating performance of certain acquired businesses cannot exceed $152 million, none of which we currently expect to pay. We also have outstanding letters of credit and bid bonds that total approximately $56 million.

As a result of the Transaction, we are highly leveraged and our debt service requirements are significant. At September 30, 2005, we have outstanding $7.73 billion in aggregate indebtedness, with additional borrowing capacity of $900 million under our revolving credit facility (not giving effect to any outstanding letters of credit, which could reduce the amount available under our new revolving credit facility) and $49 million under our receivables facilities. Our cash interest expense for the period August 11, 2005 through September 30, 2005 was $83 million.

We expect our cash flow from operations, combined with availability under our revolving credit facility and receivables facilities, to provide sufficient liquidity to fund our current obligations, projected working capital requirements and capital spending for a period that includes the next 12 months.

The Transaction

On August 11, 2005, in connection with the Transaction, we (i) entered into a new $4.0 billion senior secured credit facility, consisting of a $3.69 billion term loan facility with SunGard Data Systems Inc. as the borrower, a $315 million-equivalent term loan facility with a U.K. subsidiary as the borrower ($165 million of which is denominated in euros and $150 million of which is denominated in pounds sterling), and a $1.0 billion revolving credit facility ($900 million available as of September 30, 2005), (ii) issued $3.0 billion aggregate principal amount of senior notes and senior subordinated notes and (iii) entered into receivables securitization facilities totaling $375 million.

The senior secured credit facilities and the indentures governing the senior notes and senior subordinated notes issued in connection with the Transaction limit our (and most or all of our subsidiaries’) ability to incur additional indebtedness, pay dividends on or make other distributions or repurchase capital stock, make certain investments, enter into certain types of

26

transactions with affiliates, use assets as security in other transactions, and sell certain assets or merge with or into other companies. In addition, under the senior secured credit agreement, we will be required to satisfy and maintain specified financial ratios and other financial condition tests.

As of September 30, 2005, our total contractual cash obligations relating to short-term and long-term debt were $7.73 billion, of which $50 million is payable in the next year, $80 million is payable in 2007 and 2008, $308 million of which is payable in 2009 and 2010 and $7.3 billion is payable after 2010. These amounts do not reflect any contractual obligations related to our operating leases, purchase obligations and our off-balance sheet receivables facilities described below.

Senior Secured Credit Facilities

Borrowings under the senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the higher of (1) the prime rate of JPMorgan Chase Bank, N.A. and (2) the federal funds rate plus 1/2 of 1% or (b) a LIBOR rate determined by reference to the costs of funds for deposits in the currency of such borrowing for the interest period relevant to such borrowing adjusted for certain additional costs. The applicable margin for borrowings under the revolving credit facility may be reduced subject to attaining certain leverage ratios. In addition to paying interest on outstanding principal under the senior secured credit facilities, we pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder. The initial commitment fee rate is 0.50% per annum. The commitment fee rate may be reduced subject to attaining certain leverage ratios.

All obligations under the senior secured credit agreement are unconditionally guaranteed by SunGard Holdco LLC and, subject to certain exceptions, by all domestic wholly owned subsidiaries, referred to, collectively, as U.S. Guarantors. In addition, the borrowings of U.K. subsidiary borrowers under the revolving credit facility are unconditionally guaranteed by certain wholly owned U.K. subsidiaries.

Senior Notes due 2009 and 2014

On January 15, 2004, we issued $500 million of senior unsecured notes, $250 million of 3.75% notes due 2009 and $250 million of 4.875% notes due 2014, which are subject to certain standard covenants. Upon completion of the Transaction and to the extent required by their indentures, these senior notes became collateralized on an equal and ratable basis with loans under the senior secured credit facilities and are guaranteed by all subsidiaries that guarantee the senior notes due 2013 and senior subordinated notes due 2015. The senior notes due 2009 and 2014 are recorded at $443 million as of September 30, 2005 as a result of fair value adjustments related to purchase accounting. The discount of $57 million will be amortized into interest expense and added to the recorded amounts over the remaining periods to maturity.

Senior Notes due 2013 and Senior Subordinated Notes due 2015

The senior notes due 2013 are senior unsecured obligations that rank senior in right of payment to future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior notes, including the senior subordinated notes. The senior notes (i) rank equally in right of payment to all existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the senior notes, (ii) are effectively subordinated in right of payment to all existing and future secured debt to the extent of the value of the assets securing such debt, and (iii) are structurally subordinated to all obligations of each subsidiary that is not a guarantor of the senior notes.

The senior subordinated notes due 2015 are unsecured senior subordinated obligations that are subordinated in right of payment to the existing and future senior debt, including the senior secured credit facilities, the senior notes due 2009 and 2014 and the senior notes due 2013. The senior subordinated notes (i) rank equally in right of payment to all future senior subordinated debt, (ii) are effectively subordinated in right of payment to all existing and future secured debt to the extent of the value of the assets securing such debt, (iii) are structurally subordinated to all obligations of each subsidiary that is not a guarantor of the senior subordinated notes, and (iv) rank senior in right of payment to all future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior subordinated notes.

The senior notes due 2013 and senior subordinated notes due 2015 are redeemable in whole or in part, at our option, at any time at varying redemption prices that generally include premiums, which are defined in the applicable indentures. In addition, upon a change of control, we are required to make an offer to redeem all of the senior notes and senior subordinated notes at a redemption price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest.

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Receivables Securitization Facilities

In August 2005, certain domestic subsidiaries entered into two receivables facilities, a transitional facility and a long-term facility (the “Facilities”). The Facilities allow us to sell, on a revolving basis, an undivided interest that provides, in the aggregate, up to $375 million in funding, based on the amount of eligible receivables and satisfaction of other customary conditions, for a period of up to six years following the Transaction.

Domestic subsidiaries that are not yet eligible to participate in the long-term facility participate in the transitional facility. Subsidiaries that participate in the transitional facility transfer their eligible receivables to third party conduits through a wholly owned bankruptcy remote special purpose entity that is consolidated for financial reporting purposes. The funding under the transitional facility is provided by the lenders under our senior secured credit facilities. We must use reasonable commercial efforts to cause the participating subsidiaries to join the long-term facility within 150 days after the Transaction. If this does not occur, the lenders will have the right to refinance the transitional facility on terms no less favorable to us than the terms of the senior secured term loan facility. Sales of receivables under the transitional facility cannot be accounted for as sales under the provisions of FASB Statement No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities” (SFAS 140). Accordingly, these receivables, totaling $281 million, are included in trade receivables and secure the corresponding borrowings, which are included in long-term debt in the accompanying consolidated balance sheet as of September 30, 2005.

Under the long-term facility, eligible receivables are sold to third-party conduits through a wholly owned bankruptcy remote special purpose entity that is not consolidated for financial reporting purposes. We continue to service the receivables and charge a monthly servicing fee at market rates. The third-party conduits are sponsored by the lenders under our senior secured credit facilities. Additional subsidiaries may become parties to the long-term facility, subject to the satisfaction of specified conditions including the completion of satisfactory due diligence. Sales of receivables under the long-term facility qualify as sales under the provisions of SFAS 140. Accordingly, these receivables, totaling $303 million net of applicable allowances, and the corresponding borrowings, totaling $139 million, are excluded from our consolidated balance sheet as of September 30, 2005. Our retained interest in receivables sold as of September 30, 2005 is $151 million. Expenses associated with the long-term facility totaled $7.6 million for the period ended September 30, 2005, of which $4 million related to the loss on sale of the receivables and discount on retained interests (net of the related servicing revenue) is recorded in other income (expense) and the remainder, representing facility and professional fees, are recorded in merger and other costs in our consolidated statements of operations. The gain or loss on sale of receivables is determined at the date of transfer based upon the fair value of the assets sold and the interests retained. We estimate fair value based on the present value of expected cash flows. The collection period and discount rate (prime rate at September 30, 2005) are the key assumptions used in this estimate. At September 30, 2005, neither a 10% nor a 20% adverse change in the assumed collection period or assumed discount rate would have a material impact on our financial position or results of operations.

Covenant Compliance

Adjusted EBITDA is used to determine our compliance with certain covenants contained in the indentures governing the senior notes due 2013 and senior subordinated notes due 2015 and in our senior secured credit facilities. Adjusted EBITDA is defined as EBITDA further adjusted to exclude unusual items and other adjustments permitted in calculating covenant compliance under the indentures and our senior secured credit facilities. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors to demonstrate compliance with our financing covenants.

The breach of covenants in our senior secured credit facilities that are tied to ratios based on Adjusted EBITDA could result in a default under that agreement and the lenders could elect to declare all amounts borrowed due and payable. Any such acceleration would also result in a default under our indentures. Additionally, under our debt agreements, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to ratios based on Adjusted EBITDA.

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Adjusted EBITDA is calculated as follows:

	Predecessor											Successor			Last Twelve Months September 30, 2005
	Nine months ended September 30, 2004			Three months ended September 30, 2004			Period from January 1, 2005 through August 10, 2005		Period from July 1, 2005 through August 10, 2005			Period from August 11, 2005 through September 30, 2005
Net income (loss)	$	341,762		$	153,537		$	145,752	$	(42,665	)	$	(23,071	)	$	234,560
Interest expense, net		16,940			5,921			7,541		223			86,111			97,026
Taxes		228,789			103,305			142,144		5,441			(19,884	)		200,966
Depreciation and amortization		252,180			85,744			225,502		41,492			83,703			394,048
EBITDA		839,671			348,507			520,939		4,491			126,859			926,600
Purchase accounting adjustments (a)		—			—			—		—			12,114			12,114
Non-cash charges (b)		1,015			559			61,128		70			7,985			69,559
Unusual or non-recurring charges (c)		(76,286	)		(75,862	)		60,761		102,708			18,838			83,987
Restructuring charges or reserves (d)		—			—			11,497		—			—			11,497
Acquired EBITDA, net of disposed EBITDA (e)		45,089			11,630			11,836		503			—			24,068
Other (f)		2,034			829			2,271		247			134			3,368
Adjusted EBITDA - Senior Secured Credit Facilities		811,523			285,663			668,432		108,019			165,930			1,131,193
Loss on sale of receivables (g)		—			—			—		—			3,969			3,969
Adjusted EBITDA - Senior Notes due 2013 and Senior Subordinated Notes due 2015	$	811,523		$	285,663		$	668,432	$	108,019		$	169,899		$	1,135,162

(a) Purchase accounting adjustments include the adjustment of deferred revenue to fair value at the date of the Transaction.

(b) Non-cash charges include non-cash stock-based compensation resulting from the acceleration of stock options and restricted stock under APB 25 and relating to the new stock-based compensation plans under SFAS 123R (see Note 3 of Notes to Consolidated Financial Statements) and loss on the sale of assets.

(c) Unusual or non-recurring charges include merger costs associated with the Transaction, gain on the sale of Brut LLC, payroll taxes and certain compensation and other expenses associated with acquisitions made by the Company.

(d) Restructuring charges or reserves include the relocation of a leased availability services facility in North Bergen, New Jersey to an expanded facility in Carlstadt, New Jersey.

(e) Acquired EBITDA net of disposed EBITDA reflects the EBITDA impact of significant businesses that were acquired or disposed of during the period as if the acquisition or disposition occurred at the beginning of the period.

(f) Other includes franchise and similar taxes reported in operating expenses and management fees paid to the Sponsors, offset by interest charges relating to the receivables facilities and gains related to fluctuation of foreign currency exchange rates.

(g) The loss on sale of receivables under the long-term receivables facility is added back in calculating Adjusted EBITDA for purposes of the indentures governing the senior notes due 2013 and the senior subordinated notes due 2015 but is not added back in calculating Adjusted EBITDA for purposes of the senior secured credit facilities.

EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS:

On December 16, 2004, the Financial Accounting Standards Board (FASB) issued a new standard on accounting for share-based payments, SFAS Number 123R (revised 2004), “Share-Based Payment” (SFAS 123R). SFAS 123R supersedes Accounting Principles Board Opinion Number 25 (APB 25) and requires companies to expense the fair value of employee stock options and similar awards over the employee requisite service period. The Company adopted SFAS 123R as of the

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date of the Transaction using the modified prospective method, which requires companies to record stock compensation expense for all unvested and new awards as of the adoption date. Accordingly, prior period amounts presented herein have not been restated.

Prior to the closing of the Transaction, the Company applied Accounting Principles Board Opinion Number 25, “Accounting for Stock Issued to Employees,” in accounting for its stock option and award plans. Accordingly, compensation expense was recorded for its restricted stock awards and no expense was recorded for its other stock-based plans. The Company provided supplemental information in the footnotes of the financial statements in accordance with SFAS Number 123, “Accounting for Stock-Based Compensation” (SFAS 123).

The Company has consistently used the Black-Scholes option-pricing model to value its options. For the period ended September 30, 2005, the Company recognized non-cash stock-based compensation expense of $8 million relating to its stock-based compensation plans. At September 30, 2005, there is approximately $115 million of unearned non-cash compensation that the Company expects to recognize as expense over the next 5.25 years.

In September 2004 the FASB Emerging Issues Task Force reached a consensus on Issue 04-01, Accounting for Pre-existing Relationships between the Parties to a Business Combination (EITF 04-01). EITF 04-01 is effective for business combinations completed in reporting periods beginning after October 13, 2004. EITF 04-01 applies when two parties that have a pre-existing contractual relationship enter into a business combination. EITF 04-01 addresses whether a consummation of a business combination between two parties that have a pre-existing contractual relationship should be evaluated to determine if a settlement of a pre-existing contractual relationship exists, thus requiring accounting separate from the business combination. The adoption of EITF 04-01 on January 1, 2005 did not have a material impact on the Company’s financial position or results of operations.

In December 2004 the FASB Staff issued FASB Staff Position No. 109-2 (FSP 109-2), Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004 (the Jobs Act), which was effective upon issuance. FSP 109-2 provides guidance with respect to reporting the potential impact of the repatriation provisions of the Jobs Act on an enterprise’s income tax expense and deferred tax liability. The Jobs Act was enacted in October 2004 and provides for a temporary 85% dividends received deduction on certain foreign earnings repatriated during a one-year period. The deduction would result in an approximate 5.25% federal tax rate on the repatriated earnings. To qualify for the deduction, the earnings must be reinvested in the United States pursuant to a domestic reinvestment plan established by a company’s chief executive officer and approved by a company’s board of directors. Certain other criteria in the Jobs Act must be satisfied as well. FSP 109-2 states that an enterprise is allowed time beyond the financial reporting period to evaluate the effect of the Jobs Act on its plan for reinvestment or repatriation of foreign earnings. FSP 109-2 is not expected to have a material impact on the Company’s 2005 tax expense or deferred tax liability.

In March 2005 the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143” (FIN 47). FIN 47 clarifies that conditional asset retirement obligations meet the definition of liabilities and should be recognized when incurred if their fair values can be reasonably estimated. The Interpretation is effective no later than December 31, 2005. The cumulative effect of initially applying the Interpretation will be recognized as a change in accounting principle. The Company is in the process of evaluating the expected effect of FIN 47 on its Consolidated Financial Statements.

RISK FACTORS:

Certain of the matters we discuss in this Form 10-Q, including certain statements made in “Liquidity and Capital Resources,” and all other statements in this Form 10-Q other than historical facts, constitute forward-looking statements. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “would,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions which concern our strategy, plans or intentions. All statements we make relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. All of these forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those we expected. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Some of the factors that we believe could affect our results include: general economic and market conditions; the overall

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condition of the financial services industry, including the effect of any further consolidation among financial services firms; the integration of acquired businesses, the performance of acquired businesses, and the prospects for future acquisitions; the effect of war, terrorism, natural disasters or other catastrophic events; the effect of disruptions to our systems and infrastructure; the timing and magnitude of software sales; the timing and scope of technological advances; customers taking their information availability solutions in-house; the trend in information availability toward solutions utilizing more dedicated resources; the market and credit risks associated with clearing broker operations; the ability to retain and attract customers and key personnel; risks relating to the foreign countries where we transact business; and the ability to obtain patent protection and avoid patent-related liabilities in the context of a rapidly developing legal framework for software and business-method patents. The factors described in this paragraph and other factors that may affect our business or future financial results are discussed in our filings with the Securities and Exchange Commission, including this Form 10-Q. We assume no obligation to update any written or oral forward-looking statement made by us or on our behalf as a result of new information, future events or other factors.

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Risks Related to Our Indebtedness

Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our debt obligations.

As a result of the Transaction, we are highly leveraged and our debt service requirements are significant. At September 30, 2005, our total indebtedness is $7.73 billion. We also have additional $900 million available for borrowing under the revolving portion of our revolving credit facility at that date. In addition, $49 million of funding is outstanding under our long-term receivables facility.

Our high degree of leverage could have important consequences, including:

• making it more difficult for us to make payments on our debt obligations;

• increasing our vulnerability to general economic and industry conditions;

• requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;

• exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our senior secured credit facilities and senior subordinated credit facility, will be at variable rates of interest;

• restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

• limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; and

• limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future, subject to the restrictions contained in our senior secured credit facilities and the indentures relating to our new senior notes. If new indebtedness is added to our current debt levels, the related risks that we now face could intensify.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

Our senior secured credit agreement and the indentures governing our new senior notes contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our and our restricted subsidiaries’ ability to, among other things:

• incur additional indebtedness or issue certain preferred shares;

• pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments;

• make certain investments;

• sell certain assets;

• create liens;

• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and

• enter into certain transactions with our affiliates

In addition, under the senior secured credit agreement, we are required to satisfy and maintain specified financial ratios and other financial condition tests. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and we cannot assure you that we will meet those ratios and tests. A breach of any of these covenants could result in a default under the senior secured credit agreement. Upon the occurrence of an event of default under the senior secured credit agreement, the lenders could elect to declare all amounts outstanding under the senior secured credit agreement to be immediately due and payable and terminate all commitments to extend further credit.

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If we were unable to repay those amounts, the lenders under the senior secured credit agreement could proceed against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under the senior secured credit agreement and, to the extent required by the indenture governing the existing senior notes, the existing senior notes. If the lenders under the senior secured credit agreement accelerate the repayment of borrowings, we cannot assure you that we will have sufficient assets to repay the senior secured credit agreement and the existing senior notes, as well as our unsecured indebtedness.

Risks Related to Our Business

Our business depends largely on the economy and financial markets, and a slowdown or downturn in the economy or financial markets could adversely affect our business and results of operations.

When there is a slowdown or downturn in the economy, a drop in stock market levels or trading volumes, or an event that disrupts the financial markets, our business and financial results may suffer for a number of reasons. Customers may react to worsening conditions by reducing their capital expenditures in general or by specifically reducing their spending on information technology. In addition, customers may curtail or discontinue trading operations, delay or cancel information technology projects, or seek to lower their costs by renegotiating vendor contracts. Also, customers with excess information technology resources may choose to take their availability solutions in-house rather than obtain those solutions from us. Moreover, competitors may respond to market conditions by lowering prices and attempting to lure away our customers to lower cost solutions. If any of these circumstances remain in effect for an extended period of time, there could be a material adverse effect on our financial results. During the last economic slowdown, our internal growth decreased, and nearly all of our revenue growth during 2001 through 2003 was from acquisitions. Because our financial performance tends to lag behind fluctuations in the economy, our recovery from any particular downturn in the economy may not occur until after economic conditions have generally improved.

Our business depends largely on the financial services industry, and a weakening of the financial services industry could adversely affect our business and results of operations.

Because our customer base is concentrated in the financial services industry, our business is largely dependent on the health of that industry. When there is a general downturn in the financial services industry, or if our customers in that industry experience financial or business problems, our business and financial results may suffer. If financial services firms continue to consolidate (as they have over the past decade or so), there could be a material adverse effect on our business and financial results. When a customer merges with a firm using its own solution or another vendor’s solution, they could decide to consolidate their processing on a non-SunGard system, which could have an adverse effect on our financial results.

Our acquisition program is an important element of our strategy but, because of the uncertainties involved, this program may not be successful and we may not be able to successfully integrate and manage acquired businesses.

Part of our growth strategy is to pursue additional acquisitions in the future. There can be no assurance that our acquisition program will continue to be successful. In addition, we may finance any future acquisition with debt, which would increase our interest costs. If we are unable to successfully integrate and manage acquired businesses, or if acquired businesses perform poorly, then our business and financial results may suffer. It is possible that the businesses we have acquired and businesses that we acquire in the future may perform worse than expected or prove to be more difficult to integrate and manage than expected. If that happens, there may be a material adverse effect on our business and financial results for a number of reasons, including:

• we may have to devote unanticipated financial and management resources to acquired businesses;

• we may not be able to realize expected operating efficiencies or product integration benefits from our acquisitions;

• we may have to write-off goodwill or other intangible assets; and

• we may incur unforeseen obligations or liabilities in connection with acquisitions.

If we are unable to identify suitable acquisition candidates and successfully complete acquisitions, our growth and our financial results may be adversely affected.

Our growth has depended in part on our ability to acquire similar or complementary businesses on favorable terms. In the last three years, most of our revenue growth was from acquired businesses. This growth strategy is subject to a number of risks that could adversely affect our business and financial results, including:

• we may not be able to find suitable businesses to acquire at affordable valuations or on other acceptable terms;

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• we may face competition for acquisitions from other potential acquirers, some of whom may have greater resources than us or may be less highly leveraged, or from the possibility of an acquisition target pursuing an initial public offering of its stock;

• we may have to incur additional debt to finance future acquisitions as we have done in the past and no assurance can be given as to whether, and on what terms, such additional debt will be available; and

• we may find it more difficult or costly to complete acquisitions due to changes in accounting, tax, securities or other regulations.

Catastrophic events may disrupt or otherwise adversely affect the markets in which we operate, our business and our profitability.

Our business may be adversely affected by a war, terrorist attack, natural disaster or other catastrophe. A catastrophic event could have a direct negative impact on us or an indirect impact on us by, for example, affecting our customers, the financial markets or the overall economy. The potential for a direct impact is due primarily to our significant investment in our infrastructure. Although we maintain redundant facilities and have contingency plans in place to protect against both man-made and natural threats, it is impossible to fully anticipate and protect against all potential catastrophes. Despite our preparations, a security breach, criminal act, military action, power or communication failure, flood, severe storm or the like could lead to service interruptions and data losses for customers, disruptions to our operations, or damage to our important facilities. The same disasters or circumstances that may lead to our customers requiring access to our availability services may negatively impact our own ability to provide such services. Our three largest availability services facilities are particularly important, and a major disruption at one or more of those facilities could disrupt or otherwise impair our ability to provide services to our availability services customers. If any of these events happen, we may be exposed to unexpected liability, our customers may leave, our reputation may be tarnished, and there could be a material adverse effect on our business and financial results.

Our application service provider systems may be subject to disruptions that could adversely affect our reputation and our business.

Our application service provider systems maintain and process confidential data on behalf of our customers, some of which is critical to their business operations. For example, our brokerage and trading systems maintain account and trading information for our customers and their clients, and our benefit, insurance and investor accounting systems maintain investor account information for retirement plans, insurance policies and mutual funds. There is no guarantee that the systems and procedures that we maintain to protect against unauthorized access to such information are adequate to protect against all security breaches. If our application service provider systems are disrupted or fail for any reason, or if our systems or facilities are infiltrated or damaged by unauthorized persons, our customers could experience data loss, financial loss, harm to reputation and significant business interruption. If that happens, we may be exposed to unexpected liability, our customers may leave, our reputation may be tarnished, and there could be a material adverse effect on our business and financial results.

Because the sales cycle for our software is typically lengthy and unpredictable, our results may fluctuate from period to period.

Our operating results may fluctuate from period to period and be difficult to predict in a particular period due to the timing and magnitude of software sales. We offer some of our financial systems on a license basis, which means that the customer has the right to run the software on its own computers. The customer usually makes a significant up-front payment to license software, which we generally recognize as revenue when the license contract is signed and the software is delivered. The size of the up-front payment often depends on a number of factors that are different for each customer, such as the number of customer locations, users or accounts. As a result, the sales cycle for a software license may be lengthy and take unexpected turns. Thus, it is difficult to predict when software sales will occur or how much revenue they will generate. Since there are few incremental costs associated with software sales, our operating results may fluctuate from quarter to quarter and year to year due to the timing and magnitude of software sales.

Rapid changes in technology and our customers’ businesses could adversely affect our business and financial results.

Our business may suffer if we do not successfully adapt our products and services to changes in technology and changes in our customers’ businesses. These changes can occur rapidly and at unpredictable intervals and we cannot assure you that we will be able to respond adequately. If we do not successfully update and integrate our products and services to adapt to these changes, or if we do not successfully develop new products and services needed by our customers to keep pace with these changes, then our business and financial results may suffer. Our ability to keep up with technology and business changes is subject to a number of risks, including:

• we may find it difficult or costly to update our products and services and to develop new products fast enough to meet our customers’ needs;

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• we may find it difficult or costly to make some features of our products and services work effectively and securely over the Internet;

• we may find it difficult or costly to integrate more of our FS solutions into efficient straight-through processing solutions;

• we may find it difficult or costly to update our products and services to keep pace with business, regulatory and other developments in the financial services industry, where many of our customers operate; and

• we may find it difficult or costly to update our services to keep pace with advancements in hardware, software and telecommunications technology.

Some technological changes, such as advancements that have facilitated the ability of our AS customers to develop their own internal solutions, may render some of our products and services less valuable or eventually obsolete. In addition, because of ongoing, rapid technological changes, the useful lives of some technology assets have become shorter and customers are therefore replacing these assets more often. As a result, our customers are increasingly expressing a preference for contracts with shorter terms, which could make our revenue less predictable in the future.

Customers taking their availability solutions in-house may continue to create pressure on our internal revenue growth rate.

Our AS solutions allow customers to leverage our significant infrastructure and take advantage of our experience, technology expertise, resource management capabilities and vendor neutrality. Nevertheless, some customers, especially among the very largest having significant information technology resources, prefer to develop and maintain their own in-house availability solutions, which can result in a loss of revenue from those customers. Technological advances in recent years have significantly reduced the cost yet not the complexity of developing in-house solutions. Over the past several years, business lost to customers taking their availability solutions in-house generally has offset our new sales. If this trend continues or worsens, there will be continued pressure on our internal revenue growth rate.

The trend toward information availability solutions utilizing more single customer dedicated resources likely will lower our overall operating margin percentage over time.

In the information availability services industry, especially among our more sophisticated customers, there is an increasing preference for solutions that utilize some level of dedicated resources, such as blended advanced recovery services and “always on” production services. The primary reason for this trend is that adding dedicated resources, although more costly, provides greater control, reduces data loss and facilitates quicker responses to business interruptions. Advanced recovery services often result in greater use of both shared and dedicated resources and, therefore, typically generate appreciably higher revenue with only a modest increase in capital expenditures and a modest decrease in operating margin percentage. Production services require significant dedicated resources and, therefore, generally produce even higher revenue at an appropriately lower operating margin percentage.

Our brokerage operations are highly regulated and are riskier than our other businesses.

Organizations like the Securities and Exchange Commission, New York Stock Exchange and National Association of Securities Dealers can, among other things, fine, censure, issue cease-and-desist orders and suspend or expel a broker/dealer or any of its officers or employees for failures to comply with the many laws and regulations that govern brokerage operations. Our ability to comply with these laws and regulations is largely dependent on our establishment, maintenance and enforcement of an effective brokerage compliance program. Our failure to establish, maintain and enforce proper brokerage compliance procedures, even if unintentional, could subject us to significant losses, lead to disciplinary or other actions, and tarnish our reputation. Regulations affecting the brokerage industry, in particular with respect to active traders, may change, which could adversely affect our financial results.

We are exposed to certain risks due to the trading activities of our customers and professional traders of our brokerage operations. If customers or professional traders fail to pay for securities they buy, or fail to cover their short sales, or fail to repay margin loans we make to them, then we may suffer losses, and these losses may be disproportionate to the relatively modest revenue and profit contributions of this business. In our other businesses, we generally can disclaim liability for trading losses that may be caused by our software, but in our brokerage operations, we cannot limit our liability for trading losses even when we are not at fault.

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We could lose revenue due to “fiscal funding” or “termination for convenience” clauses in certain customer contracts, especially in our HE/PS business.

Certain of our customer contracts, particularly those with governments, institutions of higher education and school districts, may be partly or completely terminated by the customer due to budget cuts or sometimes for any reason at all. These types of clauses are often called “fiscal funding” or “termination for convenience” clauses. If a customer exercises one of these clauses, the customer would be obligated to pay for the services we performed up to the date of exercise, but would not have to pay for any further services. While we have not been materially affected by exercises of these clauses in the past, we may be in the future. If customers that collectively represent a substantial portion of our revenue were to invoke the fiscal funding or termination for convenience clauses of their contracts, our future business and results of operations could be adversely affected.

If we fail to comply with government regulations in connection with our providing technology services to certain financial institutions, our business and results of operations may be adversely affected.

Because we act as a third-party service provider to financial institutions and provide mission-critical applications for many financial institutions that are regulated by one or more member agencies of the Federal Financial Institutions Examination Council (“FFIEC”), we are subject to examination by the member agencies of the FFIEC. More specifically, we are a Multi-Regional Data Processing Servicer of the FFIEC because we provide mission critical applications for financial institutions from several data centers located in different geographic regions. As a result, the FFIEC conducts periodic reviews of certain of our operations in order to identify existing or potential risks associated with our operations that could adversely affect the financial institutions to whom we provide services, evaluate our risk management systems and controls, and determine our compliance with applicable laws that affect the services we provide to financial institutions. In addition to examining areas such as our management of technology, data integrity, information confidentiality and service availability, the reviews also assess our financial stability. Our incurrence of significant debt in connection with the Transaction increases the risk of an FFIEC agency review determining that our financial stability has been weakened. A sufficiently unfavorable review from the FFIEC could result in our financial institution customers not being allowed to use our technology services, which could have a material adverse effect on our business and financial condition.

If we are unable to retain or attract customers, our business and financial results will be adversely affected.

If we are unable to keep existing customers satisfied, sell additional products and services to existing customers or attract new customers, then our business and financial results may suffer. A variety of factors could affect our ability to successfully retain and attract customers, including the level of demand for our products and services, the level of customer spending for information technology, the level of competition from customers that develop their own solutions internally and from other vendors, the quality of our customer service, our ability to update our products and develop new products and services needed by customers, and our ability to integrate and manage acquired businesses. Our services revenue, which has been largely recurring in nature, comes from the sale of our products and services under fixed-term contracts. We do not have a unilateral right to extend these contracts when they expire. If customers cancel or refuse to renew their contracts, or if customers reduce the usage levels or asset values under their contracts, there could be a material adverse effect on our business and financial results.

If we fail to retain key employees, our business may be harmed.

Our success depends on the skill, experience and dedication of our employees. If we are unable to retain and attract sufficiently experienced and capable personnel, especially in product development, sales and management, our business and financial results may suffer. For example, if we are unable to retain and attract a sufficient number of skilled technical personnel, our ability to develop high quality products and provide high quality customer service may be impaired. Experienced and capable personnel in the technology industry remain in high demand, and there is continual competition for their talents. When talented employees leave, we may have difficulty replacing them, and our business may suffer. There can be no assurance that we will be able to successfully retain and attract the personnel that we need.

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We are subject to the risks of doing business internationally.

During 2004, approximately 26% of our revenue was generated outside the United States. Approximately 77% of this revenue was from customers located in the United Kingdom and Continental Europe. Because we sell our services outside the United States, our business is subject to risks associated with doing business internationally. Accordingly, our business and financial results could be adversely affected due to a variety of factors, including:

• changes in a specific country’s or region’s political and cultural climate or economic condition;

• unexpected changes in foreign laws and regulatory requirements;

• difficulty of effective enforcement of contractual provisions in local jurisdictions;

• inadequate intellectual property protection in foreign countries;

• trade-protection measures, import or export licensing requirements such as Export Administration Regulations promulgated by the U.S. Department of Commerce and fines, penalties or suspension or revocation of export privileges;

• the effects of applicable foreign tax structures and potentially adverse tax consequences; and

• significant adverse changes in foreign currency exchange rates.

The private equity firms that acquired the Company (“Sponsors”) control us and may have conflicts of interest with us.

Investment funds associated with or designated by the Sponsors indirectly own, through their ownership in our parent companies, a substantial portion of our capital stock. As a result, the Sponsors have control over our decisions to enter into any corporate transaction regardless of whether noteholders believe that any such transaction is in their own best interests. For example, the Sponsors could cause us to make acquisitions that increase the amount of indebtedness that is secured or that is senior to our new senior subordinated notes or to sell assets.

Additionally, the Sponsors are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. One or more of the Sponsors may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. So long as investment funds associated with or designated by the Sponsors continue to indirectly own a significant amount of the outstanding shares of our common stock, even if such amount is less than 50%, the Sponsors will continue to be able to strongly influence or effectively control our decisions.

If we are unable to protect our proprietary technologies and defend infringement claims, we could lose one of our competitive advantages and our business could be adversely affected.

Our success depends in part on our ability to protect our proprietary products and services and to defend against infringement claims. If we are unable to do so, our business and financial results may suffer. To protect our proprietary technology, we rely upon a combination of copyright, patent, trademark and trade secret law, confidentiality restrictions in contracts with employees, customers and others, software security measures, and registered copyrights and patents. Despite our efforts to protect the proprietary technology, unauthorized persons may be able to copy, reverse engineer or otherwise use some of our technology. It also is possible that others will develop and market similar or better technology to compete with us. Furthermore, existing patent, copyright and trade secret laws may afford only limited protection, and the laws of certain countries do not protect proprietary technology as well as United States law. For these reasons, we may have difficulty protecting our proprietary technology against unauthorized copying or use. If any of these events happens, there could be a material adverse effect on the value of our proprietary technology and on our business and financial results. In addition, litigation may be necessary to protect our proprietary technology. This type of litigation is often costly and time-consuming, with no assurance of success.

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The legal framework for software and business method patents is rapidly evolving. Some of our competitors may have been more aggressive than us in applying for or obtaining patent protection for innovative proprietary technologies both in the United States and internationally. There can be no assurance that in the future third parties will not assert infringement claims against us (as they have already done in the past) and preclude us from using a technology in our products or require us to enter into royalty and licensing arrangements on terms that are not favorable to us, or force us to engage in costly infringement litigation, which could result in us paying monetary damages or being forced to redesign our products to avoid infringement. Additionally, our licenses and service agreements with our customers generally provide that we will defend and indemnify them for claims against them relating to our alleged infringement of the intellectual property rights of third parties with respect to our products or services. We might have to defend or indemnify our customers to the extent they are subject to these types of claims. Any of these claims may be difficult and costly to defend and may lead to unfavorable judgments or settlements, which could have a material adverse effect on our reputation, business and financial results. For these reasons, we may find it difficult or costly to add or retain important features in our products and services.

Defects, design errors or security flaws in our products could harm our reputation and expose us to potential liability.

Most of our FS and HE/PS products are very complex software systems that are regularly updated. No matter how careful the design and development, complex software often contains errors and defects when first introduced and when major new updates or enhancements are released. If errors or defects are discovered in our current or future products, we may not be able to correct them in a timely manner, if at all. In our development of updates and enhancements to our products, we may make a major design error that makes the product operate incorrectly or less efficiently.

In addition, certain of our products include security features that are intended to protect the privacy and integrity of customer data. Despite these security features, our products and systems, and our customers’ systems may be vulnerable to break-ins and similar problems caused by third parties, such as hackers bypassing firewalls and misappropriating confidential information. Such break-ins or other disruptions could jeopardize the security of information stored in and transmitted through our computer systems and those of our customers, subject us to liability and tarnish our reputation. We may need to expend significant capital resources in order to eliminate or work around errors, defects, design errors or security problems. Any one of these problems in our products may result in the loss of or a delay in market acceptance of our products, the diversion of development resources, a lower rate of license renewals or upgrades and damage to our reputation, and in turn may increase service and warranty costs.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:

Historically, we have rarely used derivative financial instruments for trading or speculative purposes. We have invested our available cash in short-term, highly liquid financial instruments, with a substantial portion having initial maturities of three months or less. When necessary, we have borrowed to fund acquisitions.

At September 30, 2005, we have $4.67 billion of debt under the floating rate senior notes issued in connection with the Transaction and our senior secured credit agreement in addition to $139 million of sales of receivables under our off-balance sheet long-term receivables facilities, which are based on a floating rate index. A 1% increase in these floating rates would increase annual interest expense by approximately $48 million. Historically, we have had limited exposure to interest rate increases and have not used interest rate hedging strategies. However, given our greater exposure to interest rate increases, we expect to evaluate hedging opportunities and enter into hedging transactions in the future.

Included in the $4.67 billion of floating-rate senior notes is a $309 million-equivalent term loan facility, $161 million of which is denominated in euros and $148 million of which is denominated in pounds sterling. A 10% increase in the exchange rate for euros and pounds sterling could result in an increase in the total principal payments of $31 million and an increase in annual interest of $2 million. During 2004, approximately 26% of our revenue was from customers outside the United States. Approximately 77% of this revenue was from customers located in the United Kingdom and Continental Europe. Only a portion of the revenue from customers outside the United States is denominated in foreign currencies, the majority being pounds sterling and euros. Revenue and expenses of our foreign operations are generally denominated in their respective local currencies. We continue to monitor our exposure to foreign exchange rates as a result of our foreign currency denominated debt, our acquisitions and ongoing changes in our operations.

Item 4. CONTROLS AND PROCEDURES:

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Report. Based on that evaluation, the Chief

38

Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Report were designed and functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. However, we caution that a system of controls, no matter how well designed and operated, cannot provide absolute assurance that its objectives are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

(b) Change in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II. OTHER INFORMATION:

ITEM 1. LEGAL PROCEEDINGS: None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS: NONE.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES: None.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

(a) The Company’s 2005 Annual Meeting of Stockholders was held on July 28, 2005.

(b) At the 2005 Annual Meeting, the following were elected as directors either to serve, other than Cristóbal Conde, until the merger contemplated by the Agreement and Plan of Merger is completed or, if the Agreement and Plan of Merger is not adopted by the stockholders or the merger contemplated by the Agreement and Plan of Merger is not completed, all to serve for one-year terms until the 2006 Annual Meeting of Stockholders and until their respective successors are elected and qualified:

Director	For	Withheld
Gregory S. Bentley	248,966,362	12,240,868
Michael C. Brooks	251,016,818	10,190,412
Cristóbal Conde	257,553,682	3,653,547
Ramon de Oliveira	258,212,886	2,994,344
Henry C. Duques	250,543,781	10,663,448
Albert A. Eisenstat	250,938,396	10,268,833
Bernard Goldstein	244,069,296	17,137,933
Janet Brutschea Haugen	256,887,949	2,319,281
Robert E. King	256,108,266	5,098,963
James L. Mann	257,500,743	3,706,486
Malcolm I. Ruddock	258,305,265	2,901,964

(c) At the 2005 Annual Meeting, adoption of the Agreement and Plan of Merger, dated as of March 27, 2005, between the Company and Solar Capital Corp. was approved by the following vote:

Votes in favor	207,517,182
Votes against	551,785
Votes abstaining	1,691,392
Broker non-votes	51,446,870

At the 2005 Annual Meeting, adjournment or postponement of the meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Agreement and Plan of Merger was approved by the following vote:

Votes in favor	221,829,423
Votes against	25,685,126
Votes abstaining	13,692,680
Broker non-votes	0

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At the 2005 Annual Meeting, the appointment of PricewaterhouseCoopers LLP as the corporation’s independent registered public accounting firm for 2005 was ratified by the following vote:

Votes in favor	257,546,910
Votes against	1,729,743
Votes abstaining	1,930,575
Broker non-votes	0

ITEM 5. OTHER INFORMATION

(a) None

(b) As a result of the acquisition of the Company on August 11, 2005, and the delisting of the Company’s common stock from the New York Stock Exchange, the procedures by which security holders may recommend nominees to the Company’s board of directors were changed. The procedures are in accordance with the Delaware General Corporation Law, the Company’s Second Amended and Restated By-Laws, the Company’s Amended and Restated Certificate of Incorporation and the stockholders agreement with certain stockholders of our parent companies.

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ITEM 6. EXHIBITS:

3.1	Amended and Restated Certificate of Incorporation.
3.2	Second Amended and Restated Bylaws of SunGard Data Systems Inc.
4.1	Indenture, dated as of August 11, 2005, among Solar Capital Corp., SunGard Data Systems Inc., Guarantors named therein and The Bank of New York, as Trustee, governing the 9 1/8% Senior Notes and Senior Floating Rate Notes.
4.2	Indenture, dated as of August 11, 2005, among Solar Capital Corp., SunGard Data Systems Inc., Guarantors named therein and The Bank of New York, as Trustee, governing the 10 1/4% Senior Subordinated Notes.
4.3	Registration Rights Agreement, dated as of August 11, 2005, among Solar Capital Corp., SunGard Data Systems Inc., Guarantors named therein and Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., relating to the 9 1/8% Senior Notes and Senior Floating Rate Notes.
4.4	Registration Rights Agreement, dated as of August 11, 2005, among Solar Capital Corp., SunGard Data Systems Inc., Guarantors named therein and Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., relating to the 10 1/4% Senior Subordinated Notes.
10.1	Credit Agreement, dated as of August 11, 2005, among Solar Capital Corp. and the Overseas Borrowers party thereto as Borrowers, SunGard Holdco LLC, SunGard Data Systems Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the Other Lenders party thereto, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as Co-Syndication Agents, and Barclays Bank PLC and The Royal Bank of Canada as Co-Documentation Agents, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Lead Arrangers, and J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. as Joint Bookrunners.
10.2	Guarantee Agreement, dated as of August 11, 2005, among SunGard Holdco LLC, SunGard Data Systems Inc., Solar Capital Corp., the Subsidiaries of SunGard Data Systems Inc. identified therein and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.3	Security Agreement, dated as of August 11, 2005, among SunGard Holdco LLC, SunGard Data Systems Inc., Solar Capital Corp., the Subsidiaries of SunGard Data Systems Inc. identified therein and JPMorgan Chase Bank, N.A., as Collateral Agent.
10.4	Intellectual Property Security Agreement, dated as of August 11, 2005, among SunGard Holdco LLC, SunGard Data Systems Inc., Solar Capital Corp., the Subsidiaries of SunGard Data Systems Inc. identified therein and JPMorgan Chase Bank, N.A., as Collateral Agent.
10.5	Bridge First Step Receivables Purchase Agreement, dated as of August 11, 2005, by and among Certain Subsidiaries of SunGard Data System Inc., as Sellers and SunGard Financing LLC.
10.6	Bridge Second Step Receivables Purchase Agreement, dated as of August 11, 2005, by and among SunGard Financing LLC, as Transferor, and SunGard Funding II LLC, as the Transferee.
10.7	Bridge Receivables Credit Agreement, dated as of August 11, 2005, among SunGard Funding II LLC, as the Borrower, the Persons Party thereto as Conduit Lenders, Committed Lenders and Funding Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.8	First Step Receivables Purchase Agreement, dated as of August 11, 2005, by and among Certain Subsidiaries of SunGard Data System Inc., as Sellers and SunGard Financing LLC.

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10.9	Second Step Receivables Purchase Agreement, dated as of August 11, 2005, by and among SunGard Financing LLC as Transferor, and SunGard Funding II LLC, as the Transferee.
10.10	Insured Receivables Credit Agreement, dated as of August 11, 2005, among SunGard Funding LLC as the Borrower, the Persons Party thereto as Conduit Lenders, Committed Lenders and Funding Agents, Financial Guaranty Insurance Company as Insurer and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.11	Bridge Receivables Facility Performance Undertaking, dated as of August 11, 2005, executed by SunGard Data Systems Inc. in favor of SunGard Financing LLC, together with its successors and assigns, including JPMorgan Chase Bank, N.A., as Administrative Agent on behalf of the Lenders.
10.12	Bridge Receivables Facility Security Agreement, dated as of August 11, 2005, among SunGard Funding II LLC, as Grantor and JPMorgan Chase Bank, N.A., as Collateral Agent.
10.13	Bridge Receivables Facility Collection Agent Agreement, dated as of August 11, 2005, by and between SunGard Data Systems Inc., as Collection Agent, and SunGard Funding II LLC.
10.14	Insured Receivables Facility Performance Undertaking, dated as of August 11, 2005, executed by SunGard Data Systems Inc. in favor of SunGard Financing LLC, together with its successors and assigns, including JPMorgan Chase Bank, N.A., as Administrative Agent on behalf of the Lenders and the Insurer.
10.15	Insured Receivables Facility Security Agreement, dated as of August 11, 2005, among SunGard Funding LLC, as Grantor and JPMorgan Chase Bank, N.A., as Collateral Agent.
10.16	Insured Receivables Facility Collection Agent Agreement, dated as of August 11, 2005, by and between SunGard Data Systems Inc., as Collection Agent, and SunGard Funding LLC.
10.17	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc.
10.18	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. located in California, the United Kingdom and Switzerland.
10.19	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. located in South Carolina and Alabama.
10.20	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. employed by a subsidiary of SunGard Data Systems Inc.
10.21	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. located in California, the United Kingdom and Switzerland employed by a subsidiary of SunGard Data Systems Inc.
10.22	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. located in South Carolina and Alabama employed by a subsidiary of SunGard Data Systems Inc.
10.23	Employment Agreement between Cristóbal Conde and SunGard Data Systems Inc., dated and effective as of August 11, 2005.

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10.24	Stockholders Agreement, dated as of August 10, 2005, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and Certain Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II.
10.25	Principal Investor Agreement, dated as of August 10, 2005, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and the Principal Investors.
10.26	Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and Certain Persons who will be Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II.
10.27	Management Agreement, dated as of August 11, 2005, by and among SunGard Data Systems Inc., SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Bain Capital Partners, LLC, Blackstone Communications Advisors I L.L.C., Blackstone Management Partners IV L.L.C., Goldman, Sachs & Co., Kohlberg Kravis Roberts & Co. L.P., Providence Equity Partners V Inc., Silver Lake Management Company, L.L.C. and TPG GenPar IV, L.P.
10.28	Form of Indemnification Agreement between SunGard Capital Corporation, SunGard Capital Corporation II, SunGard Holding Corporation, SunGard HoldCo LLC, SunGard Data Systems Inc. and directors and certain executive officers of SunGard Data Systems Inc.
10.29	SunGard 2005 Management Incentive Plan.
10.30	Forms of Rollover Stock Option Award Agreements.
10.31	Forms of Time-Based Stock Option Award Agreements.
10.32	Forms of Performance Based Stock Option Award Agreements.
31.1	Certification of Cristóbal Conde required by Rule 13a-14(a) or Rule 15d-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Michael J. Ruane required by Rule 13a-14(a) or Rule 15d-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Cristóbal Conde required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Michael J. Ruane required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SUNGARD DATA SYSTEMS INC.
Date: November 9, 2005	By:	/s/ Michael J. Ruane
		Michael J. Ruane
		Senior Vice President-Finance and Chief Financial Officer
		(Principal Financial Officer)

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EXHIBIT INDEX

Exhibit No.	Document
3.1	Amended and Restated Certificate of Incorporation.
3.2	Second Amended and Restated Bylaws of SunGard Data Systems Inc.
4.1	Indenture, dated as of August 11, 2005, among Solar Capital Corp., SunGard Data Systems Inc., Guarantors named therein and The Bank of New York, as Trustee, governing the 9 1/8% Senior Notes and Senior Floating Rate Notes.
4.2	Indenture, dated as of August 11, 2005, among Solar Capital Corp., SunGard Data Systems Inc., Guarantors named therein and The Bank of New York, as Trustee, governing the 10 1/4% Senior Subordinated Notes.
4.3	Registration Rights Agreement, dated as of August 11, 2005, among Solar Capital Corp., SunGard Data Systems Inc., Guarantors named therein and Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., relating to the 9 1/8% Senior Notes and Senior Floating Rate Notes.
4.4	Registration Rights Agreement, dated as of August 11, 2005, among Solar Capital Corp., SunGard Data Systems Inc., Guarantors named therein and Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., relating to the 10 1/4% Senior Subordinated Notes.
10.1	Credit Agreement, dated as of August 11, 2005, among Solar Capital Corp. and the Overseas Borrowers party thereto as Borrowers, SunGard Holdco LLC, SunGard Data Systems Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the Other Lenders party thereto, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as Co-Syndication Agents, and Barclays Bank PLC and The Royal Bank of Canada as Co-Documentation Agents, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Lead Arrangers, and J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. as Joint Bookrunners.
10.2	Guarantee Agreement, dated as of August 11, 2005, among SunGard Holdco LLC, SunGard Data Systems Inc., Solar Capital Corp., the Subsidiaries of SunGard Data Systems Inc. identified therein and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.3	Security Agreement, dated as of August 11, 2005, among SunGard Holdco LLC, SunGard Data Systems Inc., Solar Capital Corp., the Subsidiaries of SunGard Data Systems Inc. identified therein and JPMorgan Chase Bank, N.A., as Collateral Agent.
10.4	Intellectual Property Security Agreement, dated as of August 11, 2005, among SunGard Holdco LLC, SunGard Data Systems Inc., Solar Capital Corp., the Subsidiaries of SunGard Data Systems Inc. identified therein and JPMorgan Chase Bank, N.A., as Collateral Agent.
10.5	Bridge First Step Receivables Purchase Agreement, dated as of August 11, 2005, by and among Certain Subsidiaries of SunGard Data System Inc., as Sellers and SunGard Financing LLC.
10.6	Bridge Second Step Receivables Purchase Agreement, dated as of August 11, 2005, by and among SunGard Financing LLC, as Transferor, and SunGard Funding II LLC, as the Transferee.
10.7	Bridge Receivables Credit Agreement, dated as of August 11, 2005, among SunGard Funding II LLC, as the Borrower, the Persons Party thereto as Conduit Lenders, Committed Lenders and Funding Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.8	First Step Receivables Purchase Agreement, dated as of August 11, 2005, by and among Certain Subsidiaries of SunGard Data System Inc., as Sellers and SunGard Financing LLC.
10.9	Second Step Receivables Purchase Agreement, dated as of August 11, 2005, by and among SunGard Financing LLC as Transferor, and SunGard Funding II LLC, as the Transferee.

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10.10	Insured Receivables Credit Agreement, dated as of August 11, 2005, among SunGard Funding LLC as the Borrower, the Persons Party thereto as Conduit Lenders, Committed Lenders and Funding Agents, Financial Guaranty Insurance Company as Insurer and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.11	Bridge Receivables Facility Performance Undertaking, dated as of August 11, 2005, executed by SunGard Data Systems Inc. in favor of SunGard Financing LLC, together with its successors and assigns, including JPMorgan Chase Bank, N.A., as Administrative Agent on behalf of the Lenders.
10.12	Bridge Receivables Facility Security Agreement, dated as of August 11, 2005, among SunGard Funding II LLC, as Grantor and JPMorgan Chase Bank, N.A., as Collateral Agent.
10.13	Bridge Receivables Facility Collection Agent Agreement, dated as of August 11, 2005, by and between SunGard Data Systems Inc., as Collection Agent, and SunGard Funding II LLC.
10.14	Insured Receivables Facility Performance Undertaking, dated as of August 11, 2005, executed by SunGard Data Systems Inc. in favor of SunGard Financing LLC, together with its successors and assigns, including JPMorgan Chase Bank, N.A., as Administrative Agent on behalf of the Lenders and the Insurer.
10.15	Insured Receivables Facility Security Agreement, dated as of August 11, 2005, among SunGard Funding LLC, as Grantor and JPMorgan Chase Bank, N.A., as Collateral Agent.
10.16	Insured Receivables Facility Collection Agent Agreement, dated as of August 11, 2005, by and between SunGard Data Systems Inc., as Collection Agent, and SunGard Funding LLC.
10.17	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc.
10.18	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. located in California, the United Kingdom and Switzerland.
10.19	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. located in South Carolina and Alabama.
10.20	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. employed by a subsidiary of SunGard Data Systems Inc.
10.21	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. located in California, the United Kingdom and Switzerland employed by a subsidiary of SunGard Data Systems Inc.
10.22	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. located in South Carolina and Alabama employed by a subsidiary of SunGard Data Systems Inc.
10.23	Employment Agreement between Cristóbal Conde and SunGard Data Systems Inc., dated and effective as of August 11, 2005.
10.24	Stockholders Agreement, dated as of August 10, 2005, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and Certain Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II.

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10.25	Principal Investor Agreement, dated as of August 10, 2005, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and the Principal Investors.
10.26	Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and Certain Persons who will be Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II.
10.27	Management Agreement, dated as of August 11, 2005, by and among SunGard Data Systems Inc., SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Bain Capital Partners, LLC, Blackstone Communications Advisors I L.L.C., Blackstone Management Partners IV L.L.C., Goldman, Sachs & Co., Kohlberg Kravis Roberts & Co. L.P., Providence Equity Partners V Inc., Silver Lake Management Company, L.L.C. and TPG GenPar IV, L.P.
10.28	Form of Indemnification Agreement between SunGard Capital Corporation, SunGard Capital Corporation II, SunGard Holding Corporation, SunGard HoldCo LLC, SunGard Data Systems Inc. and directors and certain executive officers of SunGard Data Systems Inc.
10.29	SunGard 2005 Management Incentive Plan.
10.30	Forms of Rollover Stock Option Award Agreements.
10.31	Forms of Time-Based Stock Option Award Agreements.
10.32	Forms of Performance Based Stock Option Award Agreements.
31.1	Certification of Cristóbal Conde required by Rule 13a-14(a) or Rule 15d-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Michael J. Ruane required by Rule 13a-14(a) or Rule 15d-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Cristóbal Conde required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Michael J. Ruane required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002.

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EX-3.1

Exhibit 3.1

STATE of DELAWARE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

SUNGARD DATA SYSTEMS INC.

SunGard Data Systems Inc., a Delaware corporation (the “Corporation”), hereby certifies that this Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, and that:

A. The original Certificate of Incorporation was filed by the Corporation with the Secretary of State of the State of Delaware on June 29, 1982 (the “Original Certificate of Incorporation”). The name underwhich the Corporation was originally incorporated was SIS Corporation.

B. This Amended and Restated Certificate of Incorporation amends and restates the Original Certificate of Incorporation.

C. The Certificate of Incorporation upon filing of the Amended and Restated Certificate of Incorporation, shall read as follows:

1. Name. The name of this corporation is SunGard Data Systems Inc.

2. Registered Office. The registered office of this corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400, in the City of Wilmington 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3. Purpose. The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. Authorized Shares. The total number of shares of stock that this corporation shall have authority to issue is 100 shares of Common Stock, $0.01 par value per share. Each share of Common Stock shall be entitled to one vote.

5. Change in Number of Shares Authorized. Except as otherwise provided in the provisions establishing a class of stock, the number of authorized shares of any class or series of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the corporation entitled to vote irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.

6. Election of Directors. The election of directors need not be by written ballot unless the by-laws shall so require.

7. Authority of Directors. In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.

8. Liability of Directors. A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 8 shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

9. Indemnification. The Corporation shall, to the full extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the Corporation or of any of its subsidiaries, or is or was serving at the request of the Corporation or any of its subsidiaries, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. In all situations in which indemnification is not mandatory under this paragraph 9, the Corporation may, to the full extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify all persons whom it is empowered to indemnify pursuant thereto. The indemnification and advancement of expenses provided by, or granted pursuant to, this paragraph 9 shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any statute, law, provision of the Certificate of Incorporation, bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. Any repeal or modification of the foregoing provisions of this paragraph 9 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

10. Records. The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the board of directors or in the by-laws of this corporation.

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11. Meeting of Stockholders of Certain Classes. If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.

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IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated Certificate of Incorporation to be executed by Michael J. Ruane, its Senior Vice President – Finance and Chief Financial Officer this 11^th day of August, 2005.

SUNGARD DATA SYSTEMS INC.
By:	/s/ Michael J. Ruane
Name:	Michael J. Ruane
Title:	Senior Vice President – Finance and
	Chief Financial Officer

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EX-3.2

Exhibit 3.2

SECOND AMENDED AND RESTATED BY-LAWS

OF

SUNGARD DATA SYSTEMS INC.

Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation and any stockholders agreement then in effect to which the corporation is a party. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held on such date, which shall be a business day, as is established by the board of directors, which date is within one hundred twenty (120) days following the close of the corporation’s fiscal year, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time at the request of the chairman of the board, if any, the president, the board of directors or stockholders holding a majority of the voting power of the corporation. After such direction, a special meeting of the stockholders shall be called by notice given by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer. Any such request for a call of a meeting shall state the purpose or purposes of the proposed meeting. Any such notice shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the State of Delaware as may be determined from time to time by the chairman of the board, if any, the president, the chief executive officer or the board of directors. The board of directors may, in its sole discretion, determine that the meeting shall not be held in any place, but instead be held solely by means of remote communication as authorized by law. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a

special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No written ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing or by telegram, cablegram or other electronic transmission as authorized by law, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, or by telegram, cablegram or other electronic transmission as authorized by law, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Each such written consent shall bear the date of signature of each stockholder who signs the consent or shall, in the case of electronic transmissions, be in compliance with law. No written consent shall be effective to take the corporate action referred

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to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing, writings, telegrams, cablegrams or electronic transmissions comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact or transmitted by telegram, cablegram or other means of electronic transmission in accordance with law. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or

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vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number of directors and the classification of such directors, if any, to be determined from time to time in accordance with the certificate of incorporation or any stockholders agreement then in effect to which the corporation is a party. The number of directors may be decreased or increased only in accordance with the certificate of incorporation or any stockholders agreement then in effect to which the corporation is a party.

3.2. Tenure. Except as otherwise provided by law, by the certificate of incorporation, by these by-laws, or by any stockholders agreement then in effect to which the corporation is a party, each director shall hold office until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors shall be filled in accordance with the certificate of incorporation or any stockholders agreement then in effect. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The corporation shall maintain (a) an executive committee, (b) an audit committee, (c) a compensation committee, (d) a nominating and corporate governance committee and (e) a data center oversight committee. Subject to the certificate of incorporation or any stockholders agreement then in effect to which the corporation is a party, the board of directors may, by vote of a majority of the whole board, (w) create additional committees; (x) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (y) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (z) determine the extent to which each such committee shall have and may exercise the powers of the board of directors

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in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the State of Delaware designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by two or more directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail at least forty-eight hours or by telegram, cablegram or other electronic transmission at least twenty-four hours before the meeting addressed or sent to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws or by a stockholders agreement then in effect, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

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3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmission or transmissions are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

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(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

3.15. Certain Board Approvals. In addition to any other approval required by the certificate of incorporation of the corporation or the certificate of incorporation or limited liability company agreement of the applicable direct or indirect subsidiary of the corporation, any stockholders agreement then in effect or by applicable law, the approval of the board (or a committee thereof to which it delegates authority with respect to such matter in accordance with these bylaws and any stockholders agreement then in effect) shall be required for the corporation or any of its direct or indirect subsidiaries to take any of the following actions:

(a) Enter into any joint venture or strategic alliance which, together with all related transactions, has an aggregate value in excess of $10,000,000.

(b) Enter into or effect any transaction or series of related transactions involving the purchase, rent, lease in, license in, exchange or other acquisition (whether by merger, consolidation or otherwise) by the corporation or any of its direct or indirect subsidiaries of any assets (including equity interests in any entity) for consideration (including assumed liabilities) having a fair market value (as reasonably determined by the board) in excess of $10,000,000, other than (i) transactions between and among any of the corporation and its direct or indirect wholly-owned subsidiaries and (ii) purchases, rentals, leases, licenses, exchanges or other acquisitions of inventory, equipment and supplies in the ordinary course of business.

(c) Enter into or effect any transaction or series of related transactions, involving the sale, lease out, license out, exchange or other disposal (including by merger, consolidation or otherwise) by the corporation or any of its direct or indirect subsidiaries of any assets (including equity interests in any entity) for consideration (including assumed liabilities) having a fair market value (as reasonably determined by the board) in excess of $10,000,000, other than (i) transactions between and among any of the corporation and its direct or indirect wholly-owned subsidiaries and (ii) sales, leases, licensing, exchanges or other disposition of products of the corporation’s business in the ordinary course of business.

(d) To the extent required by any stockholders agreement then in effect, (i) incur any indebtedness, assume, guarantee, endorse or otherwise as an accommodation become responsible for the indebtedness of any other person or entity (provided that the corporation or any of its direct or indirect subsidiaries may provide cross-guarantees for any indebtedness that has been approved under this clause (d)), issue any debt securities, enter into any agreement under which it may incur indebtedness or issue debt securities in the future, in excess of $10,000,000 or (ii) make any loan, advance or capital contribution to any person or entity (other than the corporation or any of its subsidiaries), in each case outstanding at any time, in an amount in excess of $10,000,000.

(e) Enter into any agreement or otherwise obligate or commit the corporation or any of its subsidiaries to do any of the foregoing.

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Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman and vice chairman of the board, a chief executive officer, one or more vice presidents, a chief financial officer, and a general counsel. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any number of offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until the first meeting of the board of directors following the next annual meeting of the stockholders and until his respective successor is chosen and qualified unless a shorter or longer period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman and Vice Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or in his absence, the vice chairman, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors. The director elected by the holders of the Class A-1 Common Stock shall at all times serve as the chairman of the board.

Any vice president shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be the chief financial officer of the corporation and shall be in charge of its funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president.

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Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

Unless the board of directors otherwise specifies, the treasurer also shall be the chief accounting officer of the corporation and be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors or the president.

4.7. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president.

Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. Except as may be otherwise provided by law, by the certificate of incorporation, by these by-laws, or by a stockholders agreement then in effect to which the corporation is a party, a director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such directors. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

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Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, if any, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

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8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by the General Corporation Law of the State of Delaware, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by the General Corporation Law of the State of Delaware, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

11

Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president, the treasurer, an assistant treasurer, the secretary or an assistant secretary.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the 31st of December.

Section 12. AMENDMENTS

12.1. Subject to the certificate of incorporation or any stockholders agreement then in effect, (a) these by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the voting power of the stock outstanding and entitled to vote and (b) any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-4.1

Exhibit 4.1

INDENTURE

Dated as of August 11, 2005

Among

SOLAR CAPITAL CORP.,

SUNGARD DATA SYSTEMS INC.,

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

and

THE BANK OF NEW YORK,

as Trustee

9 ¹/8% SENIOR NOTES DUE 2013

and

SENIOR FLOATING RATE NOTES DUE 2013

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	12.03
(c)	12.03
313(a)	7.06
(b)(1)	N.A.
(b)(2)	7.06;7.07
(c)	7.06;12.02
(d)	7.06
314(a)	4.03;12.02; 12.05
(b)	N.A.
(c)(1)	12.04
(c)(2)	12.04
(c)(3)	N.A.
(d)	N.A.
(e)	12.05
(f)	N.A.
315(a)	7.01
(b)	7.05;12.02
(c)	7.01
(d)	7.01
(e)	6.14
316(a)(last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.12;9.04
317(a)(1)	6.08
(a)(2)	6.12
(b)	2.04
318(a)	12.01
(b)	N.A.
(c)	12.01

N.A. means not applicable.

* This Cross-Reference Table is not part of the Indenture.

TABLE OF CONTENTS

		Page
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions	1
Section 1.02	Other Definitions	30
Section 1.03	Incorporation by Reference of Trust Indenture Act	30
Section 1.04	Rules of Construction	31
Section 1.05	Acts of Holders	31
ARTICLE 2
THE NOTES
Section 2.01	Form and Dating; Terms	33
Section 2.02	Execution and Authentication	34
Section 2.03	Registrar, Paying Agent and Calculation Agent	35
Section 2.04	Paying Agent to Hold Money in Trust	35
Section 2.05	Holder Lists	35
Section 2.06	Transfer and Exchange	35
Section 2.07	Replacement Notes	47
Section 2.08	Outstanding Notes	47
Section 2.09	Treasury Notes	47
Section 2.10	Temporary Notes	47
Section 2.11	Cancellation	48
Section 2.12	Defaulted Interest	48
Section 2.13	CUSIP Numbers	48
ARTICLE 3
REDEMPTION
Section 3.01	Notices to Trustee	49
Section 3.02	Selection of Notes to Be Redeemed or Purchased	49
Section 3.03	Notice of Redemption	49
Section 3.04	Effect of Notice of Redemption	50
Section 3.05	Deposit of Redemption or Purchase Price	50
Section 3.06	Notes Redeemed or Purchased in Part	51
Section 3.07	Optional Redemption	51
Section 3.08	Mandatory Redemption	53
Section 3.09	Offers to Repurchase by Application of Excess Proceeds	53

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		Page
ARTICLE 4
COVENANTS
Section 4.01	Payment of Notes	55
Section 4.02	Maintenance of Office or Agency	55
Section 4.03	Reports and Other Information	55
Section 4.04	Compliance Certificate	56
Section 4.05	Taxes	57
Section 4.06	Stay, Extension and Usury Laws	57
Section 4.07	Limitation on Restricted Payments	57
Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	63
Section 4.09	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	65
Section 4.10	Asset Sales	70
Section 4.11	Transactions with Affiliates	73
Section 4.12	Liens	75
Section 4.13	Corporate Existence	75
Section 4.14	Offer to Repurchase Upon Change of Control	75
Section 4.15	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	77
Section 4.16	Discharge and Suspension of Covenants	78
Section 4.17	Limitation on Layering
ARTICLE 5
SUCCESSORS
Section 5.01	Merger, Consolidation or Sale of All or Substantially All Assets	79
Section 5.02	Successor Corporation Substituted	80
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01	Events of Default	81
Section 6.02	Acceleration	83
Section 6.03	Other Remedies	83
Section 6.04	Waiver of Past Defaults	83
Section 6.05	Control by Majority	84
Section 6.06	Limitation on Suits	84
Section 6.07	Rights of Holders of Notes to Receive Payment	84
Section 6.08	Collection Suit by Trustee	84
Section 6.09	Restoration of Rights and Remedies	85
Section 6.10	Rights and Remedies Cumulative	85
Section 6.11	Delay or Omission Not Waiver	85
Section 6.12	Trustee May File Proofs of Claim	85
Section 6.13	Priorities	86
Section 6.14	Undertaking for Costs	86

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		Page
ARTICLE 7
TRUSTEE
Section 7.01	Duties of Trustee	86
Section 7.02	Rights of Trustee	87
Section 7.03	Individual Rights of Trustee	88
Section 7.04	Trustee’s Disclaimer	88
Section 7.05	Notice of Defaults	89
Section 7.06	Reports by Trustee to Holders of the Notes	89
Section 7.07	Compensation and Indemnity	89
Section 7.08	Replacement of Trustee	90
Section 7.09	Successor Trustee by Merger, etc	91
Section 7.10	Eligibility; Disqualification	91
Section 7.11	Preferential Collection of Claims Against Issuer	91
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	91
Section 8.02	Legal Defeasance and Discharge	91
Section 8.03	Covenant Defeasance	92
Section 8.04	Conditions to Legal or Covenant Defeasance	92
Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	94
Section 8.06	Repayment to Issuer	94
Section 8.07	Reinstatement	94
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes	95
Section 9.02	With Consent of Holders of Notes	96
Section 9.03	Compliance with Trust Indenture Act	97
Section 9.04	Revocation and Effect of Consents	97
Section 9.05	Notation on or Exchange of Notes	98
Section 9.06	Trustee to Sign Amendments, etc	98
Section 9.07	Payment for Consent	98
ARTICLE 10
GUARANTEES
Section 10.01	Guarantee	98
Section 10.02	Limitation on Guarantor Liability	100
Section 10.03	Execution and Delivery	100
Section 10.04	Subrogation	101
Section 10.05	Benefits Acknowledged	101

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		Page
Section 10.06	Release of Guarantees	101
ARTICLE 11
SATISFACTION AND DISCHARGE
Section 11.01	Satisfaction and Discharge	101
Section 11.02	Application of Trust Money	102
ARTICLE 12
MISCELLANEOUS
Section 12.01	Trust Indenture Act Controls	103
Section 12.02	Notices	103
Section 12.03	Communication by Holders of Notes with Other Holders of Notes	104
Section 12.04	Certificate and Opinion as to Conditions Precedent	104
Section 12.05	Statements Required in Certificate or Opinion	104
Section 12.06	Rules by Trustee and Agents	105
Section 12.07	No Personal Liability of Directors, Officers, Employees and Stockholders	105
Section 12.08	Governing Law	105
Section 12.09	Waiver of Jury Trial	105
Section 12.10	Force Majeure	105
Section 12.11	No Adverse Interpretation of Other Agreements	105
Section 12.12	Successors	105
Section 12.13	Severability	106
Section 12.14	Counterpart Originals	106
Section 12.15	Table of Contents, Headings, etc	106
Section 12.16	Qualification of Indenture	106
EXHIBITS
Exhibit A-1	Form of Fixed Rate Note
Exhibit A-2	Form of Floating Rate Note
Exhibit B	Form of Certificate of Transfer
Exhibit C	Form of Certificate of Exchange
Exhibit D	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

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INDENTURE, dated as of August 11, 2005, among Solar Capital Corp., a Delaware corporation (“Solar”), SunGard Data Systems Inc., a Delaware corporation (“SunGard”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York, a New York banking corporation, as Trustee.

W I T N E S S E T H

WHEREAS, Solar has duly authorized the creation of an issue of (i) $1,600,000,000 aggregate principal amount of 9 ¹/8% Senior Notes due 2013 (the “Initial Fixed Rate Notes”) and (ii) $400,000,000 aggregate principal amount of Senior Floating Rate Notes due 2013 (the “Initial Floating Rate Notes”);

WHEREAS, in connection with the Transaction (as defined herein), Solar will merge with and into SunGard, after which the obligations of Solar with respect to the due and punctual payment of the principal of, premium, if any, and interest on all the Notes and the performance and observation of each covenant and agreement under this Indenture on the part of Solar to be performed or observed will become obligations of SunGard and unconditionally and irrevocably guaranteed by the Guarantors; and

WHEREAS, each of Solar, SunGard and each of the Guarantors has duly authorized the execution and delivery of this Indenture.

NOW, THEREFORE, Solar, SunGard, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A-1 or Exhibit A-2 hereto, as the case may be, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition” means the transactions contemplated by the Transaction Agreement.

“Additional Fixed Rate Notes” means additional Fixed Rate Notes (other than the Initial Fixed Rate Notes and other than Exchange Notes for such Initial Fixed Rate Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof.

“Additional Floating Rate Notes” means additional Floating Rate Notes (other than the Initial Floating Rate Notes and other than Exchange Notes issued for such Initial Floating Rate Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Additional Notes” means Additional Fixed Rate Notes and Additional Floating Rate Notes.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar, Paying Agent or Calculation Agent.

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of such Note; and

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at August 15, 2007 (with respect to any Floating Rate Note) or August 15, 2009 (with respect to any Fixed Rate Note) (each such redemption price being set forth in Section 3.07 hereof), plus (ii) all required interest payments due on such Note through August 15, 2007 (with respect to any Floating Rate Note, assuming that the rate of interest on the Floating Rate Notes for the period from the Redemption Date through August 15, 2007 will be equal to the rate of interest on the Floating Rate Notes in effect on the date on which the applicable notice of redemption is given) or August 15, 2009 (with respect to any Fixed Rate Note) (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Issuer or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

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(2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions;

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to the provisions described under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.07 hereof;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $50.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary of the Issuer to another Restricted Subsidiary of the Issuer;

(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) foreclosures on assets;

(j) sales of accounts receivable, or participations therein, in connection with any Receivables Facility; and

(k) any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

“Business Day” means each day which is not a Legal Holiday.

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“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.

“Cash Equivalents” means:

(1) United States dollars;

(2) (a) euro, or any national currency of any participating member state of the EMU; or

(b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

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(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(8) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

(9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and

(11) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

(2) the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Issuer.

“Clearstream” means Clearstream Banking, Société Anonyme.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees and Capitalized Software Expenditures of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

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“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (v) any expense resulting from the discounting of the Existing Senior Notes in connection with the application of purchase accounting in connection with the Transaction, (w) any Additional Interest and any “additional interest” with respect to the Senior Subordinated Notes, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transaction to the extent incurred on or prior to June 30, 2006), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(3) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Issuer, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Issuer shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

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(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) effects of adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in the property and equipment, software and other intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transaction or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(9) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,

(11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and

(12) accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Transaction in accordance with GAAP shall be excluded.

Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clause (3)(d) of Section 4.07(a) hereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of Section 4.07(a) hereof.

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“Consolidated Secured Debt Ratio” as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the Issuer’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and excluding, for the avoidance of doubt, all obligations relating to Receivables Facilities) and (2) the aggregate amount of all outstanding Disqualified Stock of the Issuer and all Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Issuer.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

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“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuer.

“Credit Facilities” means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A-1 or A-2 hereto, as the case may be, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Issuer or any parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer or the applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than

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solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes (such as the Pennsylvania capital tax) and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Fixed Charges of such Person for such period (including (x) net losses or Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and the Credit Facilities and (ii) any amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(e) the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; plus

(f) any other non-cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

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(h) the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under Section 4.11 hereof; plus

(i) the amount of net cost savings projected by the Issuer in good faith to be realized as a result of specified actions taken during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) such cost savings are reasonably identifiable and factually supportable, (y) such actions are taken within 36 months after the Issue Date and (z) the aggregate amount of cost savings added pursuant to this clause (i) shall not exceed $100.0 million for any four consecutive quarter period (which adjustments may be incremental to pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); plus

(j) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus

(k) any costs or expense incurred by the Issuer or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Issuer or net cash proceeds of an issuance of Equity Interest of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof;

(2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, and

(3) increased or decreased by (without duplication):

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133; plus or minus, as applicable,

(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

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“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

(1) public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-8;

(2) issuances to any Subsidiary of the Issuer; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“euro” means the single currency of participating member states of the EMU.

“Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Issuer from

(1) contributions to its common equity capital, and

(2) the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer,

in each case designated as Excluded Contributions pursuant to an officer’s certificate executed by the principal financial officer of the Issuer on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

“Existing Senior Notes” means the $250.0 million aggregate principal amount of 3.75% senior notes due 2009 and $250.0 million aggregate principal amount of 4.875% senior notes due 2014, each of SunGard and outstanding on the Issue Date.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation

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of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by the Issuer or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum of:

(1) Consolidated Interest Expense of such Person for such period;

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

“Fixed Rate Notes” means the Initial Fixed Rate Notes and any Additional Fixed Rate Notes.

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“Floating Rate Notes” means the Initial Floating Rate Notes and any Additional Floating Rate Notes.

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.

“Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A-1 or A-2 hereto, as the case may be, issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under this Indenture.

“Guarantor” means, each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of this Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

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“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or (b) obligations under or in respect of Receivables Facilities.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Fixed Rate Notes” as defined in the recitals hereto.

“Initial Floating Rate Notes” as defined in the recitals hereto.

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“Initial Notes” means the Initial Fixed Rate Notes and the Initial Floating Rate Notes.

“Initial Purchasers” means Deutsche Bank Securities Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, RBC Capital Markets Corporation and BNY Capital Markets, Inc.

“Interest Payment Date” means February 15 and August 15 of each year to stated maturity.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof:

(1) “Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Issuer “Investment” in such Subsidiary at the time of such redesignation; less

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(b) the portion (proportionate to the Issuer Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Issuer.

“Investors” means Silver Lake Partners, Bain Capital Partners, The Blackstone Group, Goldman Sachs Capital Partners, Kohlberg Kravis Roberts & Co. L.P., Providence Equity Partners, Inc., Texas Pacific Group and each of their respective Affiliates but not including, however, any portfolio companies of any of the foregoing.

“Issue Date” means August 11, 2005.

“Issuer” means (a) prior to the consummation of the Acquisition, Solar Capital Corp. and not any of its Affiliates and (b) from and after the consummation of the Acquisition, SunGard Data Systems Inc. and not any of its Subsidiaries; provided that when used in the context of determining the fair market value of an asset or liability under this Indenture, “Issuer” shall be deemed to mean the board of directors of the Issuer when the fair market value is equal to or in excess of $250.0 million (unless otherwise expressly stated).

“Issuer Order” means a written request or order signed on behalf of the Issuer by an Officer of the Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, and delivered to the Trustee.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuer and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation

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expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of Section 4.10(b) hereof) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes” means the Initial Fixed Rate Notes and the Initial Floating Rate Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Fixed Rate Notes and Additional Floating Rate Notes that may be issued under a supplemental indenture. The Fixed Rate Notes (including any Exchange Notes issued in exchange therefor) and the Floating Rate Notes (including any Exchange Notes issued in exchange therefor) are separate series of Notes, but shall be treated as a single class for all purposes under this Indenture, except as set forth herein. For purposes of this Indenture, all references to Notes to be issued or authenticated upon transfer, replacement or exchange shall be deemed to refer to Notes of the applicable series.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the offering memorandum, dated July 27, 2005, relating to the sale of the Initial Notes.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer.

“Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, that meets the requirements set forth in this Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with Section 4.10 hereof.

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“Permitted Holders” means each of the Investors and members of management of the Issuer (or its direct parent) who are holders of Equity Interests of the Issuer (or any of its direct or indirect parent companies) on the Issue Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies.

“Permitted Investments” means:

(1) any Investment in the Issuer or any of its Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3) any Investment by the Issuer or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date;

(6) any Investment acquired by the Issuer or any of its Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Hedging Obligations permitted under clause (10) of Section 4.09(b) hereof;

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(8) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(9) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Issuer, or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 4.07(a) hereof;

(10) guarantees of Indebtedness permitted under Section 4.09 hereof;

(11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 4.11(b) hereof (except transactions described in clauses (2), (5) and (9) of Section 4.11(b) hereof);

(12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(13) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed 3.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(14) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Issuer are necessary or advisable to effect any Receivables Facility;

(15) advances to, or guarantees of Indebtedness of, employees not in excess of $15.0 million outstanding at any one time, in the aggregate; and

(16) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Issuer or any direct or indirect parent company thereof.

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against

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such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4), (12)(b), (18) or (19) of Section 4.09(b) hereof; provided that Liens securing Indebtedness permitted to be incurred pursuant to clause (18) extend only to the assets of Foreign Subsidiaries and Liens securing Indebtedness permitted to be incurred pursuant to clause (19) are solely on acquired property or the assets of the acquired entity, as the case may be;

(7) Liens existing on the Issue Date;

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries;

(9) Liens on property at the time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided further, however, that the Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof;

(11) Liens securing Hedging Obligations so long as related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations;

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(12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Issuer or any Guarantor;

(16) Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business to the Issuer’s clients;

(17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9) and (27); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8), (9) and (27) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(19) deposits made in the ordinary course of business to secure liability to insurance carriers;

(20) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $50.0 million at any one time outstanding;

(21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under Section 6.01 hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

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(24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(26) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; and

(27) Liens to secure the Existing Senior Notes.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuer in good faith.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be.

“Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Issuer or any of its Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

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“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

“Record Date” for the interest or Additional Interest, if any, payable on any applicable Interest Payment Date means February 1 or August 1 (whether or not a Business Day) next preceding such Interest Payment Date.

“Registration Rights Agreement” means the Registration Rights Agreement related to the Notes dated as of the Issue Date, among Solar Capital Corp., SunGard, the Guarantors and the Initial Purchasers, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements between the Issuer and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuer to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A-1 or Exhibit A-2 hereto, as the case may be, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A-1 or Exhibit A-2 hereto, as the case may be, bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president,

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assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Credit Facilities” means the Credit Facility under the Credit Agreement to be entered into as of the Issue Date by and among SunGard Holdco LLC, the Issuer, the lenders party thereto in their capacities as lenders thereunder and JPMorgan Chase Bank, N.A., as Administrative Agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other

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institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof).

“Senior Indebtedness” means:

(1) all Indebtedness of the Issuer or any Guarantor outstanding under the Senior Credit Facilities or Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuer or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuer or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of this Indenture;

(3) any other Indebtedness of the Issuer or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Senior Subordinated Notes or any related Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

provided, however, that Senior Indebtedness shall not include:

(a) any obligation of such Person to the Issuer or any of its Subsidiaries;

(b) any liability for federal, state, local or other taxes owed or owing by such Person;

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business;

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture.

“Senior Subordinated Notes” means the $1,000,000,000 aggregate principal amount of the Issuer’s 10 ¹/4% senior subordinated notes due 2015 issued on the Issue Date.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

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“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Sponsor Management Agreement” means the management agreement between certain of the management companies associated with the Investors and SunGard, as amended from time to time.

“Subordinated Indebtedness” means, with respect to the Notes,

(1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Total Assets” means the total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Issuer or such other Person as may be expressly stated.

“Transaction” means the transactions contemplated by the Transaction Agreement, the issuance of the Notes and the Senior Subordinated Notes, the granting of Liens on the Existing Senior Notes, fundings under any Receivables Facility and borrowings under the Senior Credit Facilities as in effect on the Issue Date.

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“Transaction Agreement” means the Agreement and Plan of Merger, dated as of March 27, 2005 between Solar Capital Corp. and SunGard as the same may be amended prior to the Issue Date.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to August 15, 2007 (in the case of Floating Rate Notes) or August 15, 2009 (in the case of Fixed Rate Notes); provided, however, that if the period from the Redemption Date to August 15, 2007 (in the case of Floating Rate Notes) or August 15, 2009 (in the case of Fixed Rate Notes) is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-777bbbb).

“Trustee” means The Bank of New York, as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A-1 or A-2 attached hereto, as the case may be, that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Issuer;

(2) such designation complies with Section 4.07 hereof; and

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(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary.

The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in Section 4.09(a) hereof; or

(2) the Fixed Charge Coverage Ratio for the Issuer its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation,

in each case on a pro forma basis taking into account such designation.

Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Issuer or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

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Section 1.02 Other Definitions.

Term	Defined in Section
“Acceptable Commitment”	4.10
“Affiliate Transaction”	4.11
“Asset Sale Offer”	4.10
“Authentication Order”	2.02
“Calculation Agent”	2.03
“Change of Control Offer”	4.14
“Change of Control Payment”	4.14
“Change of Control Payment Date”	4.14
“Covenant Defeasance”	8.03
“Covenant Suspension Event”	4.16
“DTC”	2.03
“Event of Default”	6.01
“Excess Proceeds”	4.10
“incur”	4.09
“Legal Defeasance”	8.02
“Note Register”	2.03
“Offer Amount”	3.09
“Offer Period”	3.09
“Pari Passu Indebtedness”	4.10
“Paying Agent”	2.03
“Purchase Date”	3.09
“Redemption Date”	3.07
“Refinancing Indebtedness”	4.09
“Refunding Capital Stock”	4.07
“Registrar”	2.03
“Restricted Payments”	4.07
“Second Commitment”	4.10
“Successor Company”	5.01
“Successor Person”	5.01
“Suspended Covenant”	4.16
“Treasury Capital Stock”	4.07

Section 1.03 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security Holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

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“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Guarantees means the Issuer and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them.

Section 1.04 Rules of Construction.

Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c) “or” is not exclusive;

(d) words in the singular include the plural, and in the plural include the singular;

(e) “will” shall be interpreted to express a command;

(f) provisions apply to successive events and transactions;

(g) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(h) unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and

(i) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision.

Section 1.05 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.05.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public

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or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

(e) The Issuer may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

(g) Without limiting the generality of the foregoing, a Holder, including DTC that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

(h) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

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ARTICLE 2

THE NOTES

Section 2.01 Form and Dating; Terms.

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A-1 (in the case of the Fixed Rate Notes) and Exhibit A-2 (in the case of the Floating Rate Notes) hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples thereof.

(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A-1 (in the case of the Fixed Rate Notes) and Exhibit A-2 (in the case of the Floating Rate Notes) attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A-1 (in the case of the Fixed Rate Notes) and Exhibit A-2 (in the case of the Floating Rate Notes) attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of:

(i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

(ii) an Officer’s Certificate from the Issuer.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent

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Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be subject to repurchase by the Issuer pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article 3.

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuer without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; provided that the Issuer’s ability to issue Additional Notes shall be subject to the Issuer’s compliance with Section 4.09 hereof. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

(e) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

At least one Officer shall execute the Notes on behalf of the Issuer by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A-1 or Exhibit A-2 attached hereto, as the case may be, by the manual or facsimile signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver (i) the Initial Fixed Rate Notes and (ii) the Initial Floating Rate Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder.

The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer.

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Section 2.03 Registrar, Paying Agent and Calculation Agent.

The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). In addition, there shall be a Calculation Agent for purposes of the Floating Rate Notes (the “Calculation Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Registrar or Calculation Agent without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Paying Agent or Calculation Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.

The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Issuer initially appoints the Trustee to act as the Paying Agent, Registrar and Calculation Agent for the Notes and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Additional Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuer shall otherwise comply with Trust Indenture Act Section 312(a).

Section 2.06 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the

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Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days or (ii) there shall have occurred and be continuing a Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or

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exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon consummation of an Exchange Offer by the Issuer in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

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(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in paragraph (i) or (ii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

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(F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

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(E) if such Restricted Definitive Note is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

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(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

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(B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuer shall execute and the Trustee shall authenticate and mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture.

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(g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND

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IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

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(i) General Provisions Relating to Transfers and Exchanges.

(i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

(iii) Neither the Registrar nor the Issuer shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v) The Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest (including Additional Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

(viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof.

(ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

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Section 2.07 Replacement Notes.

If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer and the Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer may charge for its expenses in replacing a Note.

Every replacement Note is a contractual obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09 Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, or by any Affiliate of the Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Issuer or any obligor upon the Notes or any Affiliate of the Issuer or of such other obligor.

Section 2.10 Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

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Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

Section 2.11 Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuer. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuer of such special record date. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

Section 2.13 CUSIP Numbers

The Issuer in issuing the Notes may use CUSIP numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will as promptly as practicable notify the Trustee of any change in the CUSIP numbers.

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ARTICLE 3

REDEMPTION

Section 3.01 Notices to Trustee.

If the Issuer elects to redeem Fixed Rate Notes or Floating Rate Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a redemption date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of the Fixed Rate Notes or Floating Rate Notes, as the case may be, to be redeemed and (iv) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

If less than all of the Fixed Rate Notes or Floating Rate Notes, as the case may be, are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (b) on a pro rata basis or, to the extent that selection on a pro rata basis is not practicable, by lot or by such other method the Trustee considers fair and appropriate. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $2,000; no Notes of $2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $2,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03 Notice of Redemption.

Subject to Section 3.09 hereof, the Issuer shall mail or cause to be mailed by first-class mail notices of redemption at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 hereof. Except as set forth in Section 3.07(c) and Section 3.07(d) hereof, notices of redemption may not be conditional.

The notice shall identify the Notes to be redeemed and shall state:

(a) the redemption date;

(b) the redemption price;

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(c) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note;

(d) the name and address of the Paying Agent;

(e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(g) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(h) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes; and

(i) if in connection with a redemption pursuant to Section 3.07(c) or 3.07(d) hereof, any condition to such redemption.

At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided that the Issuer shall have delivered to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price (except as provided for in Section 3.07(c) and 3.07(d) hereof). The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.

Section 3.05 Deposit of Redemption or Purchase Price.

Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest (including Additional Interest, if any) on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased.

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If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $2,000. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

Section 3.07 Optional Redemption.

(a) At any time prior to August 15, 2009, the Issuer may redeem all or a part of the Fixed Rate Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Fixed Rate Notes, at a redemption price equal to 100% of the principal amount of the Fixed Rate Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Fixed Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(b) At any time prior to August 15, 2007 the Issuer may redeem all or a part of the Floating Rate Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Floating Rate Notes, at a redemption price equal to 100% of the principal amount of Floating Rate Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders of Floating Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(c) Until August 15, 2008, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Fixed Rate Notes at a redemption price equal to 109.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Fixed Rate Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Fixed Rate Notes originally issued under this Indenture and any Additional Notes that are Fixed Rate Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

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(d) Until August 15, 2007, the Issuer may, at its option, redeem up to 35% of the aggregate principal amount of Floating Rate Notes issued by it at a redemption price equal to 100% of the aggregate principal amount thereof, plus a premium equal to the rate per annum on the Floating Rate Notes applicable on the date on which notice of redemption is given, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Floating Rate Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Floating Rate Notes originally issued under this Indenture and any Additional Notes that are Floating Rate Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

(e) Except pursuant to clause (a) or (c) of this Section 3.07, the Fixed Rate Notes will not be redeemable at the Issuer’s option prior to August 15, 2009. Except pursuant to clause (b) or (d) of this Section 3.07, the Floating Rate Notes will not be redeemable at the Issuer’s option prior to August 15, 2007.

(f) On and after August 15, 2009, the Issuer may redeem the Fixed Rate Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Fixed Rate Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Fixed Rate Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Fixed Rate Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on August 15 of each of the years indicated below:

Year	Percentage
2009	104.563	%
2010	102.281	%
2011 and thereafter	100.000	%

(g) On and after August 15, 2007 the Issuer may redeem the Floating Rate Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Floating Rate Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Floating Rate Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Floating Rate Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on August 15 of each of the years indicated below:

Year	Percentage
2007	103.000	%
2008	102.000	%
2009	101.000	%
2010 and thereafter	100.000	%

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(h) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Mandatory Redemption.

The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09 Offers to Repurchase by Application of Excess Proceeds.

(a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below.

(b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

(c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

(d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

(ii) the Offer Amount, the purchase price and the Purchase Date;

(iii) that any Note not tendered or accepted for payment shall continue to accrue interest;

(iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;

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(v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $2,000 only;

(vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(viii) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples thereof, shall be purchased); and

(ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.

(e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered.

(f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof.

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ARTICLE 4

COVENANTS

Section 4.01 Payment of Notes.

The Issuer shall pay or cause to be paid the principal of, premium, if any, Additional Interest, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, Additional Interest, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary, holds as of noon Eastern Time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

The Issuer shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

The Issuer shall maintain in the Borough of Manhattan in the City of New York an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in the Borough of Manhattan in the City of New York for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.03 hereof.

Section 4.03 Reports and Other Information.

(a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost to any Holder, within 15 days after the Issuer files them with the SEC) from and after the Issue Date,

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(1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;

(3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and

(4) any other information, documents and other reports that the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer shall make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Issuer would be required to file such information with the SEC, if it were subject to Sections 13 or 15(d) of the Exchange Act. In addition, to the extent not satisfied by the foregoing, the Issuer shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(b) In the event that any direct or indirect parent company of the Issuer becomes a guarantor of the Notes, the Issuer may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.

(c) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

Section 4.04 Compliance Certificate.

(a) The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuer has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).

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(b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Issuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuer shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuer proposes to take with respect thereto.

Section 4.05 Taxes.

The Issuer shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

The Issuer and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07 Limitation on Restricted Payments.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on account of the Issuer’s, or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(A) dividends or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; or

(B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection with any merger or consolidation;

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(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than:

(A) Indebtedness permitted under clauses (7) and (8) of Section 4.09(b) hereof; or

(B) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness under Section 4.09(a) hereof; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (b) thereof only), (6)(c), (9) and (14) of Section 4.07(b) hereof, but excluding all other Restricted Payments permitted by Section 4.07(b) hereof), is less than the sum of (without duplication):

(a) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) beginning July 1, 2005, to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received by the Issuer since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof) from the issue or sale of:

(i) (A) Equity Interests of the Issuer, including Treasury Capital Stock, but excluding cash proceeds and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received from the sale of:

(x) Equity Interests to members of management, directors or consultants of the Issuer, any direct or indirect parent company of the Issuer and the Issuer’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; and

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(y) Designated Preferred Stock

and (B) to the extent such net cash proceeds are actually contributed to the Issuer, Equity Interests of the Issuer’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof); or

(ii) debt securities of the Issuer that have been converted into or exchanged for such Equity Interests of the Issuer;

provided, however, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock, (X) Equity Interests or convertible debt securities of the Issuer sold to a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property contributed to the capital of the Issuer following the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof) (other than by a Restricted Subsidiary and other than by any Excluded Contributions); plus

(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received by means of:

(i) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Issuer or its Restricted Subsidiaries, in each case after the Issue Date; or

(ii) the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Issue Date; plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Issuer in good faith or if, in the case of an Unrestricted Subsidiary, such fair market value may exceed $150.0 million, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted

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Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment.

(b) The foregoing provisions of Section 4.07(a) hereof shall not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture;

(2) (a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuer or any Equity Interests of any direct or indirect parent company of the Issuer, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent contributed to the Issuer (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”) and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this Section 4.07(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Issuer) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or a Guarantor, as the case may be, which is incurred in compliance with Section 4.09 hereof so long as:

(a) the principal amount of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness;

(b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;

(c) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and

(d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

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(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Issuer or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $25.0 million (which shall increase to $50.0 million subsequent to the consummation of an underwritten public Equity Offering by the Issuer or any direct or indirect parent corporation of the Issuer) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $50.0 million in any calendar year (which shall increase to $100.0 million subsequent to the consummation of an underwritten public Equity Offering by the Issuer or any direct or indirect parent corporation of the Issuer)); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to the Issuer, Equity Interests of any of the Issuer’s direct or indirect parent companies, in each case to members of management, directors or consultants of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof; plus

(b) the cash proceeds of key man life insurance policies received by the Issuer or its Restricted Subsidiaries after the Issue Date; less

(c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);

and provided further that cancellation of Indebtedness owing to the Issuer from members of management of the Issuer, any of the Issuer’s direct or indirect parent companies or any of the Issuer’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Issuer or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture;

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in accordance with Section 4.09 hereof to the extent such dividends are included in the definition of “Fixed Charges”;

(6) (a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer after the Issue Date;

(b) the declaration and payment of dividends to a direct or indirect parent company of the Issuer, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the Issue Date, provided that the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the Issuer from the sale of such Designated Preferred Stock; or

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(c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 4.07(b);

provided, however, in the case of each of (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuer and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed 2.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(9) the declaration and payment of dividends on the Issuer’s common stock (or the payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following the first public offering of the Issuer’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Issuer in or from any such public offering, other than public offerings with respect to the Issuer’s common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;

(10) Restricted Payments that are made with Excluded Contributions;

(11) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) not to exceed the greater of (x) $275.0 million or (y) 1.875%, of Total Assets at the time made;

(12) distributions or payments of Receivables Fees;

(13) any Restricted Payment used to fund the Transaction and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by Section 4.11 hereof;

(14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under Sections 4.10 and Section 4.14 hereof; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(15) the declaration and payment of dividends by the Issuer to, or the making of loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

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(a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(b) federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Issuer and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity;

(c) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;

(d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Issuer to the extent such costs and expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and

(e) fees and expenses other than to Affiliates of the Issuer related to any unsuccessful equity or debt offering of such parent entity; and

(16) the distribution, dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11) and (16) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof.

(c) The Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation shall be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a) hereof or under clause (7), (10), (11) or (16) of Section 4.07(b) hereof, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1) (A) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

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(B) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

(2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

(b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation and the indenture governing the Senior Subordinated Notes and the related documentation;

(2) this Indenture and the Notes;

(3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired;

(4) applicable law or any applicable rule, regulation or order;

(5) any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(6) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof;

(10) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

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(11) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

(12) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(13) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Issuer are necessary or advisable to effect such Receivables Facility.

Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

(b) The provisions of Section 4.09(a) hereof shall not apply to:

(1) the incurrence of Indebtedness under Credit Facilities by the Issuer or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $5,750.0 million outstanding at any one time, less up to $1,000.0 million in the aggregate of mandatory principal payments actually made by the borrower thereunder in respect of Indebtedness thereunder with Net Proceeds from an Asset Sale or series of related Asset Sales that constitutes the sale, transfer, conveyance or other disposition of all or substantially all of a segment (as defined under GAAP) of the Issuer (other than any segment predominantly composed of assets acquired by the Issuer or its Restricted Subsidiaries subsequent to the Issue Date);

(2) the incurrence by the Issuer and any Guarantor of Indebtedness represented by (a) the Notes (including any Guarantee) (other than any Additional Notes) and (b) the Senior Subordinated Notes (including any guarantee thereof);

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(3) Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b));

(4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Issuer or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment (other than software) that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets;

(5) Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of the Issuer or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

(A) such Indebtedness is not reflected on the balance sheet of the Issuer, or any of its Restricted Subsidiaries (Contingent Obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)(A)); and

(B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness;

(8) Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Guarantee of the Notes of such Guarantor; provided further that any subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness;

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(9) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock;

(10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this Section 4.09, exchange rate risk or commodity pricing risk;

(11) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(12) (a) Indebtedness or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary equal to 200.0% of the net cash proceeds received by the Issuer since immediately after the Issue Date from the issue or sale of Equity Interests of the Issuer or cash contributed to the capital of the Issuer (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Issuer or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of Section 4.07(a) hereof to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b) hereof or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of Issuer and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), does not at any one time outstanding exceed $600.0 million (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (12)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (12)(b) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which the Issuer or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without reliance on this clause (12)(b));

(13) the incurrence by the Issuer or any Restricted Subsidiary, of the Issuer of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under Section 4.09(a) hereof and clauses (2), (3) and (12)(a) of this Section 4.09(b), this clause (13) and clause (14) of this Section 4.09(b) or any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

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(B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(C) shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer, that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

(iii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

and provided further that subclause (A) of this clause (13) will not apply to any refunding or refinancing of any Indebtedness outstanding under a Credit Facility;

(14) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that either

(i) such Indebtedness, Disqualified Stock or Preferred Stock:

(a) is not Secured Indebtedness and is subordinated to the Notes on terms no less favorable to the Holders thereof than the subordination terms set forth in the indenture governing the Senior Subordinated Notes as in effect on the Issue Date;

(b) is not incurred while a Default exists and no Default shall result therefrom;

(c) matures and does not require any payment of principal prior to the final maturity of the Notes (other than in a manner consistent with the terms of this Indenture); and

(d) in the case of clause (y), is not incurred in contemplation of such acquisition or merger; or

(ii) after giving effect to such acquisition or merger, either

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(a) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or

(b) the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries is greater than immediately prior to such acquisition or merger;

(15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

(16) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(17) (a) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or

(b) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer provided that such guarantee is incurred in accordance with Section 4.15 hereof;

(18) Indebtedness of Foreign Subsidiaries of the Issuer incurred not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (18) 5.0% of the Total Assets of the Foreign Subsidiaries (it being understood that any Indebtedness incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which the Issuer or such Restricted Subsidiary could have incurred such Indebtedness under Section 4.09(a) hereof without reliance on this clause (18));

(19) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition in a principal amount not to exceed $200.0 million in the aggregate at any one time outstanding together with all other Indebtedness, Disqualified Stock and/or Preferred Stock issued under this clause (19) (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (19) shall cease to be deemed incurred or outstanding for purposes of this clause (19) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without reliance on this clause (19));

(20) Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business; and

(21) Indebtedness consisting of Indebtedness issued by the Issuer or any of its Restricted Subsidiaries to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent described in clause (4) of Section 4.07(b) hereof.

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(c) For purposes of determining compliance with this Section 4.09:

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (21) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Issuer, in its sole discretion, shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date shall be treated as incurred on the Issue Date under clause (1) of Section 4.09(b) hereof; and

(2) at the time of incurrence, the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Sections 4.09(a) and 4.09(b) hereof.

Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness, Disqualified Stock or Preferred Stock shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Notwithstanding anything to the contrary, the Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Issuer or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be. For the purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured, and Senior Indebtedness is not deemed to be subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

Section 4.10 Asset Sales.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless:

(1) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of; and

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(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:

(A) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing,

(B) any securities received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and

(C) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed 2.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,

shall be deemed to be cash for purposes of this provision and for no other purpose.

(b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to permanently reduce:

(A) Obligations under the Senior Credit Facilities or the Existing Senior Notes; and to correspondingly reduce commitments with respect thereto;

(B) Obligations under Senior Indebtedness that is secured by a Lien, which Lien is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto;

(C) Obligations under other Senior Indebtedness (and to correspondingly reduce commitments with respect thereto), provided that the Issuer shall equally and ratably reduce Obligations under the Notes as provided under Section 3.07 hereof through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth under Section 4.10(c) hereof) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or

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(D) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or another Restricted Subsidiary;

(2) to make (A) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) acquisitions of other assets, in each of (A), (B) and (C), used or useful in a Similar Business, or

(3) to make an investment in (A) any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) acquisitions of other assets that, in each of (A), (B) and (C), replace the businesses, properties and/or assets that are the subject of such Asset Sale;

provided that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer, or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds shall be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.

(c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million, the Issuer shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is an integral multiple of $2,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $100.0 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee.

To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

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(d) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.

(f) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

Section 4.11 Transactions with Affiliates.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $20.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $50.0 million, a resolution adopted by the majority of the board of directors of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a).

(b) The provisions of Section 4.11(a) hereof shall not apply to the following:

(1) transactions between or among the Issuer or any of its Restricted Subsidiaries;

(2) Restricted Payments permitted by Section 4.07 hereof and the definition of “Permitted Investments”;

(3) the payment of management, consulting, monitoring and advisory fees and related expenses to the Investors pursuant to the Sponsor Management Agreement in an aggregate amount in any fiscal year not to exceed 1% of EBITDA for such fiscal year (calculated, solely for the purpose of this clause (3), assuming (A) that such fees and related expenses had not been paid, when calculating Net Income, and (B) without giving effect to clause (h) of the definition of EBITDA) (plus any unpaid management, consulting, monitoring and advisory fees and related expenses within such amount accrued in any prior year) and the termination fees pursuant to the Sponsor Management Agreement not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the Issue Date;

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(4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;

(5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole;

(8) the Transaction and the payment of all fees and expenses related to the Transaction, in each case as disclosed in the Offering Memorandum;

(9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(10) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Permitted Holder or to any director, officer, employee or consultant;

(11) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(12) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Issuer in good faith;

(13) payments or loans (or cancellation of loans) to employees or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by the Issuer in good faith; and

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(14) investments by the Investors in securities of the Issuer or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

Section 4.12 Liens.

The Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related Guarantee, on any asset or property of the Issuer or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to (A) Liens securing the Notes and the related Guarantees, (B) Liens securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of this Indenture to be incurred pursuant to clause (1) of Section 4.09(b) hereof and (C) Liens incurred to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to Section 4.09 hereof; provided that, with respect to Liens securing Obligations permitted under this subclause (C), at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 4.0 to 1.0.

Section 4.13 Corporate Existence.

Subject to Article 5 hereof, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Issuer and its Restricted Subsidiaries; provided that the Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the Issuer in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole.

Section 4.14 Offer to Repurchase Upon Change of Control.

(a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee, with the following information:

(1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;

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(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;

(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7) that if the Issuer is redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple thereof; and

(8) the other instructions, as determined by the Issuer, consistent with this Section 4.14, that a Holder must follow.

The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.

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(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,

(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.

(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.

Section 4.15 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.

The Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than a Guarantor or a Foreign Subsidiary, to guarantee the payment of any Indebtedness of the Issuer or any other Guarantor unless:

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor:

(a) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and

(b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;

(2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and

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(3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that:

(a) such Guarantee has been duly executed and authorized; and

(b) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Section 4.16 Discharge and Suspension of Covenants.

(a) If after the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes, Section 4.07 hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.15 hereof and clause (4) of Section 5.01 hereof shall no longer be applicable to the Notes.

(b) During any period of time that: (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Issuer and the Restricted Subsidiaries shall not be subject to Section 4.14 hereof (the “Suspended Covenant”).

(c) In the event that the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenant under this Indenture for any period of time as a result of the foregoing, and on any subsequent date one or both of the Rating Agencies (i) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (ii) the Issuer or any of its Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, then the Issuer and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenant under this Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (ii).

(d) The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.16.

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ARTICLE 5

SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets.

(a) The Issuer shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) either: (x) the Issuer is the surviving corporation; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

(2) the Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

(A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or

(B) the Fixed Charge Coverage Ratio for the Successor Company, the Issuer and its Restricted Subsidiaries would be greater than such Ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture, the Notes and the Registration Rights Agreement; and

(6) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture.

(b) The Successor Company shall succeed to, and be substituted for the Issuer, as the case may be, under this Indenture, the Guarantees and the Notes, as applicable. Notwithstanding clauses (3) and (4) of Section 5.01(a) hereof,

(x) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer, and

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(y) the Issuer may merge with an Affiliate of the Issuer, as the case may be, solely for the purpose of reincorporating the Issuer in a State of the United States so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby.

(c) Subject to certain limitations described in this Indenture governing release of a Guarantee upon the sale, disposition or transfer of a guarantor, no Guarantor shall, and the Issuer shall not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not the Issuer or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) (A) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(B) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C) immediately after such transaction, no Default exists; and

(D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or

(2) the transaction is made in compliance with Section 4.10 hereof.

(d) Subject to certain limitations described in this Indenture, the Successor Person shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer.

(e) Notwithstanding anything to the contrary, the mergers contemplated by the Transaction Agreement shall be permitted without compliance with this Section 5.01.

Section 5.02 Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer shall refer instead to the successor corporation and not to the Issuer), and may exercise every right and power of the Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer herein; provided that the predecessor Issuer shall not be relieved from the obligation to pay the principal of and interest and Additional Interest, if any, on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Issuer’s assets that meets the requirements of Section 5.01 hereof.

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ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

(a) An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

(2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the Notes;

(3) failure by the Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less 30% in principal amount of the Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in this Indenture or the Notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries, other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $100.0 million or more at any one time outstanding;

(5) failure by the Issuer or any Significant Subsidiary to pay final judgments aggregating in excess of $100.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

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(6) the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(i) commences proceedings to be adjudicated bankrupt or insolvent;

(ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy law;

(iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

(iv) makes a general assignment for the benefit of its creditors; or

(v) generally is not paying its debts as they become due;

(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in a proceeding in which the Issuer or any such Restricted Subsidiaries, that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent;

(ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or for all or substantially all of the property of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or

(iii) orders the liquidation of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(8) the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture.

(b) In the event of any Event of Default specified in clause (4) of Section 6.01(a) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

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(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured.

Section 6.02 Acceleration.

If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if and so long as a committee of its Responsible Officers in good faith determines acceleration is not in the best interest of the Holders of the Notes.

Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01(a) hereof, all outstanding Notes shall be due and payable immediately without further action or notice.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, Additional Interest, if any, or premium that has become due solely because of the acceleration) have been cured or waived.

Section 6.03 Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder, except a continuing Default in the payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided, subject to Section 6.02 hereof, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

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Section 6.05 Control by Majority.

Holders of a majority in principal amount of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

Section 6.06 Limitation on Suits.

Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 30% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;

(3) Holders of the Notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07 Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium, if any, and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

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Section 6.09 Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10 Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.11 Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12 Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

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Section 6.13 Priorities.

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

(i) to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

(ii) to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, respectively; and

(iii) to the Issuer or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.

Section 6.14 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or

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opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

(e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

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(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer.

(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture

(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(j) In the event the Issuer is required to pay Additional Interest, the Issuer will provide written notice to the Trustee of the Issuer’s obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuer. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof.

Section 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

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Section 7.05 Notice of Defaults.

If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by the Trustee at the Corporate Trust Office of the Trustee.

Section 7.06 Reports by Trustee to Holders of the Notes.

Within 60 days after each May 15, beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c).

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuer and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuer shall promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

The Issuer shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer or any Guarantor, or liability in connective with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee may have separate counsel and the Issuer shall pay the fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

The obligations of the Issuer under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.

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To secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.10 hereof;

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c) a custodian or public officer takes charge of the Trustee or its property; or

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuer’s expense), the Issuer or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof.

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Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b).

Section 7.11 Preferential Collection of Claims Against Issuer.

The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(a) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

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(b) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and

(d) this Section 8.02.

Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), 6.01(4), 6.01(5), 6.01(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries) and 6.01(8) hereof shall not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent

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public accountants, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(a) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Subordinated Notes, and in each case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, the Senior Subordinated Notes or the indenture pursuant to which the Senior Subordinated Notes were issued or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Subordinated Notes, and the granting of Liens in connection therewith);

(6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;

(7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and

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(8) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Issuer.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium and Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium and Additional Interest, if any, or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease.

Section 8.07 Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuer makes any payment of principal of, premium and Additional Interest, if any, or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

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ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;

(3) to comply with Section 5.01 hereof;

(4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10) to add a Guarantor under this Indenture;

(11) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of Senior Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Senior Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or

(12) making any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee

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of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.

Section 9.02 With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating

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to Section 3.09, Section 4.10 and Section 4.14 hereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

(5) make any Note payable in money other than that stated therein;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;

(7) make any change in these amendment and waiver provisions;

(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or

(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes.

Section 9.03 Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect.

Section 9.04 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

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Section 9.05 Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Section 9.07 Payment for Consent.

Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

ARTICLE 10

GUARANTEES

Section 10.01 Guarantee.

Subject to this Article 10, from and after the consummation of the Acquisition, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of, interest, premium and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest

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on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.

If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

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In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any.

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Section 10.02 Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

Section 10.03 Execution and Delivery.

To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by its President, one of its Vice Presidents or one of its Assistant Vice Presidents.

Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

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Section 10.04 Subrogation.

Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under this Indenture or the Notes shall have been paid in full.

Section 10.05 Benefits Acknowledged.

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

Section 10.06 Release of Guarantees.

A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

(1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of such Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture;

(B) the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(C) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or

(D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; and

(2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

ARTICLE 11

SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

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(2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer and the Issuer or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(B) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Subordinated Notes) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, Senior Subordinated Notes (or the indenture under which the Senior Subordinated Notes are issued) or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Subordinated Notes, and the granting of Liens in connection therewith);

(C) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and

(D) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive.

Section 11.02 Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Additional Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

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If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuer has made any payment of principal of, premium and Additional Interest, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 12

MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control.

Section 12.02 Notices.

Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuer and/or any Guarantor:

c/o Sungard Data Systems Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Fax No.: (610) 687-3725

Attention: General Counsel

If to the Trustee:

The Bank of New York

101 Barclay Street, Floor 8W

New York, New York 10286

Fax No.: (212) 815-3272

Attention: Corporate Trust Administration

The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

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Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

Section 12.03 Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

Section 12.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:

(a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 12.05 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

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(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 12.06 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar, Paying Agent or Calculation Agent may make reasonable rules and set reasonable requirements for its functions.

Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 12.08 Governing Law.

THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 12.09 Waiver of Jury Trial.

EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.10 Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

Section 12.11 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.12 Successors.

All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.05 hereof.

-105-

Section 12.13 Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.14 Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 12.15 Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 12.16 Qualification of Indenture.

The Issuer and the Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuer, the Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuer and the Guarantors any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act.

[Signatures on following page]

-106-

SOLAR CAPITAL CORP.
By:	/s/ Michael J. Ruane
Name:	Michael J. Ruane
Title:	Executive Vice President
	and Chief Financial Officer
SUNGARD DATA SYSTEMS INC.
By:	/s/ Michael J. Ruane
Name:	Michael J. Ruane
Title:	Senior Vice President—Finance
	and Chief Financial Officer

Signature Page to Senior Indenture

ASC SOFTWARE INC.
AUTOMATED SECURITIES CLEARANCE, LTD.
BANCWARE, INC.
DERIVATECH RISK SOLUTIONS INC.
ELINK PROCESSING LLC
EXETER EDUCATIONAL MANAGEMENT SYSTEMS, INC.
FDP CORP.
FINANCIAL DATA PLANNING CORP.
HTE - UCS, INC.
INFLOW LLC
MICROHEDGE INC.
PLAID BROTHERS SOFTWARE, INC.
PRESCIENT MARKETS INC.
PROTEGENT, INC.
SUNGARD ADVISOR TECHNOLOGIES INC.
SUNGARD ASIA PACIFIC INC.
SUNGARD ASSET MANAGEMENT SYSTEMS INC.
SUNGARD AVAILABILITY INC.
SUNGARD AVAILABILITY SERVICES LP
by its general partner Sungard Technology Services Inc.
SUNGARD BI-TECH INC.
SUNGARD BSR INC.
SUNGARD BUSINESS SYSTEMS INC.
SUNGARD COLLEGIS INC.
SUNGARD COMPUTER SERVICES LLC
SUNGARD CORBEL INC.
SUNGARD ENERGY SYSTEMS INC.
SUNGARD ENFORM CONSULTING INC.
SUNGARD EPROCESS INTELLIGENCE INC.
By:	/s/ Michael J. Ruane
Name:	Michael J. Ruane
Title:	Assistant Vice President

Signature Page to Senior Indenture

SUNGARD EXPERT SOLUTIONS INC.
SUNGARD FINANCIAL SYSTEMS INC.
SUNGARD HTE INC.
SUNGARD INSURANCE SYSTEMS INC.
SUNGARD INVESTMENT PRODUCTS INC.
SUNGARD INVESTMENT SYSTEMS INC.
SUNGARD KIODEX INC.
SUNGARD MARKET DATA SERVICES INC.
SUNGARD NETWORK SOLUTIONS INC.
SUNGARD PENTAMATION INC.
SUNGARD REFERENCE DATA SOLUTIONS INC.
SUNGARD SCT INC.
SUNGARD SECURITIES FINANCE INC.
SUNGARD SECURITIES FINANCE INTERNATIONAL INC.
SUNGARD SHAREHOLDER SYSTEMS INC.
SUNGARD SYSTEMS INTERNATIONAL INC.
SUNGARD TECHNOLOGY SERVICES INC.
SUNGARD TRADING SYSTEMS VAR LLC
SUNGARD TREASURY SYSTEMS INC.
SUNGARD TRUST SYSTEMS INC.
SUNGARD WEALTH MANAGEMENT SERVICES, LLC
SUNGARD WORKFLOW SOLUTIONS INC.
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
TRUST TAX SERVICES OF AMERICA, INC.
WALL STREET CONCEPTS INC.
WORLD SYSTEMS INC.
By:	/s/ Michael J. Ruane
Name:	Michael J. Ruane
Title:	Assistant Vice President

Signature Page to Senior Indenture

ASSENT SOFTWARE LLC
DATA TECHNOLOGY SERVICES INC.
FINANCIAL TECHNOLOGY SYSTEMS INC.
MBM INC.
ONLINE SECURITIES PROCESSING INC.
PORTFOLIO VENTURES INC.
SIS EUROPE HOLDINGS INC.
SRS DEVELOPMENT INC.
SUNGARD AVAILABILITY SERVICES LTD.
SUNGARD CANADA HOLDINGS INC.
SUNGARD DEVELOPMENT CORPORATION
SUNGARD DIS INC.
SUNGARD INVESTMENT VENTURES LLC
SUNGARD SAS HOLDINGS INC.
SUNGARD SOFTWARE, INC.
By:	/s/ Michael J. Ruane
Name:	Michael J. Ruane
Title:	President

Signature Page to Senior Indenture

THE BANK OF NEW YORK,
as Trustee
By:	/s/ Mary LaGumina
Name:	Mary LaGumina
Title:	Vice President

Signature Page to Senior Indenture

EXHIBIT A-1

[Face of Fixed Rate Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

A-1-1

CUSIP [                    ]

ISIN [            ]¹

[[RULE 144A][REGULATION S] GLOBAL NOTE

representing up to

$                    ]

9 ¹/8% Senior Notes due 2013

No.          [$                    ]

SOLAR CAPITAL CORP.

promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of                                                   United States Dollars] on August 15, 2013.

Interest Payment Dates: February 15 and August 15

Record Dates: February 1 and August 1

¹ Rule 144A Note CUSIP: 867363 AF 0 Rule 144A Note ISIN: US867363AF06 Regulation S Note CUSIP: U86687 AC 1 Regulation S Note ISIN: USU86687AC16 Exchange Note CUSIP: 867363 AH 6 Exchange Note ISIN: US867363AH61

A-1-2

IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.

Dated: August 11, 2005

SOLAR CAPITAL CORP.
By:
	Name:
	Title:

A-1-3

This is one of the Fixed Rate Notes referred to in the within-mentioned Indenture:

THE BANK OF NEW YORK, as Trustee
By:
	Authorized Signatory

A-1-4

[Back of Fixed Rate Note]

9 ¹/8% Senior Notes due 2013

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. Solar Capital Corp., a Delaware corporation, promises to pay interest on the principal amount of this Fixed Rate Note at 9 ¹/8% per annum from August 11, 2005² until maturity and shall pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. Upon consummation of the Transaction, SunGard Data Systems Inc. will assume the obligations of Solar Capital Corp. under this Fixed Rate Note. The Issuer will pay interest and Additional Interest, if any, semi-annually in arrears on February 15 and August 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Fixed Rate Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be February 15, 2006². The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Fixed Rate Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Fixed Rate Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

2. METHOD OF PAYMENT. The Issuer will pay interest on the Fixed Rate Notes and Additional Interest, if any, to the Persons who are registered Holders of Fixed Rate Notes at the close of business on the February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Fixed Rate Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to the Holders. The Issuer or any of its Subsidiaries may act in any such capacity.

4. INDENTURE. The Issuer issued the Fixed Rate Notes under an Indenture, dated as of August 11, 2005 (the “Indenture”), among Solar Capital Corp., SunGard Data Systems Inc., the Guarantors named therein and the Trustee. This Fixed Rate Note is one of a duly authorized issue of

² With respect to the Initial Fixed Rate Notes.

A-1-5

notes of the Issuer designated as its 9 ¹/8% Senior Notes due 2013. The Issuer shall be entitled to issue Additional Fixed Rate Notes pursuant to Section 2.01 and 4.09 of the Indenture. The Fixed Rate Notes (including any Exchange Notes issued in exchange therefor) and the Floating Rate Notes issued under the Indenture (including any Exchange Notes issued in Exchange therefor) (collectively, referred to herein as the “Notes”) are separate series of Notes, but shall be treated as a single class of securities under the Indenture, unless otherwise specified in the Indenture. The terms of the Fixed Rate Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Fixed Rate Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Fixed Rate Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5. OPTIONAL REDEMPTION.

(a) Except as described below under clauses 5(b) and 5(c) hereof, the Fixed Rate Notes will not be redeemable at the Issuer’s option before August 15, 2009.

(b) At any time prior to August 15, 2009, the Issuer may redeem all or a part of the Fixed Rate Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Fixed Rate Notes, at a redemption price equal to 100% of the principal amount of the Fixed Rate Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Fixed Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(c) Until August 15, 2008, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Fixed Rate Notes at a redemption price equal to 109.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Fixed Rate Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Fixed Rate Notes originally issued under the Indenture and any Additional Notes that are Fixed Rate Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

(d) On and after August 15, 2009, the Issuer may redeem the Fixed Rate Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Fixed Rate Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Fixed Rate Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Fixed Rate Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on August 15 of each of the years indicated below:

Year	Percentage
2009	104.563	%
2010	102.281	%
2011 and thereafter	100.000	%

A-1-6

(e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

6. MANDATORY REDEMPTION. The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Fixed Rate Notes.

7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 of the Indenture) to each Holder whose Fixed Rate Notes are to be redeemed at its registered address. Fixed Rate Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $2,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Fixed Rate Notes or portions thereof called for redemption.

8. OFFERS TO REPURCHASE.

(a) Upon the occurrence of a Change of Control, the Issuer shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple thereof) of each Holder’s Fixed Rate Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.

(b) If the Issuer or any of its Restricted Subsidiaries consummates an Asset Sale, within 10 Business Days of each date that Excess Proceeds exceed $100.0 million, the Issuer shall commence, an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount of Fixed Rate Notes (including any Additional Fixed Rate Notes) and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Fixed Rate Notes (including any Additional Fixed Rate Notes) and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Fixed Rate Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Fixed Rate Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Fixed Rate Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Fixed Rate Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Fixed Rate Notes.

A-1-7

9. DENOMINATIONS, TRANSFER, EXCHANGE. The Fixed Rate Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $2,000. The transfer of Fixed Rate Notes may be registered and Fixed Rate Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Fixed Rate Note or portion of a Fixed Rate Note selected for redemption, except for the unredeemed portion of any Fixed Rate Note being redeemed in part. Also, the Issuer need not exchange or register the transfer of any Fixed Rate Notes for a period of 15 days before a selection of Fixed Rate Notes to be redeemed.

10. PERSONS DEEMED OWNERS. The registered Holder of a Fixed Rate Note may be treated as its owner for all purposes.

11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

12. DEFAULTS AND REMEDIES. The Events of Default relating to the Fixed Rate Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Fixed Rate Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Fixed Rate Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, Additional Interest, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

13. AUTHENTICATION. This Fixed Rate Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

14. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Fixed Rate Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of August 11, 2005, among Solar Capital Corp., SunGard Data Systems Inc., the Guarantors named therein and the other parties named on the signature pages thereof (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).

A-1-8

15. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE FIXED RATE NOTES AND THE GUARANTEES.

16. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Fixed Rate Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Fixed Rate Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to the Issuer at the following address:

680 East Swedesford Road

Wayne, Pennsylvania 19087

Fax No.: (610) 687-3725

Attention: General Counsel

A-1-9

ASSIGNMENT FORM

To assign this Fixed Rate Note, fill in the form below:

(I) or (we) assign and transfer this Fixed Rate Note to:                                                                                                                                

                                                     (Insert assignee’ legal name)

                                                                           (Insert assignee’s soc. sec. or tax I.D. no.)                                                                           

                                                                 (Print or type assignee’s name, address and zip code)                                                                   

and irrevocably appoint ______________________________________________________________________________________

to transfer this Fixed Rate Note on the books of the Issuer. The agent may substitute another to act for him.

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Fixed Rate Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-1-10

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Fixed Rate Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

¨  Section 4.10        ¨  Section 4.14

If you want to elect to have only part of this Fixed Rate Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$                    

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Fixed Rate Note)

Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-1-11

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $                    . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized officer of Trustee or Note Custodian

* This schedule should be included only if the Note is issued in global form.

A-1-12

EXHIBIT A-2

[Face of Floating Rate Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

A-2-1

CUSIP [                    ]

ISIN [                    ]³

[[RULE 144A][REGULATION S] GLOBAL NOTE

representing up to

$                    ]

Senior Floating Rate Notes due 2013

No.          [$                    ]

SOLAR CAPITAL CORP.

promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of                                          United States Dollars] on August 15, 2013.

Interest Payment Dates: February 15 and August 15

Record Dates: February 1 and August 1

³ Rule 144A Note CUSIP: 867363 AG 8 Rule 144A Note ISIN: US867363AG88 Regulation S Note CUSIP: U86687 AD 9 Regulation S Note ISIN: USU86687AD98 Exchange Note CUSIP: 867363 AJ 2 Exchange Note ISIN: US867363AJ28

A-2-2

IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.

Dated: August 11, 2005

SOLAR CAPITAL CORP.
By:
	Name:
	Title:

A-2-3

This is one of the Floating Rate Notes referred to in the within-mentioned Indenture:

THE BANK OF NEW YORK, as Trustee
By:
	Authorized Signatory

A-2-4

[Back of Floating Rate Note]

Senior Floating Rate Notes due 2013

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. Solar Capital Corp., a Delaware corporation, promises to pay interest on the principal amount of this Floating Rate Note at a rate per annum, reset semi-annually, equal to LIBOR plus 4.50% as determined by the Calculation Agent from August 11, 2005⁴ until maturity and shall pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. Upon consummation of the Transaction, SunGard Data Systems Inc. will assume the obligations of Solar Capital Corp. under this Floating Rate Note. The Issuer will pay interest and Additional Interest, if any, semi-annually in arrears on February 15 and August 15 of each year (each, an “Interest Payment Date”), commencing on February 15, 2006⁴, of each year, or if any such day is not a Business Day, on the next succeeding Business Day. The Issuer will make each interest payment to the holders of record of the Floating Rate Notes on the immediately preceding February 1 and August 1 (each, a “Record Date”). Interest on the Floating Rate Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the Issue Date. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate borne by the Floating Rate Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace periods) from time to time on demand at the rate borne by the Floating Rate Notes. Interest will be computed on the basis of a 360-day year based on the actual number of days elapsed.

“Determination Date,” with respect to an Interest Period, will be the second London Banking Day preceding the first day of the Interest Period.

“Interest Period” means the period commencing on and including an interest payment date and ending on and including the day immediately preceding the next succeeding interest payment date, with the exception that the first Interest Period shall commence on and include the Issue Date and end on and include February 14, 2006⁴.

“LIBOR,” with respect to an Interest Period, will be the rate (expressed as a percentage per annum) for deposits in United States dollars for a six-month period beginning on the second London Banking Day after the Determination Date that appears on Telerate Page 3750 as of 11:00 a.m., London time, on the Determination Date. If Telerate Page 3750 does not include such a rate or is unavailable on a Determination Date, the Calculation Agent will request the principal London office of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide such bank’s offered quotation (expressed as a percentage per annum), as of approximately 11:00 a.m., London time, on such Determination Date, to prime banks in the London interbank market for deposits in a Representative Amount in U.S. dollars for a six-month period beginning on the second London Banking Day after the Determination Date. If at least two such offered quotations are so provided, LIBOR for the Interest Period

⁴ With respect to Initial Floating Rate Notes.

A-2-5

will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, the Calculation Agent will request each of three major banks in New York City, as selected by the Calculation Agent, to provide such bank’s rate (expressed as a percentage per annum), as of approximately 11:00 a.m., New York City time, on such Determination Date, for loans in a Representative Amount in United States dollars to leading European banks for a six-month period beginning on the second London Banking Day after the Determination Date. If at least two such rates are so provided, LIBOR for the Interest Period will be the arithmetic mean of such rates. If fewer than two such rates are so provided, then LIBOR for the Interest Period will be LIBOR in effect with respect to the immediately preceding Interest Period.

“London Banking Day” is any day in which dealings in U.S. dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market.

“Representative Amount” means a principal amount of not less than US$1,000,000 for a single transaction in the relevant market at the relevant time.

“Telerate Page 3750” means the display designated as “Page 3750” on the Moneyline Telerate service (or such other page as may replace Page 3750 on that service).

The amount of interest for each day that the Floating Rate Notes are outstanding (the “Daily Interest Amount”) will be calculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the principal amount of the Floating Rate Notes. The amount of interest to be paid on the Floating Rate Notes for each Interest Period will be calculated by adding the Daily Interest Amounts for each day in the Interest Period.

All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).

The interest rate on the Floating Rate Notes will in no event be higher than the maximum rate permitted by applicable law.

The Calculation Agent will, upon the request of the holder of any Floating Rate Note, provide the interest rate then in effect with respect to the Floating Rate Notes. All calculations made by the Calculation Agent in the absence of manifest error will be conclusive for all purposes and binding on the Issuer, the Guarantors and the holders of the Floating Rate Notes.

2. METHOD OF PAYMENT. The Issuer will pay interest on the Floating Rate Notes and Additional Interest, if any, to the Persons who are registered Holders of Floating Rate Notes at the close of business on the Record Date next preceding the Interest Payment Date, even if such Floating Rate Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Floating Rate Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

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3. PAYING AGENT, REGISTRAR AND CALCULATION AGENT. Initially, The Bank of New York, the Trustee under the Indenture, will act as Paying Agent, Registrar and Calculation Agent. The Issuer may change any Paying Agent, Registrar or Calculation Agent without notice to the Holders. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.

4. INDENTURE. The Issuer issued the Floating Rate under an Indenture, dated as of August 11, 2005 (the “Indenture”), among Solar Capital Corp., SunGard Data Systems Inc., the Guarantors named therein and the Trustee. This Floating Rate Note is one of a duly authorized issue of notes of the Issuer designated as its Senior Floating Rate Notes due 2013. The Issuer shall be entitled to issued Additional Floating Rate Notes pursuant to Section 2.01 and 4.09 of the Indenture. The Floating Rate Notes (including any Exchange Notes issued in exchange therefor) and the Fixed Rate Notes issued under the Indenture (including any Exchange Notes issued in exchange therefor) (collectively referred to herein as the “Notes”) are separate series of Notes, but shall be treated as a single class of securities under the Indenture, unless otherwise specified in the Indenture. The terms of the Floating Rate Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Floating Rate Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Floating Rate Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5. OPTIONAL REDEMPTION.

(a) Except as described below under clauses 5(b) and 5(c) hereof, the Floating Rate Notes will not be redeemable at the Issuer’s option prior to August 15, 2007.

(b) At any time prior to August 15, 2007 the Issuer may redeem all or a part of the Floating Rate Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Floating Rate Notes, at a redemption price equal to 100% of the principal amount of Floating Rate Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Floating Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(c) Until August 15, 2007, the Issuer may, at its option, redeem up to 35% of the aggregate principal amount of Floating Rate Notes issued by it at a redemption price equal to 100% of the aggregate principal amount thereof, plus a premium equal to the rate per annum on the Floating Rate Notes applicable on the date on which notice of redemption is given, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Floating Rate Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Floating Rate Notes originally issued under the Indenture and any Additional Notes that are Floating Rate Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

(d) On and after August 15, 2007 the Issuer may redeem the Floating Rate Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage

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prepaid, with a copy to the Trustee, to each Holder of Floating Rate Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Floating Rate Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Floating Rate Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on August 15 of each of the years indicated below:

Year	Percentage
2007	103.000	%
2008	102.000	%
2009	101.000	%
2010 and thereafter	100.000	%

(e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

6. MANDATORY REDEMPTION. The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Floating Rate Notes.

7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 of the Indenture) to each Holder whose Floating Rate Notes are to be redeemed at its registered address. Floating Rate Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $2,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Floating Rate Notes or portions thereof called for redemption.

8. OFFERS TO REPURCHASE.

(a) Upon the occurrence of a Change of Control, the Issuer shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple thereof) of each Holder’s Floating Rate Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.

(b) If the Issuer or any of its Restricted Subsidiaries consummates an Asset Sale, within 10 Business Days of each date that Excess Proceeds exceed $100.0 million, the Issuer shall commence, an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount of Floating Rate Notes (including any Additional Floating Rate Notes) and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date Floating for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Floating Rate Notes (including any Additional Floating Rate Notes) and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use

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any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Floating Rate Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Floating Rate Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Floating Rate Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Floating Rate Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Floating Rate Notes.

9. DENOMINATIONS, TRANSFER, EXCHANGE. The Floating Rate Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $2,000. The transfer of Floating Rate Notes may be registered and Floating Rate Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Floating Rate Note or portion of a Floating Rate Note selected for redemption, except for the unredeemed portion of any Floating Rate Note being redeemed in part. Also, the Issuer need not exchange or register the transfer of any Floating Rate Notes for a period of 15 days before a selection of Floating Rate Notes to be redeemed.

10. PERSONS DEEMED OWNERS. The registered Holder of a Floating Rate Note may be treated as its owner for all purposes.

11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

12. DEFAULTS AND REMEDIES. The Events of Default relating to the Floating Rate Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Floating Rate Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Floating Rate Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, Additional Interest, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

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13. AUTHENTICATION. This Floating Rate Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

14. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Floating Rate Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of August 11, 2005, among Solar Capital Corp., SunGard Data Systems Inc., the Guarantors named therein and the other parties named on the signature pages thereof (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).

15. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE FLOATING RATE NOTES AND THE GUARANTEES.

16. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Floating Rate Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Floating Rate Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to the Issuer at the following address:

680 East Swedesford Road

Wayne, Pennsylvania 19087

Fax No.: (610) 687-3725

Attention: General Counsel

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ASSIGNMENT FORM

To assign this Floating Rate Note, fill in the form below:

(I) or (we) assign and transfer this Floating Rate Note to:                                                                                                                           

                    (Insert assignee’ legal name)

_____________________________________________________________________________________________________________________

(Insert assignee’s soc. sec. or tax I.D. no.)

_____________________________________________________________________________________________________________________

_____________________________________________________________________________________________________________________

_____________________________________________________________________________________________________________________

_____________________________________________________________________________________________________________________

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                                                                             

to transfer this Floating Rate Note on the books of the Issuer. The agent may substitute another to act for him.

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Floating Rate Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Floating Rate Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

¨  Section 4.10        ¨  Section 4.14

If you want to elect to have only part of this Floating Rate Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$                    

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Floating Rate Note)

Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $                    . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized officer of Trustee or Note Custodian

* This schedule should be included only if the Note is issued in global form.

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

[Solar Capital Corp./Sungard Data Systems Inc.]

680 East Swedesford Road

Wayne, Pennsylvania 19087

Fax No.: (610) 687-3725

Attention: General Counsel

The Bank of New York

101 Barclay Street, Floor 8W

New York, New York 10286

Fax No.: (212) 815-3272

Attention: Corporate Trust Administration

Re: [9 ¹/8% Senior Notes due 2013] [Senior Floating Rate Notes due 2013]

Reference is hereby made to the Indenture, dated as of August 11, 2005 (the “Indenture”), among Solar Capital Corp., SunGard Data Systems Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                     (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                     in such Note[s] or interests (the “Transfer”), to                      (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. ¨ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.

2. ¨ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United

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States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act.

3. ¨ CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) ¨ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b) ¨ such Transfer is being effected to the Issuer or a subsidiary thereof;

or

(c) ¨ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

4. ¨ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

(a) ¨ CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) ¨ CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

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(c) ¨ CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                     

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ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) ¨ a beneficial interest in the:

(i) ¨ 144A Global Note (CUSIP [867363 AF 0]⁵ [867363 AG 8]⁶), or

(ii) ¨ Regulation S Global Note (CUSIP [U86687 AC 1]⁵ [U86687 AD 9]⁶), or

(b) ¨ a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) ¨ a beneficial interest in the:

(i) ¨ 144A Global Note (CUSIP [867363 AF 0]⁵ [867363 AG 8]⁶), or

(ii) ¨ Regulation S Global Note (CUSIP [U86687 AC 1]⁵ [U86687 AD 9]⁶), or

(iii) ¨ Unrestricted Global Note (CUSIP [867363 AH 6]⁵ [867363 AJ 2]⁶); or

(b) ¨ a Restricted Definitive Note; or

(c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

⁵ Fixed Rate Notes.

⁶ Floating Rate Notes.

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EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

[Solar Capital Corp./Sungard Data Systems Inc.]

680 East Swedesford Road

Wayne, Pennsylvania 19087

Fax No.: (610) 687-3725

Attention: General Counsel

The Bank of New York

101 Barclay Street, Floor 8W

New York, New York 10286

Fax No.: (212) 815-3272

Attention: Corporate Trust Administration

Re: [9 ¹/8% Senior Notes due 2013] [Senior Floating Rate Notes due 2013]

Reference is hereby made to the Indenture, dated as of August 11, 2005 (the “Indenture”), among Solar Capital Corp., SunGard Data Systems Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                     (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                     in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

a) ¨ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

b) ¨ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has

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been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

c) ¨ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

d) ¨ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

a) ¨ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

b) ¨ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ¨ 144A Global Note ¨ Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been

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effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated                     .

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                     

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EXHIBIT D

[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

Supplemental Indenture (this “Supplemental Indenture”), dated as of                     , among                              (the “Guaranteeing Subsidiary”), a subsidiary of [Solar Capital Corp./SunGard Data Systems Inc.], a Delaware Corporation (the “Issuer”), and The Bank of New York, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, each of Solar Capital Corp., SunGard Data Systems Inc. and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of August 11, 2005, providing for the issuance of an unlimited aggregate principal amount of 9 ¹/8% Senior Notes due 2013 and Senior Floating Rate Notes due 2013 (together, the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:

(i) the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity,

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by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever.

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee.

(h) The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee.

(i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.

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(j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(k) In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l) This Guarantee shall be a general unsecured senior obligation of such Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of the Guaranteeing Subsidiary, if any.

(m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4) Merger, Consolidation or Sale of All or Substantially All Assets.

(a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(i) (A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”);

(B) the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C) immediately after such transaction, no Default exists; and

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(D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(ii) the transaction is made in compliance with Section 4.10 of the Indenture;

(b) Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer.

(5) Releases.

The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon:

(1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;

(B) the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(C) the proper designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary; or

(D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(2) the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

(6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(8) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

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(9) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(10) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

(11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in full.

(12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

(13) Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:
THE BANK OF NEW YORK, as Trustee
By:
	Name:
	Title:

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EX-4.2

Exhibit 4.2

INDENTURE

Dated as of August 11, 2005

Among

SOLAR CAPITAL CORP.,

SUNGARD DATA SYSTEMS INC.,

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

and

THE BANK OF NEW YORK,

as Trustee

10¼% SENIOR SUBORDINATED NOTES DUE 2015

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	14.03
(c)	14.03
313(a)	7.06
(b)(1)	N.A.
(b)(2)	7.06;7.07
(c)	7.06;14.02
(d)	7.06
314(a)	4.03;14.02; 14.05
(b)	N.A.
(c)(1)	14.04
(c)(2)	14.04
(c)(3)	N.A.
(d)	N.A.
(e)	14.05
(f)	N.A.
315(a)	7.01
(b)	7.05;14.02
(c)	7.01
(d)	7.01
(e)	6.14
316(a)(last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.12;9.04
317(a)(1)	6.08
(a)(2)	6.12
(b)	2.04
318(a)	14.01
(b)	N.A.
(c)	14.01

N.A. means not applicable.

* This Cross-Reference Table is not part of the Indenture.

TABLE OF CONTENTS

		Page
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions	1
Section 1.02	Other Definitions	29
Section 1.03	Incorporation by Reference of Trust Indenture Act	30
Section 1.04	Rules of Construction.	30
Section 1.05	Acts of Holders	31
ARTICLE 2
THE NOTES
Section 2.01	Form and Dating; Terms	32
Section 2.02	Execution and Authentication	34
Section 2.03	Registrar and Paying Agent	34
Section 2.04	Paying Agent to Hold Money in Trust	35
Section 2.05	Holder Lists	35
Section 2.06	Transfer and Exchange	35
Section 2.07	Replacement Notes	46
Section 2.08	Outstanding Notes	46
Section 2.09	Treasury Notes	47
Section 2.10	Temporary Notes	47
Section 2.11	Cancellation	47
Section 2.12	Defaulted Interest	48
Section 2.13	CUSIP Numbers	48
ARTICLE 3
REDEMPTION
Section 3.01	Notices to Trustee	48
Section 3.02	Selection of Notes to Be Redeemed or Purchased	48
Section 3.03	Notice of Redemption	49
Section 3.04	Effect of Notice of Redemption	50
Section 3.05	Deposit of Redemption or Purchase Price	50
Section 3.06	Notes Redeemed or Purchased in Part	50
Section 3.07	Optional Redemption	51
Section 3.08	Mandatory Redemption	51
Section 3.09	Offers to Repurchase by Application of Excess Proceeds	52

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		Page
ARTICLE 4
COVENANTS
Section 4.01	Payment of Notes	53
Section 4.02	Maintenance of Office or Agency	54
Section 4.03	Reports and Other Information	54
Section 4.04	Compliance Certificate	55
Section 4.05	Taxes	55
Section 4.06	Stay, Extension and Usury Laws	56
Section 4.07	Limitation on Restricted Payments	56
Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	62
Section 4.09	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	64
Section 4.10	Asset Sales	69
Section 4.11	Transactions with Affiliates	71
Section 4.12	Liens	73
Section 4.13	Corporate Existence	73
Section 4.14	Offer to Repurchase Upon Change of Control	74
Section 4.15	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	75
Section 4.16	Discharge and Suspension of Covenants	76
Section 4.17	Limitation on Layering	77
ARTICLE 5
SUCCESSORS
Section 5.01	Merger, Consolidation or Sale of All or Substantially All Assets	77
Section 5.02	Successor Corporation Substituted	79
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01	Events of Default	79
Section 6.02	Acceleration	81
Section 6.03	Other Remedies	82
Section 6.04	Waiver of Past Defaults	82
Section 6.05	Control by Majority	83
Section 6.06	Limitation on Suits	83
Section 6.07	Rights of Holders of Notes to Receive Payment	83
Section 6.08	Collection Suit by Trustee	83
Section 6.09	Restoration of Rights and Remedies	84
Section 6.10	Rights and Remedies Cumulative	84
Section 6.11	Delay or Omission Not Waiver	84
Section 6.12	Trustee May File Proofs of Claim	84
Section 6.13	Priorities	85
Section 6.14	Undertaking for Costs	85

-ii-

		Page
ARTICLE 7
TRUSTEE
Section 7.01	Duties of Trustee	85
Section 7.02	Rights of Trustee	86
Section 7.03	Individual Rights of Trustee	87
Section 7.04	Trustee’s Disclaimer	87
Section 7.05	Notice of Defaults	88
Section 7.06	Reports by Trustee to Holders of the Notes	88
Section 7.07	Compensation and Indemnity	88
Section 7.08	Replacement of Trustee	89
Section 7.09	Successor Trustee by Merger, etc	90
Section 7.10	Eligibility; Disqualification	90
Section 7.11	Preferential Collection of Claims Against Issuer	90
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	90
Section 8.02	Legal Defeasance and Discharge	90
Section 8.03	Covenant Defeasance	91
Section 8.04	Conditions to Legal or Covenant Defeasance	92
Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	93
Section 8.06	Repayment to Issuer	93
Section 8.07	Reinstatement	93
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes	94
Section 9.02	With Consent of Holders of Notes	95
Section 9.03	Compliance with Trust Indenture Act	96
Section 9.04	Revocation and Effect of Consents	96
Section 9.05	Notation on or Exchange of Notes	97
Section 9.06	Trustee to Sign Amendments, etc	97
Section 9.07	Payment for Consent	97
ARTICLE 10
SUBORDINATION
Section 10.01	Agreement To Subordinate	98
Section 10.02	Liquidation, Dissolution, Bankruptcy	98
Section 10.03	Default on Senior Indebtedness of the Issuer	98
Section 10.04	Acceleration of Payment of Notes	99
Section 10.05	When Distribution Must Be Paid Over	99

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		Page
Section 10.06	Subrogation	100
Section 10.07	Relative Rights	100
Section 10.08	Subordination May Not Be Impaired by Issuer	100
Section 10.09	Rights of Trustee and Paying Agent	100
Section 10.10	Distribution or Notice to Representative	101
Section 10.11	Article 10 Not To Prevent Events of Default or Limit Right To Accelerate	101
Section 10.12	Trust Moneys Not Subordinated	101
Section 10.13	Trustee Entitled To Rely	101
Section 10.14	Trustee To Effectuate Subordination	101
Section 10.15	Trustee Not Fiduciary for Holders of Senior Indebtedness of the Issuer	101
Section 10.16	Reliance by Holders of Senior Indebtedness of the Issuer on Subordination Provisions	102
ARTICLE 11
GUARANTEES
Section 11.01	Guarantee	102
Section 11.02	Limitation on Guarantor Liability	104
Section 11.03	Execution and Delivery	104
Section 11.04	Subrogation	104
Section 11.05	Benefits Acknowledged	104
Section 11.06	Release of Guarantees	105
ARTICLE 12
SUBORDINATION OF GUARANTEES
Section 12.01	Agreement To Subordinate	105
Section 12.02	Liquidation, Dissolution, Bankruptcy	105
Section 12.03	Default on Senior Indebtedness of a Guarantor	106
Section 12.04	Demand for Payment	107
Section 12.05	When Distribution Must Be Paid Over	107
Section 12.06	Subrogation	107
Section 12.07	Relative Rights	107
Section 12.08	Subordination May Not Be Impaired by a Guarantor	108
Section 12.09	Rights of Trustee and Paying Agent	108
Section 12.10	Distribution or Notice to Representative	108
Section 12.11	Article 12 Not To Prevent Events of Default or Limit Right To Demand Payment	108
Section 12.12	Trust Moneys Not Subordinated	109
Section 12.13	Trustee Entitled To Rely	109
Section 12.14	Trustee To Effectuate Subordination	109
Section 12.15	Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors	109
Section 12.16	Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions	109

-iv-

		Page
ARTICLE 13
SATISFACTION AND DISCHARGE
Section 13.01	Satisfaction and Discharge	110
Section 13.02	Application of Trust Money	111
ARTICLE 14
MISCELLANEOUS
Section 14.01	Trust Indenture Act Controls	111
Section 14.02	Notices	111
Section 14.03	Communication by Holders of Notes with Other Holders of Notes	112
Section 14.04	Certificate and Opinion as to Conditions Precedent	112
Section 14.05	Statements Required in Certificate or Opinion	113
Section 14.06	Rules by Trustee and Agents	113
Section 14.07	No Personal Liability of Directors, Officers, Employees and Stockholders	113
Section 14.08	Governing Law	113
Section 14.09	Waiver of Jury Trial	114
Section 14.10	Force Majeure	114
Section 14.11	No Adverse Interpretation of Other Agreements	114
Section 14.12	Successors	114
Section 14.13	Severability	114
Section 14.14	Counterpart Originals	114
Section 14.15	Table of Contents, Headings, etc	114
Section 14.16	Qualification of Indenture	114
EXHIBITS
Exhibit A	Form of Note
Exhibit B	Form of Certificate of Transfer
Exhibit C	Form of Certificate of Exchange
Exhibit D	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

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INDENTURE, dated as of August 11, 2005, among Solar Capital Corp., a Delaware corporation (“Solar”), SunGard Data Systems Inc., a Delaware corporation (“SunGard”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York, a New York banking corporation, as Trustee.

W I T N E S S E T H

WHEREAS, Solar has duly authorized the creation of an issue of $1,000,000,000 aggregate principal amount of 10¼% Senior Subordinated Notes due 2015 (the “Initial Notes”);

WHEREAS, in connection with the Transaction (as defined herein), Solar will merge with and into SunGard, after which the obligations of Solar with respect to the due and punctual payment of the principal of, premium, if any, and interest on all the Notes and the performance and observation of each covenant and agreement under this Indenture on the part of Solar to be performed or observed will become obligations of SunGard and unconditionally and irrevocably guaranteed by the Guarantors; and

WHEREAS, each of Solar, SunGard and each of the Guarantors has duly authorized the execution and delivery of this Indenture.

NOW, THEREFORE, Solar, SunGard, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition” means the transactions contemplated by the Transaction Agreement.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Additional Notes” means additional Notes (other than the Initial Notes and other than Exchange Notes for such Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar or Paying Agent.

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of such Note; and

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at August 15, 2010 (each such redemption price being set forth in Section 3.07 hereof), plus (ii) all required interest payments due on such Note through August 15, 2010 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Issuer or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions;

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to the provisions described under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.07 hereof;

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(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $50.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary of the Issuer to another Restricted Subsidiary of the Issuer;

(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) foreclosures on assets;

(j) sales of accounts receivable, or participations therein, in connection with any Receivables Facility; and

(k) any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

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“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.

“Cash Equivalents” means:

(1) United States dollars;

(2) (a) euro, or any national currency of any participating member state of the EMU; or

(b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(8) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

(9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and

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(11) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

(2) the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Issuer.

“Clearstream” means Clearstream Banking, Société Anonyme.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees and Capitalized Software Expenditures of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (v) any expense resulting from the discounting of the Existing Senior Notes in connection with the application of purchase accounting in connection with the Transaction, (w) any Additional Interest and any “additional interest” with respect to the Senior Notes, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

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(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transaction to the extent incurred on or prior to June 30, 2006), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(3) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Issuer, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Issuer shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

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(7) effects of adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in the property and equipment, software and other intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transaction or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(9) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,

(11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and

(12) accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Transaction in accordance with GAAP shall be excluded.

Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clause (3)(d) of Section 4.07(a) hereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of Section 4.07(a) hereof.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

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(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 14.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuer.

“Credit Facilities” means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Issuer or any parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer or the applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

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“Designated Senior Indebtedness” means:

(1) any Indebtedness outstanding under the Senior Credit Facilities; and

(2) any other Senior Indebtedness permitted under this Indenture, the principal amount of which is $50.0 million or more and that has been designated by the Issuer as “Designated Senior Indebtedness.”

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes (such as the Pennsylvania capital tax) and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Fixed Charges of such Person for such period (including (x) net losses or Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and the Credit Facilities and (ii) any amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(e) the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; plus

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(f) any other non-cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(h) the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under Section 4.11 hereof; plus

(i) the amount of net cost savings projected by the Issuer in good faith to be realized as a result of specified actions taken during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) such cost savings are reasonably identifiable and factually supportable, (y) such actions are taken within 36 months after the Issue Date and (z) the aggregate amount of cost savings added pursuant to this clause (i) shall not exceed $100.0 million for any four consecutive quarter period (which adjustments may be incremental to pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); plus

(j) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus

(k) any costs or expense incurred by the Issuer or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Issuer or net cash proceeds of an issuance of Equity Interest of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof;

(2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, and

(3) increased or decreased by (without duplication):

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133; plus or minus, as applicable,

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(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

(1) public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-8;

(2) issuances to any Subsidiary of the Issuer; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“euro” means the single currency of participating member states of the EMU.

“Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Issuer from

(1) contributions to its common equity capital, and

(2) the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer,

in each case designated as Excluded Contributions pursuant to an officer’s certificate executed by the principal financial officer of the Issuer on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

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“Existing Senior Notes” means the $250.0 million aggregate principal amount of 3.75% senior notes due 2009 and $250.0 million aggregate principal amount of 4.875% senior notes due 2014, each of SunGard and outstanding on the Issue Date.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by the Issuer or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

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“Fixed Charges” means, with respect to any Person for any period, the sum of:

(1) Consolidated Interest Expense of such Person for such period;

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.

“Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under this Indenture.

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“Guarantor” means, each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of this Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or (b) obligations under or in respect of Receivables Facilities.

“Indenture” means this Indenture, as amended or supplemented from time to time.

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“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” as defined in the recitals hereto.

“Initial Purchasers” means Deutsche Bank Securities Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, RBC Capital Markets Corporation and BNY Capital Markets, Inc.

“Interest Payment Date” means February 15 and August 15 of each year to stated maturity.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof:

(1) “Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to

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continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Issuer “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to the Issuer Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Issuer.

“Investors” means Silver Lake Partners, Bain Capital Partners, The Blackstone Group, Goldman Sachs Capital Partners, Kohlberg Kravis Roberts & Co. L.P., Providence Equity Partners, Inc., Texas Pacific Group and each of their respective Affiliates but not including, however, any portfolio companies of any of the foregoing.

“Issue Date” means August 11, 2005.

“Issuer” means (a) prior to the consummation of the Acquisition, Solar Capital Corp. and not any of its Affiliates and (b) from and after the consummation of the Acquisition, SunGard Data Systems Inc. and not any of its Subsidiaries; provided that when used in the context of determining the fair market value of an asset or liability under this Indenture, “Issuer” shall be deemed to mean the board of directors of the Issuer when the fair market value is equal to or in excess of $250.0 million (unless otherwise expressly stated).

“Issuer Order” means a written request or order signed on behalf of the Issuer by an Officer of the Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, and delivered to the Trustee.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuer and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

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“Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of Section 4.10(b) hereof) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture. For purposes of this Indenture, all references to Notes to be issued or authenticated upon transfer, replacement or exchange shall be deemed to refer to Notes of the applicable series.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the offering memorandum, dated July 27, 2005, relating to the sale of the Initial Notes.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer.

“Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, that meets the requirements set forth in this Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with Section 4.10 hereof.

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“Permitted Holders” means each of the Investors and members of management of the Issuer (or its direct parent) who are holders of Equity Interests of the Issuer (or any of its direct or indirect parent companies) on the Issue Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies.

“Permitted Investments” means:

(1) any Investment in the Issuer or any of its Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3) any Investment by the Issuer or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date;

(6) any Investment acquired by the Issuer or any of its Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Hedging Obligations permitted under clause (10) of Section 4.09(b) hereof;

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(8) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(9) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Issuer, or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 4.07(a) hereof;

(10) guarantees of Indebtedness permitted under Section 4.09 hereof;

(11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 4.11(b) hereof (except transactions described in clauses (2), (5) and (9) of Section 4.11(b) hereof);

(12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(13) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed 3.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(14) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Issuer are necessary or advisable to effect any Receivables Facility;

(15) advances to, or guarantees of Indebtedness of, employees not in excess of $15.0 million outstanding at any one time, in the aggregate; and

(16) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Issuer or any direct or indirect parent company thereof.

“Permitted Junior Securities” means:

(1) Equity Interests in the Issuer, any Guarantor or any direct or indirect parent of the Issuer; or

(2) unsecured debt securities that are subordinated to all Senior Indebtedness (and any debt securities issued in exchange for Senior Indebtedness) to substantially the same extent as, or to a greater extent than, the Notes and the related Guarantees are subordinated to Senior Indebtedness under this Indenture;

provided that the term “Permitted Junior Securities” shall not include any securities distributed pursuant to a plan of reorganization if the Indebtedness under the Senior Credit Facilities is treated as part of the same class as the Notes for purposes of such plan of reorganization; provided further that to the extent

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that any Senior Indebtedness of the Issuer or the Guarantors outstanding on the date of consummation of any such plan of reorganization is not paid in full in cash on such date, the holders of any such Senior Indebtedness not so paid in full in cash have consented to the terms of such plan of reorganization.

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4), (12)(b), (18) or (19) of Section 4.09(b) hereof; provided that Liens securing Indebtedness permitted to be incurred pursuant to clause (18) extend only to the assets of Foreign Subsidiaries and Liens securing Indebtedness permitted to be incurred pursuant to clause (19) are solely on acquired property or the assets of the acquired entity, as the case may be;

(7) Liens existing on the Issue Date;

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries;

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(9) Liens on property at the time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided further, however, that the Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof;

(11) Liens securing Hedging Obligations so long as related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations;

(12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Issuer or any Guarantor;

(16) Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business to the Issuer’s clients;

(17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(19) deposits made in the ordinary course of business to secure liability to insurance carriers;

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(20) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $50.0 million at any one time outstanding;

(21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under Section 6.01 hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and

(26) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

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“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuer in good faith.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be.

“Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Issuer or any of its Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

“Record Date” for the interest or Additional Interest, if any, payable on any applicable Interest Payment Date means February 1 or August 1 (whether or not a Business Day) next preceding such Interest Payment Date.

“Registration Rights Agreement” means the Registration Rights Agreement with respect to the Notes dated as of the Issue Date, among Solar Capital Corp., SunGard, the Guarantors and the Initial Purchasers, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements between the Issuer and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuer to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A hereto, bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.

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“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Representative” means any trustee, agent or representative (if any) for an issue of Senior Indebtedness of the Issuer.

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing.

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“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Credit Facilities” means the Credit Facility under the Credit Agreement to be entered into as of the Issue Date by and among SunGard Holdco LLC, the Issuer, the lenders party thereto in their capacities as lenders thereunder and JPMorgan Chase Bank, N.A., as Administrative Agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof).

“Senior Indebtedness” means:

(1) all Indebtedness of the Issuer or any Guarantor outstanding under the Senior Credit Facilities or Senior Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuer or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuer or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of this Indenture;

(3) any other Indebtedness of the Issuer or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Senior Subordinated Notes or any related Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

provided, however, that Senior Indebtedness shall not include:

(a) any obligation of such Person to the Issuer or any of its Subsidiaries;

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(b) any liability for federal, state, local or other taxes owed or owing by such Person;

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business;

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture; provided, however that such Indebtedness shall be deemed not to have been incurred in violation of this Indenture for purposes of this clause if such Indebtedness consists of Designated Senior Indebtedness, and the holder(s) of such Indebtedness or their agent or representative (a) had no actual knowledge at the time of incurrence that the incurrence of such Indebtedness violated this Indenture and (b) shall have receive a certificate from an officer of the Issuer to the effect that the incurrence of such Indebtedness does not violate the provisions of this Indenture.

“Senior Notes” means the $1,600,000,000 aggregate principal amount of the Issuer’s 9 ¹/8% senior notes due 2013 and the $400,0000,000 aggregate principal amount of the Issuer’s senior floating rate notes due 2013, in each case issued on the Issue Date.

“Senior Subordinated Indebtedness” means:

(1) with respect to the Issuer, Indebtedness which ranks equal in right of payment to the Notes issued by the Issuer; and

(2) with respect to any Guarantor, Indebtedness which ranks equal in right of payment to the Guarantee of such entity of Notes.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Sponsor Management Agreement” means the management agreement between certain of the management companies associated with the Investors and SunGard, as amended from time to time.

“Subordinated Indebtedness” means, with respect to the Notes,

(1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes

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“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Total Assets” means the total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Issuer or such other Person as may be expressly stated.

“Transaction” means the transactions contemplated by the Transaction Agreement, the issuance of the Notes and the Senior Subordinated Notes, the granting of Liens on the Existing Senior Notes, fundings under any Receivables Facility and borrowings under the Senior Credit Facilities as in effect on the Issue Date.

“Transaction Agreement” means the Agreement and Plan of Merger, dated as of March 27, 2005 between Solar Capital Corp. and SunGard as the same may be amended prior to the Issue Date.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to August 15, 2010; provided, however, that if the period from the Redemption Date to August 15, 2010 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-777bbbb).

“Trustee” means The Bank of New York, as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

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“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A attached hereto, that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Issuer;

(2) such designation complies with Section 4.07 hereof; and

(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary.

The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in Section 4.09(a) hereof; or

(2) the Fixed Charge Coverage Ratio for the Issuer its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation,

in each case on a pro forma basis taking into account such designation.

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Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Issuer or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

Section 1.02 Other Definitions.

Term	Defined in Section
“Acceptable Commitment”	4.10
“Affiliate Transaction”	4.11
“Asset Sale Offer”	4.10
“Authentication Order”	2.02
“Blockage Notice”	10.03
“Change of Control Offer”	4.14
“Change of Control Payment”	4.14
“Change of Control Payment Date”	4.14
“Covenant Defeasance”	8.03
“Covenant Suspension Event”	4.16
“DTC”	2.03
“Event of Default”	6.01
“Excess Proceeds”	4.10
“Guarantee Blockage Notice”	12.03
“Guarantee Payment Blockage Period”	12.03
“Guarantor Payment Default”	12.03
“incur”	4.09
“Legal Defeasance”	8.02
“Non-Guarantor Payment Default”	12.03
“Non-Payment Default”	10.03
“Note Register”	2.03
“Offer Amount”	3.09

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Term	Defined in Section
“Offer Period”	3.09
“Pari Passu Indebtedness”	4.10
“pay its Guarantee”	12.03
“pay the Notes”	10.03
“Paying Agent”	2.03
“Payment Blockage Period”	10.03
“Payment Default”	10.03
“Purchase Date”	3.09
“Redemption Date”	3.07
“Refinancing Indebtedness”	4.09
“Refunding Capital Stock”	4.07
“Registrar”	2.03
“Restricted Payments”	4.07
“Second Commitment”	4.10
“Successor Company”	5.01
“Successor Person”	5.01
“Suspended Covenant”	4.16
“Treasury Capital Stock”	4.07

Section 1.03 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security Holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Guarantees means the Issuer and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them.

Section 1.04 Rules of Construction.

Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

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(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c) “or” is not exclusive;

(d) words in the singular include the plural, and in the plural include the singular;

(e) “will” shall be interpreted to express a command;

(f) provisions apply to successive events and transactions;

(g) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(h) unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and

(i) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision.

Section 1.05 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.05.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

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(e) The Issuer may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

(g) Without limiting the generality of the foregoing, a Holder, including DTC that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

(h) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

ARTICLE 2

THE NOTES

Section 2.01 Form and Dating; Terms.

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples thereof.

(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the

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Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of:

(i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

(ii) an Officer’s Certificate from the Issuer.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be subject to repurchase by the Issuer pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article 3.

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuer without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or

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otherwise as the Initial Notes; provided that the Issuer’s ability to issue Additional Notes shall be subject to the Issuer’s compliance with Section 4.09 hereof. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

(e) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

At least one Officer shall execute the Notes on behalf of the Issuer by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or facsimile signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder.

The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer.

Section 2.03 Registrar and Paying Agent.

The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.

The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Issuer initially appoints the Trustee to act as the Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes.

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Section 2.04 Paying Agent to Hold Money in Trust.

The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Additional Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuer shall otherwise comply with Trust Indenture Act Section 312(a).

Section 2.06 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days or (ii) there shall have occurred and be continuing a Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall

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require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon consummation of an Exchange Offer by the Issuer in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or

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(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

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Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in paragraph (i) or (ii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the

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receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or

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through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

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(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting

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Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuer shall execute and the Trustee shall authenticate and mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture.

(g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT

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WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW

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YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i) General Provisions Relating to Transfers and Exchanges.

(i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

(iii) Neither the Registrar nor the Issuer shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

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(v) The Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest (including Additional Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

(viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof.

(ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.07 Replacement Notes.

If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer and the Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer may charge for its expenses in replacing a Note.

Every replacement Note is a contractual obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

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If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09 Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, or by any Affiliate of the Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Issuer or any obligor upon the Notes or any Affiliate of the Issuer or of such other obligor.

Section 2.10 Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

Section 2.11 Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuer. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

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Section 2.12 Defaulted Interest.

If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuer of such special record date. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

Section 2.13 CUSIP Numbers

The Issuer in issuing the Notes may use CUSIP numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will as promptly as practicable notify the Trustee of any change in the CUSIP numbers.

ARTICLE 3

REDEMPTION

Section 3.01 Notices to Trustee.

If the Issuer elects to redeem Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a redemption date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any national

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securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (b) on a pro rata basis or, to the extent that selection on a pro rata basis is not practicable, by lot or by such other method the Trustee considers fair and appropriate. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $2,000; no Notes of $2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $2,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03 Notice of Redemption.

Subject to Section 3.09 hereof, the Issuer shall mail or cause to be mailed by first-class mail notices of redemption at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 13 hereof. Except as set forth in Section 3.07(b) hereof, notices of redemption may not be conditional.

The notice shall identify the Notes to be redeemed and shall state:

(a) the redemption date;

(b) the redemption price;

(c) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note;

(d) the name and address of the Paying Agent;

(e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(g) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(h) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes; and

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(i) if in connection with a redemption pursuant to Section 3.07(b) hereof, any condition to such redemption.

At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided that the Issuer shall have delivered to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price (except as provided for in Section 3.07(b) hereof). The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.

Section 3.05 Deposit of Redemption or Purchase Price.

Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest (including Additional Interest, if any) on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased.

If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $2,000. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

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Section 3.07 Optional Redemption.

(a) At any time prior to August 15, 2010, the Issuer may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Notes, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(b) Until August 15, 2008, the Issuer may, at its option, redeem up to 35% of the aggregate principal amount of Notes issued by it at a redemption price equal to 110.25% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes that are Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

(c) Except pursuant to clause (a) or (b) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to August 15, 2010.

(d) On and after August 15, 2010, the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on August 15 of each of the years indicated below:

Year	Percentage
2010	105.125	%
2011	103.417	%
2012	101.708	%
2013 and thereafter	100.000	%

(e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Mandatory Redemption.

The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

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Section 3.09 Offers to Repurchase by Application of Excess Proceeds.

(a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below.

(b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

(c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

(d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

(ii) the Offer Amount, the purchase price and the Purchase Date;

(iii) that any Note not tendered or accepted for payment shall continue to accrue interest;

(iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;

(v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $2,000 only;

(vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

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(viii) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples thereof, shall be purchased); and

(ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.

(e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered.

(f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof.

ARTICLE 4

COVENANTS

Section 4.01 Payment of Notes.

The Issuer shall pay or cause to be paid the principal of, premium, if any, Additional Interest, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, Additional Interest, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary, holds as of noon Eastern Time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

The Issuer shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

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The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

The Issuer shall maintain in the Borough of Manhattan in the City of New York an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in the Borough of Manhattan in the City of New York for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.03 hereof.

Section 4.03 Reports and Other Information.

(a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost to any Holder, within 15 days after the Issuer files them with the SEC) from and after the Issue Date,

(1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;

(3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and

(4) any other information, documents and other reports that the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

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in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer shall make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Issuer would be required to file such information with the SEC, if it were subject to Sections 13 or 15(d) of the Exchange Act. In addition, to the extent not satisfied by the foregoing, the Issuer shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(b) In the event that any direct or indirect parent company of the Issuer becomes a guarantor of the Notes, the Issuer may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.

(c) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

Section 4.04 Compliance Certificate.

(a) The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuer has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).

(b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Issuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuer shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuer proposes to take with respect thereto.

Section 4.05 Taxes.

The Issuer shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

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Section 4.06 Stay, Extension and Usury Laws.

The Issuer and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07 Limitation on Restricted Payments.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on account of the Issuer’s, or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(A) dividends or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; or

(B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than:

(A) Indebtedness permitted under clauses (7) and (8) of Section 4.09(b) hereof; or

(B) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

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(2) immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness under Section 4.09(a) hereof; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (b) thereof only), (6)(c), (9) and (14) of Section 4.07(b) hereof, but excluding all other Restricted Payments permitted by Section 4.07(b) hereof), is less than the sum of (without duplication):

(a) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) beginning July 1, 2005, to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received by the Issuer since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof) from the issue or sale of:

(i) (A) Equity Interests of the Issuer, including Treasury Capital Stock, but excluding cash proceeds and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received from the sale of:

(x) Equity Interests to members of management, directors or consultants of the Issuer, any direct or indirect parent company of the Issuer and the Issuer’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; and

(y) Designated Preferred Stock

and (B) to the extent such net cash proceeds are actually contributed to the Issuer, Equity Interests of the Issuer’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof); or

(ii) debt securities of the Issuer that have been converted into or exchanged for such Equity Interests of the Issuer;

provided, however, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock, (X) Equity Interests or convertible debt securities of the Issuer sold to a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

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(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property contributed to the capital of the Issuer following the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof) (other than by a Restricted Subsidiary and other than by any Excluded Contributions); plus

(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received by means of:

(i) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Issuer or its Restricted Subsidiaries, in each case after the Issue Date; or

(ii) the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Issue Date; plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Issuer in good faith or if, in the case of an Unrestricted Subsidiary, such fair market value may exceed $150.0 million, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment.

(b) The foregoing provisions of Section 4.07(a) hereof shall not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture;

(2) (a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuer or any Equity Interests of any direct or indirect parent company of the Issuer, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent contributed to the Issuer (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”) and (b) if immediately

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prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this Section 4.07(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Issuer) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or a Guarantor, as the case may be, which is incurred in compliance with Section 4.09 hereof so long as:

(a) the principal amount of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness;

(b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;

(c) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and

(d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Issuer or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $25.0 million (which shall increase to $50.0 million subsequent to the consummation of an underwritten public Equity Offering by the Issuer or any direct or indirect parent corporation of the Issuer) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $50.0 million in any calendar year (which shall increase to $100.0 million subsequent to the consummation of an underwritten public Equity Offering by the Issuer or any direct or indirect parent corporation of the Issuer)); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to the Issuer, Equity Interests of any of the Issuer’s direct or indirect parent companies, in each case to members of management,

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directors or consultants of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof; plus

(b) the cash proceeds of key man life insurance policies received by the Issuer or its Restricted Subsidiaries after the Issue Date; less

(c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);

and provided further that cancellation of Indebtedness owing to the Issuer from members of management of the Issuer, any of the Issuer’s direct or indirect parent companies or any of the Issuer’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Issuer or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture;

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in accordance with Section 4.09 hereof to the extent such dividends are included in the definition of “Fixed Charges”;

(6) (a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer after the Issue Date;

(b) the declaration and payment of dividends to a direct or indirect parent company of the Issuer, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the Issue Date, provided that the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the Issuer from the sale of such Designated Preferred Stock; or

(c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 4.07(b);

provided, however, in the case of each of (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuer and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed 2.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

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(8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(9) the declaration and payment of dividends on the Issuer’s common stock (or the payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following the first public offering of the Issuer’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Issuer in or from any such public offering, other than public offerings with respect to the Issuer’s common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;

(10) Restricted Payments that are made with Excluded Contributions;

(11) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) not to exceed the greater of (x) $275.0 million or (y) 1.875%, of Total Assets at the time made;

(12) distributions or payments of Receivables Fees;

(13) any Restricted Payment used to fund the Transaction and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by Section 4.11 hereof;

(14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under Sections 4.10 and Section 4.14 hereof; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(15) the declaration and payment of dividends by the Issuer to, or the making of loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

(a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(b) federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Issuer and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity;

(c) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;

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(d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Issuer to the extent such costs and expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and

(e) fees and expenses other than to Affiliates of the Issuer related to any unsuccessful equity or debt offering of such parent entity; and

(16) the distribution, dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11) and (16) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof.

(c) The Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation shall be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a) hereof or under clause (7), (10), (11) or (16) of Section 4.07(b) hereof, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1) (A) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(B) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

(2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

(b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation and the Senior Notes and the related indenture;

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(2) this Indenture and the Notes;

(3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired;

(4) applicable law or any applicable rule, regulation or order;

(5) any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(6) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof;

(10) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

(11) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

(12) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(13) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Issuer are necessary or advisable to effect such Receivables Facility.

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Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

(b) The provisions of Section 4.09(a) hereof shall not apply to:

(1) the incurrence of Indebtedness under Credit Facilities by the Issuer or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $5,750.0 million outstanding at any one time, less up to $1,000.0 million in the aggregate of mandatory principal payments actually made by the borrower thereunder in respect of Indebtedness thereunder with Net Proceeds from an Asset Sale or series of related Asset Sales that constitutes the sale, transfer, conveyance or other disposition of all or substantially all of a segment (as defined under GAAP) of the Issuer (other than any segment predominantly composed of assets acquired by the Issuer or its Restricted Subsidiaries subsequent to the Issue Date);

(2) the incurrence by the Issuer and any Guarantor of Indebtedness represented by (a) the Notes (including any Guarantee) (other than any Additional Notes) and (b) the Senior Notes (including any guarantee thereof);

(3) Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b));

(4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Issuer or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment (other than software) that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets;

(5) Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

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(6) Indebtedness arising from agreements of the Issuer or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

(A) such Indebtedness is not reflected on the balance sheet of the Issuer, or any of its Restricted Subsidiaries (Contingent Obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)(A)); and

(B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness;

(8) Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Guarantee of the Notes of such Guarantor; provided further that any subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness;

(9) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock;

(10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this Section 4.09, exchange rate risk or commodity pricing risk;

(11) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

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(12) (a) Indebtedness or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary equal to 200.0% of the net cash proceeds received by the Issuer since immediately after the Issue Date from the issue or sale of Equity Interests of the Issuer or cash contributed to the capital of the Issuer (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Issuer or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of Section 4.07(a) hereof to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b) hereof or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of Issuer and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), does not at any one time outstanding exceed $600.0 million (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (12)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (12)(b) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which the Issuer or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without reliance on this clause (12)(b));

(13) the incurrence by the Issuer or any Restricted Subsidiary, of the Issuer of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under Section 4.09(a) hereof and clauses (2), (3) and (12)(a) of this Section 4.09(b), this clause (13) and clause (14) of this Section 4.09(b) or any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

(B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(C) shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer;

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(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer, that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

(iii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

and provided further that subclause (A) of this clause (13) will not apply to any refunding or refinancing of any Indebtedness outstanding under any Senior Indebtedness;

(14) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that either

(i) such Indebtedness, Disqualified Stock or Preferred Stock:

(a) is not Secured Indebtedness and is Senior Subordinated Indebtedness or Subordinated Indebtedness with terms no less favorable to the Holders thereof than the subordination terms set forth in this Indenture as in effect on the Issue Date;

(b) is not incurred while a Default exists and no Default shall result therefrom;

(c) matures and does not require any payment of principal prior to the final maturity of the Notes (other than in a manner consistent with the terms of this Indenture); and

(d) in the case of clause (y), is not incurred in contemplation of such acquisition or merger; or

(ii) after giving effect to such acquisition or merger, either

(a) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or

(b) the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries is greater than immediately prior to such acquisition or merger;

(15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

(16) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

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(17) (a) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or

(b) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer provided that such guarantee is incurred in accordance with Section 4.15 hereof;

(18) Indebtedness of Foreign Subsidiaries of the Issuer incurred not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (18) 5.0% of the Total Assets of the Foreign Subsidiaries (it being understood that any Indebtedness incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which the Issuer or such Restricted Subsidiary could have incurred such Indebtedness under Section 4.09(a) hereof without reliance on this clause (18));

(19) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition in a principal amount not to exceed $200.0 million in the aggregate at any one time outstanding together with all other Indebtedness, Disqualified Stock and/or Preferred Stock issued under this clause (19) (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (19) shall cease to be deemed incurred or outstanding for purposes of this clause (19) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without reliance on this clause (19));

(20) Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business; and

(21) Indebtedness consisting of Indebtedness issued by the Issuer or any of its Restricted Subsidiaries to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent described in clause (4) of Section 4.07(b) hereof.

(c) For purposes of determining compliance with this Section 4.09:

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (21) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Issuer, in its sole discretion, shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date shall be treated as incurred on the Issue Date under clause (1) of Section 4.09(b) hereof; and

(2) at the time of incurrence, the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Sections 4.09(a) and 4.09(b) hereof.

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Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness, Disqualified Stock or Preferred Stock shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Section 4.10 Asset Sales.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless:

(1) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:

(A) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing,

(B) any securities received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and

(C) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed 2.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose.

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(b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to permanently reduce:

(A) Obligations under the Senior Indebtedness, and to correspondingly reduce commitments with respect thereto;

(B) Obligations under Senior Subordinated Indebtedness (and to correspondingly reduce commitments with respect thereto); provided that the Issuer shall equally and ratably reduce Obligations under the Notes as provided under Section 3.07 hereof through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth under Section 4.10(c) hereof) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid, or

(C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or another Restricted Subsidiary,

(2) to make (A) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) acquisitions of other assets, in each of (A), (B) and (C), used or useful in a Similar Business, or

(3) to make an investment in (A) any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) acquisitions of other assets that, in each of (A), (B) and (C), replace the businesses, properties and/or assets that are the subject of such Asset Sale;

provided that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer, or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds shall be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.

(c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million, the Issuer shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with

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the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is an integral multiple of $2,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $100.0 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee.

To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

(d) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.

(f) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

Section 4.11 Transactions with Affiliates.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $20.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $50.0 million, a resolution adopted by the majority of the board of directors of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a).

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(b) The provisions of Section 4.11(a) hereof shall not apply to the following:

(1) transactions between or among the Issuer or any of its Restricted Subsidiaries;

(2) Restricted Payments permitted by Section 4.07 hereof and the definition of “Permitted Investments”;

(3) the payment of management, consulting, monitoring and advisory fees and related expenses to the Investors pursuant to the Sponsor Management Agreement in an aggregate amount in any fiscal year not to exceed 1% of EBITDA for such fiscal year (calculated, solely for the purpose of this clause (3), assuming (A) that such fees and related expenses had not been paid, when calculating Net Income, and (B) without giving effect to clause (h) of the definition of EBITDA) (plus any unpaid management, consulting, monitoring and advisory fees and related expenses within such amount accrued in any prior year) and the termination fees pursuant to the Sponsor Management Agreement not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the Issue Date;

(4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;

(5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole;

(8) the Transaction and the payment of all fees and expenses related to the Transaction, in each case as disclosed in the Offering Memorandum;

(9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

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(10) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Permitted Holder or to any director, officer, employee or consultant;

(11) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(12) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Issuer in good faith;

(13) payments or loans (or cancellation of loans) to employees or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by the Issuer in good faith; and

(14) investments by the Investors in securities of the Issuer or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

Section 4.12 Liens.

The Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness ranking pari passu with or subordinated to the Notes or any related Guarantee, on any asset or property of the Issuer or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to (A) Liens securing the Notes and the related Guarantees and (B) Liens securing Senior Indebtedness of the Issuer or any Guarantor.

Section 4.13 Corporate Existence.

Subject to Article 5 hereof, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Issuer and its Restricted Subsidiaries; provided that the Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the Issuer in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole.

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Section 4.14 Offer to Repurchase Upon Change of Control.

(a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee, with the following information:

(1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;

(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;

(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7) that if the Issuer is redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple thereof; and

(8) the other instructions, as determined by the Issuer, consistent with this Section 4.14, that a Holder must follow.

The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner

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herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.

(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,

(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.

(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.

Section 4.15 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.

The Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than a Guarantor or a Foreign Subsidiary, to guarantee the payment of any Indebtedness of the Issuer or any other Guarantor unless:

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor:

(a) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and

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(b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;

(2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and

(3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that:

(a) such Guarantee has been duly executed and authorized; and

(b) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Section 4.16 Discharge and Suspension of Covenants.

(a) If after the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes, Section 4.07 hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.15 hereof, Section 4.17 hereof and clause (4) of Section 5.01 hereof shall no longer be applicable to the Notes.

(b) During any period of time that: (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Issuer and the Restricted Subsidiaries shall not be subject to Section 4.14 hereof (the “Suspended Covenant”).

(c) In the event that the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenant under this Indenture for any period of time as a result of the foregoing, and on any subsequent date one or both of the Rating Agencies (i) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (ii) the Issuer or any of its Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, then the Issuer and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenant under this Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (ii).

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(d) The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.16.

Section 4.17 Limitation on Layering.

Notwithstanding anything to the contrary, the Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinate in right of payment to any Senior Indebtedness of the Issuer or such Guarantor, as the case may be, unless such Indebtedness is either:

(a) equal in right of payment with the Notes or such Guarantor’s Guarantee of the Notes, as the case may be; or

(b) expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee of the Notes, as the case may be.

For the purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured, and Senior Indebtedness is not deemed to be subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

ARTICLE 5

SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets.

(a) The Issuer shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) either: (x) the Issuer is the surviving corporation; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

(2) the Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

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(A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or

(B) the Fixed Charge Coverage Ratio for the Successor Company, the Issuer and its Restricted Subsidiaries would be greater than such Ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture, the Notes and the Registration Rights Agreement; and

(6) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture.

(b) The Successor Company shall succeed to, and be substituted for the Issuer, as the case may be, under this Indenture, the Guarantees and the Notes, as applicable. Notwithstanding clauses (3) and (4) of Section 5.01(a) hereof,

(x) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer, and

(y) the Issuer may merge with an Affiliate of the Issuer, as the case may be, solely for the purpose of reincorporating the Issuer in a State of the United States so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby.

(c) Subject to certain limitations described in this Indenture governing release of a Guarantee upon the sale, disposition or transfer of a guarantor, no Guarantor shall, and the Issuer shall not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not the Issuer or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) (A) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(B) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C) immediately after such transaction, no Default exists; and

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(D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or

(2) the transaction is made in compliance with Section 4.10 hereof.

(d) Subject to certain limitations described in this Indenture, the Successor Person shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer.

(e) Notwithstanding anything to the contrary, the mergers contemplated by the Transaction Agreement shall be permitted without compliance with this Section 5.01.

Section 5.02 Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer shall refer instead to the successor corporation and not to the Issuer), and may exercise every right and power of the Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer herein; provided that the predecessor Issuer shall not be relieved from the obligation to pay the principal of and interest and Additional Interest, if any, on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Issuer’s assets that meets the requirements of Section 5.01 hereof.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

(a) An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes (whether or not prohibited by the subordination provisions of this Indenture);

(2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the Notes (whether or not prohibited by the subordination provisions of this Indenture);

(3) failure by the Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less 30% in principal amount of the Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in this Indenture or the Notes;

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(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries, other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $100.0 million or more at any one time outstanding;

(5) failure by the Issuer or any Significant Subsidiary to pay final judgments aggregating in excess of $100.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(i) commences proceedings to be adjudicated bankrupt or insolvent;

(ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy law;

(iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

(iv) makes a general assignment for the benefit of its creditors; or

(v) generally is not paying its debts as they become due;

(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in a proceeding in which the Issuer or any such Restricted Subsidiaries, that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent;

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(ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or for all or substantially all of the property of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or

(iii) orders the liquidation of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(8) the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture.

(b) In the event of any Event of Default specified in clause (4) of Section 6.01(a) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured.

Section 6.02 Acceleration.

(a) If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under this Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of:

(1) acceleration of any such Indebtedness under the Senior Credit Facilities; or

(2) five Business Days after the giving of written notice of such acceleration to the Issuer and the administrative agent under the Senior Credit Facilities.

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Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if and so long as a committee of its Responsible Officers in good faith determines acceleration is not in the best interest of the Holders of the Notes.

Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01(a) hereof, all outstanding Notes shall be due and payable immediately without further action or notice.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, Additional Interest, if any, or premium that has become due solely because of the acceleration) have been cured or waived.

(b) Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Notes because of an Event of Default specified in Section 6.01(a)(4) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Issuer and countersigned by the Holders of such Indebtedness or a trustee, fiduciary or agent for such Holders, within 30 days after such declaration of acceleration in respect of the Notes, and no other Event of Default has occurred during such 30-day period which has not been cured or waived during such period.

Section 6.03 Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder, except a continuing Default in the payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided, subject to Section 6.02 hereof, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

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Section 6.05 Control by Majority.

Holders of a majority in principal amount of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

Section 6.06 Limitation on Suits.

Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 30% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;

(3) Holders of the Notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07 Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium, if any, and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

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Section 6.09 Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10 Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.11 Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12 Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

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Section 6.13 Priorities.

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

(i) to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

(ii) to holders of Senior Indebtedness of the Issuer and, if such money or property has been collected from a Guarantor, to holders of Senior Indebtedness of such Guarantor, in each case to the extent required by Article 10 and/or Article 12 hereof, as applicable

(iii) to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, respectively; and

(iv) to the Issuer or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.

Section 6.14 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

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(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

(e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

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(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer.

(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture

(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(j) In the event the Issuer is required to pay Additional Interest, the Issuer will provide written notice to the Trustee of the Issuer’s obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuer. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof.

Section 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying

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Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by the Trustee at the Corporate Trust Office of the Trustee.

Section 7.06 Reports by Trustee to Holders of the Notes.

Within 60 days after each May 15, beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c).

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuer and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuer shall promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

The Issuer shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer or any Guarantor, or liability in connective with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee may have separate counsel and the Issuer shall pay the fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

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The obligations of the Issuer under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.

To secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.10 hereof;

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c) a custodian or public officer takes charge of the Trustee or its property; or

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuer’s expense), the Issuer or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this

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Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b).

Section 7.11 Preferential Collection of Claims Against Issuer.

The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same),

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except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(a) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

(b) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and

(d) this Section 8.02.

Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.17 hereof and clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), 6.01(4), 6.01(5), 6.01(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries) and 6.01(8) hereof shall not constitute Events of Default.

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Section 8.04 Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(a) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Notes, and in each case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, the Senior Notes or the indenture pursuant to which the Senior Notes were issued or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Notes, and the granting of Liens in connection therewith);

(6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;

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(7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and

(8) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. Money and Government Securities so held in trust are not subject to Article 10 or Article 12 hereof

The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Issuer.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium and Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium and Additional Interest, if any, or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease.

Section 8.07 Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order

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or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuer makes any payment of principal of, premium and Additional Interest, if any, or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;

(3) to comply with Section 5.01 hereof;

(4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10) to add a Guarantor under this Indenture;

(11) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of Senior Subordinated Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Senior Subordinated Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or

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(12) making any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.

Section 9.02 With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

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Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

(5) make any Note payable in money other than that stated therein;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;

(7) make any change in these amendment and waiver provisions;

(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(9) make any change in the subordination provisions hereof that would adversely affect the Holders; or

(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes.

Section 9.03 Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect.

Section 9.04 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

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The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

Section 9.05 Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Section 9.07 Payment for Consent.

Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

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ARTICLE 10

SUBORDINATION

Section 10.01 Agreement To Subordinate.

The Issuer agrees, and each Holder by accepting a Note agrees, that the payment of all Obligations owing in respect of the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the prior payment in full of all existing and future Senior Indebtedness of the Issuer and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Notes shall in all respects rank pari passu in right of payment with all existing and future Senior Subordinated Indebtedness of the Issuer, and will be senior in right of payment to all existing and future Subordinated Indebtedness of the Issuer; and only Indebtedness of the Issuer that is Senior Indebtedness shall rank senior to the Notes in accordance with the provisions set forth herein. All provisions of this Article 10 shall be subject to Section 10.12.

Section 10.02 Liquidation, Dissolution, Bankruptcy.

Upon any payment or distribution of the assets of the Issuer to creditors upon a total or partial liquidation or a total or partial dissolution of the Issuer or in a reorganization of or similar proceeding relating to the Issuer or its property:

(i) the holders of Senior Indebtedness of the Issuer shall be entitled to receive payment in full in cash of such Senior Indebtedness before Holders shall be entitled to receive any payment; and

(ii) until the Senior Indebtedness of the Issuer is paid in full in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of this Indenture shall be made to holders of such Senior Indebtedness as their interests may appear, except that Holders may receive Permitted Junior Securities.

Section 10.03 Default on Senior Indebtedness of the Issuer.

The Issuer shall not pay principal of, premium, if any, or interest on the Notes (or pay any other Obligations relating to the Notes, including Additional Interest, fees, costs, expenses, indemnities and rescission or damage claims) or make any deposit pursuant to Article 8 or Article 13 hereof and may not purchase, redeem or otherwise retire any Notes (collectively, “pay the Notes”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Payment Default”):

(i) any Obligation on any Designated Senior Indebtedness of the Issuer is not paid in full in cash when due (after giving effect to any applicable grace period); or

(ii) any other default on Designated Senior Indebtedness of the Issuer occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, that the Issuer shall be entitled to pay the Notes without regard to the foregoing if the Issuer and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.

During the continuance of any default (other than a Payment Default) (a “Non-Payment Default”) with respect to any Designated Senior Indebtedness of the Issuer pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Issuer shall not pay the Notes (except in the form of Permitted Junior Securities) for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to the Issuer) of written notice (a “Blockage Notice”) of such Non-

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Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facilities, a Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein. The Payment Blockage Period shall end earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Issuer from the Person or Persons who gave such Blockage Notice; (ii) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section 10.03 and Section 10.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness or a Payment Default has occurred and is continuing, the Issuer shall be entitled to resume paying the Notes after the end of such Payment Blockage Period. The Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Indebtedness of the Issuer during such period; provided that if any Blockage Notice is delivered to the Trustee by or on behalf of the holders of Designated Senior Indebtedness of the Issuer (other than the holders of Indebtedness under the Senior Credit Facilities), a Representative of holders of Indebtedness under the Senior Credit Facilities may give another Blockage Notice within such period. However, in no event shall the total number of days during which any Payment Blockage Period or Periods on the Notes is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Blockage Notice unless such default shall have been waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).

Section 10.04 Acceleration of Payment of Notes.

If payment of the Notes is accelerated because of an Event of Default, the Issuer shall promptly notify the holders of the Designated Senior Indebtedness of the Issuer or the Representative of such Designated Senior Indebtedness of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article 10. If any Designated Senior Indebtedness of the Issuer is outstanding, the Issuer may not pay the Notes until five Business Days after the Representatives of all the issuers of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the Notes only if this Indenture otherwise permits payment at that time.

Section 10.05 When Distribution Must Be Paid Over.

If a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holders of Senior Indebtedness of the Issuer and pay it over to them as their interests may appear.

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Section 10.06 Subrogation.

After all Senior Indebtedness of the Issuer is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article 10 to holders of such Senior Indebtedness which otherwise would have been made to Holders is not, as between the Issuer and Holders, a payment by the Issuer on such Senior Indebtedness.

Section 10.07 Relative Rights.

This Article 10 defines the relative rights of Holders and holders of Senior Indebtedness of the Issuer. Nothing in this Indenture shall:

(i) impair, as between the Issuer and Holders, the obligation of the Issuer, which is absolute and unconditional, to pay principal of and interest on the Notes in accordance with their terms;

(ii) prevent the Trustee or any Holder from exercising its available remedies upon a Default, subject to the rights of holders of Senior Indebtedness of the Issuer to receive payments or distributions otherwise payable to Holders and such other rights of such holders of Senior Indebtedness as set forth herein; or

(iii) affect the relative rights of Holders and creditors of the Issuer other than their rights in relation to holders of Senior Indebtedness.

Section 10.08 Subordination May Not Be Impaired by Issuer.

No right of any holder of Senior Indebtedness of the Issuer to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Issuer or by its failure to comply with this Indenture.

Section 10.09 Rights of Trustee and Paying Agent.

Notwithstanding Section 10.03 hereof, the Trustee or any Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory to him that payments may not be made under this Article 10. The Issuer, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of the Issuer shall be entitled to give the notice; provided, however, that, if an issue of Senior Indebtedness of the Issuer has a Representative, only the Representative shall be entitled to give the notice.

The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of the Issuer with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Indebtedness of the Issuer which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 10 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof or any other Section of this Indenture.

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Section 10.10 Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of the Issuer, the distribution may be made and the notice given to their Representative (if any).

Section 10.11 Article 10 Not To Prevent Events of Default or Limit Right To Accelerate.

The failure to make a payment pursuant to the Notes by reason of any provision in this Article 10 shall not be construed as preventing the occurrence of a Default. Nothing in this Article 10 shall have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Notes.

Section 10.12 Trust Moneys Not Subordinated.

Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to Article 8 or Article 13 hereof shall not be subordinated to the prior payment of any Senior Indebtedness of the Issuer or subject to the restrictions set forth in this Article 10, and none of the Holders shall be obligated to pay over any such amount to the Issuer or any holder of Senior Indebtedness of the Issuer or any other creditor of the Issuer, provided that the subordination provisions of this Article 10 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 13 hereof, as the case may be.

Section 10.13 Trustee Entitled To Rely.

Upon any payment or distribution pursuant to this Article 10, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 10.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives of Senior Indebtedness of the Issuer for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Issuer to participate in any payment or distribution pursuant to this Article 10, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 10, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 10.

Section 10.14 Trustee To Effectuate Subordination.

A Holder by its acceptance of a Note agrees to be bound by this Article 10 and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of Senior Indebtedness of the Issuer as provided in this Article 10 and appoints the Trustee as attorney-in-fact for any and all such purposes.

Section 10.15 Trustee Not Fiduciary for Holders of Senior Indebtedness of the Issuer.

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Issuer and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the Issuer or any other Person, money or assets to which any holders of Senior Indebtedness of the Issuer shall be entitled by virtue of this Article 10 or otherwise.

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Section 10.16 Reliance by Holders of Senior Indebtedness of the Issuer on Subordination Provisions.

Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Issuer, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Issuer may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article 10 or the obligations hereunder of the Holders to the holders of the Senior Indebtedness of the Issuer, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of the Issuer, or otherwise amend or supplement in any manner Senior Indebtedness of the Issuer, or any instrument evidencing the same or any agreement under which Senior Indebtedness of the Issuer is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of the Issuer; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of the Issuer; and (iv) exercise or refrain from exercising any rights against the Issuer and any other Person.

ARTICLE 11

GUARANTEES

Section 11.01 Guarantee.

Subject to this Article 11, from and after the consummation of the Acquisition, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of, interest, premium and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any

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other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01.

If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

The Guarantee issued by any Guarantor shall be a general unsecured senior subordinated obligation of such Guarantor and shall be subordinated in right of payment to all existing and future Senior Indebtedness of such Guarantor, if any.

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

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Section 11.02 Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

Section 11.03 Execution and Delivery.

To evidence its Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by its President, one of its Vice Presidents or one of its Assistant Vice Presidents.

Each Guarantor hereby agrees that its Guarantee set forth in Section 11.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 11, to the extent applicable.

Section 11.04 Subrogation.

Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 11.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under this Indenture or the Notes shall have been paid in full.

Section 11.05 Benefits Acknowledged.

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

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Section 11.06 Release of Guarantees.

A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

(1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of such Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture;

(B) the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(C) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or

(D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; and

(2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

ARTICLE 12

SUBORDINATION OF GUARANTEES

Section 12.01 Agreement To Subordinate.

Each Guarantor agrees, and each Holder by accepting a Note agrees, that the obligations of such Guarantor under its Guarantee are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. A Guarantor’s obligations under its Guarantee shall in all respects rank pari passu in right of payment with all existing and future Senior Subordinated Indebtedness of such Guarantor, and will be senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor; and only Indebtedness of such Guarantor that is Senior Indebtedness shall rank senior to the obligations of such Guarantor under its Guarantee in accordance with the provisions set forth herein. All provisions of this Article 12 shall be subject to Section 12.12.

Section 12.02 Liquidation, Dissolution, Bankruptcy.

Upon any payment or distribution of the assets of a Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Guarantor or in a reorganization of or similar proceeding relating to such Guarantor or its property:

(i) the holders of Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of such Senior Indebtedness before Holders shall be entitled to receive any payment; and

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(ii) until the Senior Indebtedness of such Guarantor is paid in full in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of this Indenture shall be made to holders of such Senior Indebtedness as their interests may appear, except that Holders may receive Permitted Junior Securities.

Section 12.03 Default on Senior Indebtedness of a Guarantor.

A Guarantor shall not make any payment pursuant to its Guarantee (or pay any other Obligations relating to its Guarantee, including Additional Interest, fees, costs, expenses, indemnities and rescission or damage claims) and may not purchase, redeem or otherwise retire any Notes (collectively, “pay its Guarantee”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Guarantor Payment Default”):

(i) any Obligation on any Designated Senior Indebtedness of such Guarantor is not paid in full in cash when due (after giving effect to any applicable grace period); or

(ii) any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Guarantor Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, that such Guarantor shall be entitled to pay its Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Guarantor Payment Default has occurred and is continuing.

During the continuance of any default (other than a Guarantor Payment Default) (a “Non-Guarantor Payment Default”) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor shall not pay its Guarantee (except in the form of Permitted Junior Securities) for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Issuer) of written notice (a “Guarantee Blockage Notice”) of such Non-Guarantor Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending 179 days thereafter. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facilities, a Guarantee Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein. The Guarantee Payment Blockage Period shall end earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee, the relevant Guarantor and the Issuer from the Person or Persons who gave such Guarantee Blockage Notice; (ii) because the default giving rise to such Guarantee Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section 12.03 and Section 12.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated

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Senior Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness or a Guarantor Payment Default has occurred and is continuing, the relevant Guarantor shall be entitled to resume paying its Guarantee after the end of such Guarantee Payment Blockage Period. Each Guarantee shall not be subject to more than one Guarantee Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Indebtedness of the relevant Guarantor during such period; provided that if any Guarantee Blockage Notice is delivered to the Trustee by or on behalf of the holders of Designated Senior Indebtedness of such Guarantor (other than the holders of Indebtedness under the Senior Credit Facilities), a Representative of holders of Indebtedness under the Senior Credit Facilities may give another Guarantee Blockage Notice within such period. However, in no event shall the total number of days during which any Guarantee Payment Blockage Period or Periods on a Guarantee is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Guarantee Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Guarantee Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Guarantee Blockage Notice unless such default shall have been waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Guarantee Blockage Notice, that, in either case, would give rise to a Non-Guarantor Payment Default pursuant to any provisions under which a Non-Guarantor Payment Default previously existed or was continuing shall constitute a new Non-Guarantor Payment Default for this purpose).

Section 12.04 Demand for Payment.

If payment of the Notes is accelerated because of an Event of Default and a demand for payment is made on a Guarantor pursuant to Article 11 hereof, the Issuer or such Guarantor shall promptly notify the holders of the Designated Senior Indebtedness of such Guarantor or the Representative of such Designated Senior Indebtedness of such demand; provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article 12. If any Designated Senior Indebtedness of a Guarantor is outstanding, such Guarantor may not pay its Guarantee until five Business Days after the Representatives of all the issuers of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay its Guarantee only if this Indenture otherwise permits payment at that time.

Section 12.05 When Distribution Must Be Paid Over.

If a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holders of Senior Indebtedness of the relevant Guarantor and pay it over to them as their interests may appear.

Section 12.06 Subrogation.

After all Senior Indebtedness of a Guarantor is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article 12 to holders of such Senior Indebtedness which otherwise would have been made to Holders is not, as between the relevant Guarantor and Holders, a payment by such Guarantor on such Senior Indebtedness.

Section 12.07 Relative Rights.

This Article 12 defines the relative rights of Holders and holders of Senior Indebtedness of a Guarantor. Nothing in this Indenture shall:

(i) impair, as between such Guarantor and Holders, the obligation of such Guarantor, which is absolute and unconditional, to make payments under its Guarantee in accordance with its terms;

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(ii) prevent the Trustee or any Holder from exercising its available remedies upon a default by such Guarantor under its obligations with respect to its Guarantee, subject to the rights of holders of Senior Indebtedness of such Guarantor to receive payments or distributions otherwise payable to Holders and such other rights of such holders of Senior Indebtedness as set forth herein; or

(iii) affect the relative rights of Holders and creditors of such Guarantor other than their rights in relation to holders of Senior Indebtedness.

Section 12.08 Subordination May Not Be Impaired by a Guarantor.

No right of any holder of Senior Indebtedness of a Guarantor to enforce the subordination of the obligations of such Guarantor under its Guarantee shall be impaired by any act or failure to act by such Guarantor or by its failure to comply with this Indenture.

Section 12.09 Rights of Trustee and Paying Agent.

Notwithstanding Section 12.03 hereof, the Trustee or any Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory to him that payments may not be made under this Article 12. A Guarantor, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of such Guarantor shall be entitled to give the notice; provided, however, that, if an issue of Senior Indebtedness of such Guarantor has a Representative, only the Representative shall be entitled to give the notice.

The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of a Guarantor with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 12 with respect to any Senior Indebtedness of a Guarantor which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 12 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof or any other Section of this Indenture.

Section 12.10 Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of a Guarantor, the distribution may be made and the notice given to their Representative (if any).

Section 12.11 Article 12 Not To Prevent Events of Default or Limit Right To Demand Payment.

The failure of a Guarantor to make a payment pursuant its Guarantee by reason of any provision in this Article 12 shall not be construed as preventing the occurrence of a default by such Guarantor under its Guarantee. Nothing in this Article 12 shall have any effect on the right of the Holders or the Trustee to make a demand for payment on a Guarantor pursuant to Article 11 hereof.

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Section 12.12 Trust Moneys Not Subordinated.

Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to Article 8 or Article 13 hereof shall not be subordinated to the prior payment of any Senior Indebtedness of any Guarantor or subject to the restrictions set forth in this Article 12, and none of the Holders shall be obligated to pay over any such amount to such Guarantor or any holder of Senior Indebtedness of such Guarantor or any other creditor of such Guarantor, provided that the subordination provisions of this Article 12 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 13 hereof, as the case may be

Section 12.13 Trustee Entitled To Rely.

Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives of Senior Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Section 12.14 Trustee To Effectuate Subordination.

A Holder by its acceptance of a Note agrees to be bound by this Article 12 and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of Senior Indebtedness of a Guarantor as provided in this Article 12 and appoints the Trustee as attorney-in-fact for any and all such purposes.

Section 12.15 Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors.

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of a Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or such Guarantor or any other Person, money or assets to which any holders of Senior Indebtedness of such Guarantor shall be entitled by virtue of this Article 12 or otherwise.

Section 12.16 Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions.

Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of a Guarantor, whether such Senior Indebtedness was created or acquired before or after

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the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of a Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article 12 or the obligations hereunder of the Holders to the holders of the Senior Indebtedness of such Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of such Guarantor, or otherwise amend or supplement in any manner Senior Indebtedness of such Guarantor, or any instrument evidencing the same or any agreement under which Senior Indebtedness of such Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of such Guarantor; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of such Guarantor; and (iv) exercise or refrain from exercising any rights against such Guarantor and any other Person.

ARTICLE 13

SATISFACTION AND DISCHARGE

Section 13.01 Satisfaction and Discharge.

This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer and the Issuer or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(B) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Notes) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, the indenture governing the Senior Notes or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Notes, and the granting of Liens in connection therewith);

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(C) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and

(D) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 13.01, the provisions of Section 13.02 and Section 8.06 hereof shall survive.

Section 13.02 Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 13.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Additional Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 13.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.01 hereof; provided that if the Issuer has made any payment of principal of, premium and Additional Interest, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 14

MISCELLANEOUS

Section 14.01 Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control.

Section 14.02 Notices.

Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address:

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If to the Issuer and/or any Guarantor:

c/o Sungard Data Systems Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Fax No.: (610) 687-3725

Attention: General Counsel

If to the Trustee:

The Bank of New York

101 Barclay Street, Floor 8W New

York, New York 10286

Fax No.: (212) 815-3272

Attention: Corporate Trust Administration

The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

Section 14.03 Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

Section 14.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:

(a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

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(b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 14.05 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 14.06 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 14.08 Governing Law.

THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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Section 14.09 Waiver of Jury Trial.

EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 14.10 Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

Section 14.11 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 14.12 Successors.

All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 11.05 hereof.

Section 14.13 Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 14.14 Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 14.15 Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 14.16 Qualification of Indenture.

The Issuer and the Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuer, the Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification

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of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuer and the Guarantors any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act.

[Signatures on following page]

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SOLAR CAPITAL CORP.
By:	/s/ Michael J. Ruane
Name:	Michael J. Ruane
Title:	Executive Vice President
	and Chief Financial Officer
SUNGARD DATA SYSTEMS INC.
By:	/s/ Michael J. Ruane
Name:	Michael J. Ruane
Title:	Senior Vice President—Finance
	and Chief Financial Officer

Signature Page to Senior Subordinated Indenture

ASC SOFTWARE INC.
AUTOMATED SECURITIES CLEARANCE, LTD.
BANCWARE, INC.
DERIVATECH RISK SOLUTIONS INC.
ELINK PROCESSING LLC
EXETER EDUCATIONAL MANAGEMENT SYSTEMS, INC.
FDP CORP.
FINANCIAL DATA PLANNING CORP.
HTE - UCS, INC.
INFLOW LLC
MICROHEDGE INC.
PLAID BROTHERS SOFTWARE, INC.
PRESCIENT MARKETS INC.
PROTEGENT, INC.
SUNGARD ADVISOR TECHNOLOGIES INC.
SUNGARD ASIA PACIFIC INC.
SUNGARD ASSET MANAGEMENT SYSTEMS INC.
SUNGARD AVAILABILITY INC.
SUNGARD AVAILABILITY SERVICES LP
by its general partner Sungard Technology Services Inc.
SUNGARD BI-TECH INC.
SUNGARD BSR INC.
SUNGARD BUSINESS SYSTEMS INC.
SUNGARD COLLEGIS INC.
SUNGARD COMPUTER SERVICES LLC
SUNGARD CORBEL INC.
SUNGARD ENERGY SYSTEMS INC.
SUNGARD ENFORM CONSULTING INC.
SUNGARD EPROCESS INTELLIGENCE INC.
By:	/s/ Michael J. Ruane
Name:	Michael J. Ruane
Title:	Assistant Vice President

Signature Page to Senior Subordinated Indenture

SUNGARD EXPERT SOLUTIONS INC.
SUNGARD FINANCIAL SYSTEMS INC.
SUNGARD HTE INC.
SUNGARD INSURANCE SYSTEMS INC.
SUNGARD INVESTMENT PRODUCTS INC.
SUNGARD INVESTMENT SYSTEMS INC.
SUNGARD KIODEX INC.
SUNGARD MARKET DATA SERVICES INC.
SUNGARD NETWORK SOLUTIONS INC.
SUNGARD PENTAMATION INC.
SUNGARD REFERENCE DATA SOLUTIONS INC.
SUNGARD SCT INC.
SUNGARD SECURITIES FINANCE INC.
SUNGARD SECURITIES FINANCE INTERNATIONAL INC.
SUNGARD SHAREHOLDER SYSTEMS INC.
SUNGARD SYSTEMS INTERNATIONAL INC.
SUNGARD TECHNOLOGY SERVICES INC.
SUNGARD TRADING SYSTEMS VAR LLC
SUNGARD TREASURY SYSTEMS INC.
SUNGARD TRUST SYSTEMS INC.
SUNGARD WEALTH MANAGEMENT SERVICES, LLC
SUNGARD WORKFLOW SOLUTIONS INC.
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
TRUST TAX SERVICES OF AMERICA, INC.
WALL STREET CONCEPTS INC.
WORLD SYSTEMS INC.
By:	/s/ Michael J. Ruane
Name:	Michael J. Ruane
Title:	Assistant Vice President

Signature Page to Senior Subordinated Indenture

ASSENT SOFTWARE LLC
DATA TECHNOLOGY SERVICES INC.
FINANCIAL TECHNOLOGY SYSTEMS INC.
MBM INC.
ONLINE SECURITIES PROCESSING INC.
PORTFOLIO VENTURES INC.
SIS EUROPE HOLDINGS INC.
SRS DEVELOPMENT INC.
SUNGARD AVAILABILITY SERVICES LTD.
SUNGARD CANADA HOLDINGS INC.
SUNGARD DEVELOPMENT CORPORATION
SUNGARD DIS INC.
SUNGARD INVESTMENT VENTURES LLC
SUNGARD SAS HOLDINGS INC.
SUNGARD SOFTWARE, INC.
By:	/s/ Michael J. Ruane
Name:	Michael J. Ruane
Title:	President

Signature Page to Senior Subordinated Indenture

THE BANK OF NEW YORK,
as Trustee
By:	/s/ Mary LaGumina
Name:	Mary LaGumina
Title:	Vice President

Signature Page to Senior Subordinated Indenture

EXHIBIT A

[Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

A-1

CUSIP [            ]

ISIN [            ]¹

[[RULE 144A][REGULATION S] GLOBAL NOTE

representing up to

$                    ]

10 ¹/4% Senior Subordinated Notes due 2015

No.          [$                    ]

SOLAR CAPITAL CORP.

promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of                                      United States Dollars] on August 15, 2015.

Interest Payment Dates: February 15 and August 15

Record Dates: February 1 and August 1

¹ Rule 144A Note CUSIP: 867363 AK 9

Rule 144A Note ISIN: US867363AK90

Regulation S Note CUSIP: U86687 AE 7

Regulation S Note ISIN: USU86687AE71

Exchange Note CUSIP: 867363 AL 7

Exchange Note ISIN: US867363AL73

A-2

IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.

Dated: August 11, 2005

SOLAR CAPITAL CORP.

By:

Name:

Title:

A-3

This is one of the Notes referred to in the within-mentioned Indenture:

THE BANK OF NEW YORK,
as Trustee
By:
	Authorized Signatory

A-4

[Back of Note]

10 ¹/4% Senior Subordinated Notes due 2015

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. Solar Capital Corp., a Delaware corporation, promises to pay interest on the principal amount of this Note at 10 ¹/4% per annum from August 11, 2005² until maturity and shall pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. Upon consummation of the Transaction, SunGard Data Systems Inc. will assume the obligations of Solar Capital Corp. under this Note. The Issuer will pay interest and Additional Interest, if any, semi-annually in arrears on February 15 and August 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be February 15, 2006². The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

2. METHOD OF PAYMENT. The Issuer will pay interest on the Notes and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to the Holders. The Issuer or any of its Subsidiaries may act in any such capacity.

4. INDENTURE. The Issuer issued the Notes under an Indenture, dated as of August 11, 2005 (the “Indenture”), among Solar Capital Corp., SunGard Data Systems Inc., the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of notes of the Issuer designated as its 10 ¹/4% Senior Subordinated Notes due 2015. The Issuer shall be entitled to issue Additional

² With respect to the Initial Notes.

A-5

Notes pursuant to Section 2.01 and 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5. OPTIONAL REDEMPTION.

(a) Except as described below under clauses 5(b) and 5(c) hereof, the Notes will not be redeemable at the Issuer’s option before August 15, 2010.

(b) At any time prior to August 15, 2010, the Issuer may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Notes, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(c) Until August 15, 2008, the Issuer may, at its option, redeem up to 35% of the aggregate principal amount of Notes issued by it at a redemption price equal to 110.25% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes that are Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

(d) On and after August 15, 2010, the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on August 15 of each of the years indicated below:

Year	Percentage
2010	105.125	%
2011	103.417	%
2012	101.708	%
2013 and thereafter	100.000	%

(e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

A-6

6. MANDATORY REDEMPTION. The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 13 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $2,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

8. OFFERS TO REPURCHASE.

(a) Upon the occurrence of a Change of Control, the Issuer shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.

(b) If the Issuer or any of its Restricted Subsidiaries consummates an Asset Sale, within 10 Business Days of each date that Excess Proceeds exceed $100.0 million, the Issuer shall commence, an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount of Notes (including any Additional Notes) and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $2,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.

A-7

10. SUBORDINATION. The Notes and the Guarantees are subordinated to Senior Indebtedness of the Issuer and the Guarantors on the terms and subject to the conditions set forth in the Indenture. To the extent provided in the Indenture, Senior Indebtedness must be paid before the Notes and Guarantees may be paid. The Issuer agrees, and each Holder by accepting a Note agrees, to the subordination provisions contained in the Indenture and authorizes the Trustee to give it effect and appoints the Trustee as attorney-in-fact for such purpose.

11. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

12. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

13. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under the Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of: (1) acceleration of any such Indebtedness under the Senior Credit Facilities; or (2) five Business Days after the giving of written notice of such acceleration to the Issuer and the administrative agent under the Senior Credit Facilities. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, Additional Interest, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

14. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

15. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of August 11, 2005, among Solar Capital Corp., SunGard Data Systems Inc., the Guarantors named therein and the other parties named on the signature pages thereof (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).

A-8

16. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES.

17. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to the Issuer at the following address:

680 East Swedesford Road

Wayne, Pennsylvania 19087

Fax No.: (610) 687-3725

Attention: General Counsel

A-9

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:                                                                                                                           

(Insert assignee’ legal name)

_____________________________________________________________________________________________________________________

(Insert assignee’s soc. sec. or tax I.D. no.)

_____________________________________________________________________________________________________________________

_____________________________________________________________________________________________________________________

_____________________________________________________________________________________________________________________

_____________________________________________________________________________________________________________________

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                                                                             

to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-10

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

¨  Section 4.10        ¨  Section 4.14

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$                    

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)
Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-11

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $                    . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized officer of Trustee or Note Custodian

* This schedule should be included only if the Note is issued in global form.

A-12

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

[Solar Capital Corp./Sungard Data Systems Inc.]

680 East Swedesford Road

Wayne, Pennsylvania 19087

Fax No.: (610) 687-3725

Attention: General Counsel

The Bank of New York

101 Barclay Street, Floor 8W

New York, New York 10286

Fax No.: (212) 815-3272

Attention: Corporate Trust Administration

Re: 10 ¹/4% Senior Subordinated Notes due 2015

Reference is hereby made to the Indenture, dated as of August 11, 2005 (the “Indenture”), among Solar Capital Corp., SunGard Data Systems Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                     (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                     in such Note[s] or interests (the “Transfer”), to                      (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. ¨ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.

2. ¨ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United

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States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act.

3. ¨ CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) ¨ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b) ¨ such Transfer is being effected to the Issuer or a subsidiary thereof;

or

(c) ¨ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

4. ¨ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

(a) ¨ CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) ¨ CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

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(c) ¨ CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                     

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ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) ¨ a beneficial interest in the:

    (i) ¨ 144A Global Note (CUSIP 867363 AK 9), or

    (ii) ¨ Regulation S Global Note (CUSIP U86687 AE 7), or

(b) ¨ a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

        [CHECK ONE]

(a) ¨ a beneficial interest in the:

    (i) ¨ 144A Global Note (CUSIP 867363 AK 9), or

    (ii) ¨ Regulation S Global Note (CUSIP U86687 AE 7), or

    (iii) ¨ Unrestricted Global Note (CUSIP 867363 AL 7); or

(b) ¨ a Restricted Definitive Note; or

(c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

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EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

[Solar Capital Corp./Sungard Data Systems Inc.]

680 East Swedesford Road

Wayne, Pennsylvania 19087

Fax No.: (610) 687-3725

Attention: General Counsel

The Bank of New York

101 Barclay Street, Floor 8W

New York, New York 10286

Fax No.: (212) 815-3272

Attention: Corporate Trust Administration

Re: 10 ¹/4% Senior Subordinated Notes due 2015

Reference is hereby made to the Indenture, dated as of August 11, 2005 (the “Indenture”), among Solar Capital Corp., SunGard Data Systems Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                     (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                     in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

a) ¨ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

b) ¨ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has

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been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

c) ¨ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

d) ¨ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

a) ¨ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

b) ¨ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ¨ 144A Global Note ¨ Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been

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effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are

dated                     .

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                     

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EXHIBIT D

[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

Supplemental Indenture (this “Supplemental Indenture”), dated as of             , among                      (the “Guaranteeing Subsidiary”), a subsidiary of [Solar Capital Corp./SunGard Data Systems Inc.], a Delaware Corporation (the “Issuer”), and The Bank of New York, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, each of Solar Capital Corp., SunGard Data Systems Inc. and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of August 11, 2005, providing for the issuance of an unlimited aggregate principal amount of 10 ¹/4% Senior Subordinated Notes due 2015 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:

(i) the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed

D-1

or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever.

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee.

(h) The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee.

(i) Pursuant to Section 11.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.

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(j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(k) In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l) This Guarantee shall be a general unsecured senior subordinated obligation of such Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of the Guaranteeing Subsidiary, if any.

(m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4) Merger, Consolidation or Sale of All or Substantially All Assets.

(a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(i) (A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”);

(B) the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C) immediately after such transaction, no Default exists; and

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(D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(ii) the transaction is made in compliance with Section 4.10 of the Indenture;

(b) Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer.

(5) Releases.

The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon:

(1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;

(B) the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(C) the proper designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary; or

(D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(2) the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

(6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(8) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

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(9) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(10) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

(11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 11.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in full.

(12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

(13) Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:
THE BANK OF NEW YORK, as Trustee
By:
	Name:
	Title:

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EX-4.3

Exhibit 4.3

REGISTRATION RIGHTS AGREEMENT

Dated as of August 11, 2005

Among

SOLAR CAPITAL CORP.,

SUNGARD DATA SYSTEMS INC.,

THE GUARANTORS LISTED ON SCHEDULE I HERETO

and

DEUTSCHE BANK SECURITIES INC.,

CITIGROUP GLOBAL MARKETS INC.

and

J.P. MORGAN SECURITIES INC.

9 ¹/8% Senior Notes due 2013

Senior Floating Rate Notes due 2013

TABLE OF CONTENTS

		Page
1.	Definitions	1
2.	Exchange Offer	5
3.	Shelf Registration	8
4.	Market-Making	9
5.	Additional Interest	13
6.	Registration Procedures	14
7.	Registration Expenses	21
8.	Indemnification and Contribution	22
9.	Rules 144 and 144A	26
10.	Underwritten Registrations	26
11.	Miscellaneous	26

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is dated as of August 11, 2005, among SOLAR CAPITAL CORP., a Delaware corporation (“Solar”), SUNGARD DATA SYSTEMS INC., a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto (the “Guarantors”) and DEUTSCHE BANK SECURITIES INC., CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC., as representatives (the “Representatives”) of the several initial purchasers (the “Initial Purchasers”) named on Schedule I to the Purchase Agreement (as defined below).

This Agreement is entered into in connection with the Purchase Agreement, dated as of July 27, 2005 (the “Purchase Agreement”), by and among Solar and the Initial Purchasers, which provides for, among other things, the sale by Solar to the Initial Purchasers of $1,600,000,000 aggregate principal amount of the Issuer’s (as defined below) 9 ¹/8% Senior Notes due 2013 (the “Fixed Rate Notes”), $400,000,000 aggregate principal amount of the Issuer’s Senior Floating Rate Notes due 2013 (the “Floating Rate Notes” and, together with the Fixed Rate Notes, the “Notes”) and $1,000,000,000 aggregate principal amount of the Issuer’s 10 ¹/4% Senior Subordinated Notes due 2015 (the “Senior Subordinated Notes”). The Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among Solar, the Company, the Guarantors and The Bank of New York, as trustee (the “Trustee”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Issuer’s obligations under the Notes and the Indenture. References to the “Securities” shall mean, collectively, the Notes and, when issued, the Guarantees. References to the “Issuer” refer to (x) prior to the consummation of the merger of Solar with and into the Company (the “Merger”), Solar and (y) from and after the consummation of the Merger, the Company. In order to induce the Initial Purchasers (including the Market-Maker) to enter into the Purchase Agreement, the Issuer has agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Securities. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligations under the Purchase Agreement.

The parties hereby agree as follows:

1. Definitions

As used in this Agreement, the following terms shall have the following meanings:

Additional Interest: See Section 5(a) hereof.

Advice: See the last paragraph of Section 6 hereof.

Agreement: See the introductory paragraphs hereto.

Applicable Period: See Section 2(b) hereof.

Business Day: Shall have the meaning ascribed to such term in Rule 14d-1 under the Exchange Act.

Company: See the introductory paragraphs hereto.

Effectiveness Date: With respect to any Shelf Registration Statement, the 90th day after the Filing Date with respect thereto; provided, however, that if the Effectiveness Date would otherwise fall on a day that is not a Business Day, then the Effectiveness Date shall be the next succeeding Business Day.

Effectiveness Period: See Section 3(a) hereof.

Event Date: See Section 5(b) hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

Exchange Notes: See Section 2(a) hereof.

Exchange Offer: See Section 2(a) hereof.

Exchange Offer Registration Statement: See Section 2(a) hereof.

Exchange Securities: See Section 2(a) hereof.

Existing Notes: The Company’s outstanding $250.0 million 3.75% senior notes due 2009 and $250.0 million 4.875% senior notes due 2014.

Filing Date: The 90th day after the delivery of a Shelf Notice as required pursuant to Section 2(c) hereof; provided, however, that if the Filing Date would otherwise fall on a day that is not a Business Day, then the Filing Date shall be the next succeeding Business Day.

Fixed Rate Notes: See the introductory paragraphs hereto.

Floating Rate Notes: See the introductory paragraphs hereto.

Guarantees: See the introductory paragraphs hereto.

Guarantors: See the introductory paragraphs hereto.

Holder: Any holder of a Registrable Security or Registrable Securities.

Indenture: See the introductory paragraphs hereto.

Information: See Section 6(n) hereof.

Initial Purchasers: See the introductory paragraphs hereto.

Initial Shelf Registration: See Section 3(a) hereof.

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Inspectors: See Section 6(n) hereof.

Issue Date: August 11, 2005, the date of original issuance of the Notes.

Issuer: See the introductory paragraphs hereto.

Market-Maker: See Section 4(a) hereof.

Market-Making Registration: See Section 4(a)(i) hereof.

Market-Making Registration Statement: See Section 4(a)(i) hereof.

Merger: See the introductory paragraphs hereto.

NASD: See Section 6(r) hereof.

New Guarantees: See Section 2(a) hereof.

Notes: See the introductory paragraphs hereto.

Participant: See Section 8(a) hereof.

Participating Broker-Dealer: See Section 2(b) hereof.

Person: An individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity.

Private Exchange: See Section 2(b) hereof.

Private Exchange Notes: See Section 2(b) hereof.

Prospectus: The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Purchase Agreement: See the introductory paragraphs hereof.

Records: See Section 6(n) hereof.

Registrable Securities: Each Security upon its original issuance and at all times subsequent thereto, each Exchange Security as to which Section 2(c)(iv) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note (and the related Guarantees) upon original issuance thereof and at all times subsequent thereto, until, in each case, the earliest to occur

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of (i) a Registration Statement (other than, with respect to any Exchange Securities as to which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration Statement) covering such Security, Exchange Security or Private Exchange Note (and the related Guarantees) has been declared effective by the SEC and such Security, Exchange Security or such Private Exchange Note (and the related Guarantees), as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Security has been exchanged pursuant to the Exchange Offer for an Exchange Security or Exchange Securities that may be resold without restriction under state and federal securities laws, (iii) such Security, Exchange Security or Private Exchange Note (and the related Guarantees), as the case may be, ceases to be outstanding for purposes of the Indenture or (iv) such Security, Exchange Security or Private Exchange Note (and the related Guarantees), as the case may be, may be resold without restriction pursuant to Rule 144(k) (as amended or replaced) under the Securities Act.

Registration Statement: Any registration statement of the Issuer that covers any of the Securities, the Exchange Securities or the Private Exchange Notes (and the related Guarantees) filed with the SEC under the Securities Act, including, in each case, the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

Rule 144: Rule 144 under the Securities Act.

Rule 144A: Rule 144A under the Securities Act.

Rule 405: Rule 405 under the Securities Act.

Rule 415: Rule 415 under the Securities Act.

Rule 424: Rule 424 under the Securities Act.

SEC: The U.S. Securities and Exchange Commission.

Securities: See the introductory paragraphs hereto.

Securities Act: The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

Senior Subordinated Notes: See the introductory paragraphs hereto.

Shelf Notice: See Section 2(c) hereof.

Shelf Registration: See Section 3(b) hereof.

Shelf Registration Statement: Any Registration Statement relating to a Shelf Registration.

Shelf Suspension Period: See Section 3(a) hereof.

Solar: See the introductory paragraphs hereto.

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Subsequent Shelf Registration: See Section 3(b) hereof.

TIA: The Trust Indenture Act of 1939, as amended.

Trustee: The trustee under the Indenture and the trustee under any indenture (if different) governing the Exchange Securities and Private Exchange Notes (and the related Guarantees).

Underwritten registration or underwritten offering: A registration in which securities of the Issuer is sold to an underwriter for reoffering to the public.

Except as otherwise specifically provided, all references in this Agreement to acts, laws, statutes, rules, regulations, releases, forms, no-action letters and other regulatory requirements (collectively, “Regulatory Requirements”) shall be deemed to refer also to any amendments thereto and all subsequent Regulatory Requirements adopted as a replacement thereto having substantially the same effect therewith; provided that Rule 144 shall not be deemed to amend or replace Rule 144A.

2. Exchange Offer

(a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuer shall use its reasonable best efforts to file with the SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Securities for a like aggregate principal amount of debt securities of the Issuer (the “Exchange Notes”), guaranteed, to the extent applicable, on an unsecured senior basis by the Guarantors (the “New Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), that are identical in all material respects to the Fixed Rate Notes or Floating Rate Notes, as applicable, except that (i) the Exchange Notes shall contain no restrictive legend thereon, (ii) interest thereon shall accrue from the last date on which interest was paid on such Notes or, if no such interest has been paid, from the Issue Date and (iii) which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuer shall use its reasonable best efforts to (x) prepare and file with the SEC the Exchange Offer Registration Statement with respect to the Exchange Offer; (y) keep the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th day following the Issue Date.

Each Holder (including, without limitation, each Participating Broker-Dealer) that participates in the Exchange Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuer in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Securities acquired in exchange for Registrable Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Securities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Securities from such Holder has an arrangement or understanding with any Person to participate

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in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Issuer or, if it is an affiliate of the Issuer, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 6 hereof in order to have their Securities included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 5 hereof; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange Securities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder).

Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Notes (and the related Guarantees), Exchange Securities as to which Section 2(c)(iv) is applicable and Exchange Securities held by the Market-Maker and Participating Broker-Dealers, and the Issuer shall have no further obligation to register Registrable Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.

No securities other than the Exchange Securities and the Senior Subordinated Notes (and the related guarantees) shall be included in the Exchange Offer Registration Statement.

(b) The Issuer shall include within the Prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential “underwriter” status of any broker-dealer that is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies represent the prevailing views of the staff of the SEC. Such “Plan of Distribution” section shall also expressly permit, to the extent permitted by applicable policies and regulations of the SEC, the use of the Prospectus by all Participating Broker-Dealers, and include a statement describing the means by which Participating Broker-Dealers may resell the Exchange Securities in compliance with the Securities Act.

The Issuer shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the Prospectus contained therein in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirements of the Securities Act for such period of time as is necessary to comply with applicable law in connection with any resale of the Exchange Securities; provided, however, that such period shall not be required to exceed 90 days, such longer period if extended pursuant to the last paragraph of Section 6 hereof (the “Applicable Period”).

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If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Notes acquired by them that have the status of an unsold allotment in the initial distribution, the Issuer, upon the request of the Initial Purchasers, shall simultaneously with the delivery of the Exchange Notes issue and deliver to the Initial Purchasers, in exchange (the “Private Exchange”) for such Notes held by any such Holder, a like principal amount of notes (the “Private Exchange Notes”) of the Issuer, guaranteed by the Guarantors, that are identical in all material respects to the Exchange Notes except for the placement of a restrictive legend on such Private Exchange Notes. The Private Exchange Notes shall be issued pursuant to the same indenture as the Exchange Notes and bear the same CUSIP number as the Exchange Notes if permitted by the CUSIP Service Bureau.

In connection with the Exchange Offer, the Issuer shall:

(1) mail, or cause to be mailed, to each Holder of record entitled to participate in the Exchange Offer a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(2) use their respective reasonable best efforts to keep the Exchange Offer open for not less than 20 Business Days from the date that notice of the Exchange Offer is mailed to Holders (or longer if required by applicable law);

(3) utilize the services of a depositary for the Exchange Offer with an address in the Borough of Manhattan, The City of New York or in Wilmington, Delaware;

(4) permit Holders to withdraw tendered Notes at any time prior to the close of business, New York time, on the last Business Day on which the Exchange Offer remains open; and

(5) otherwise comply in all material respects with all laws, rules and regulations applicable to the Exchange Offer.

As soon as practicable after the close of the Exchange Offer and any Private Exchange, the Issuer shall:

(1) accept for exchange all Registrable Securities validly tendered and not validly withdrawn pursuant to the Exchange Offer and any Private Exchange;

(2) deliver to the Trustee for cancellation all Registrable Securities so accepted for exchange; and

(3) cause the Trustee to authenticate and deliver promptly to each Holder of Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in principal amount to the Notes of such Holder so accepted for exchange; provided that, in the case of any Notes held in global form by a depositary, authentication and delivery to such depositary of one or more replacement Notes in global form in an equivalent principal amount thereto for the account of such Holders in accordance with the Indenture shall satisfy such authentication and delivery requirement.

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The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than that (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicable law or any applicable interpretation of the staff of the SEC; (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Issuer to proceed with the Exchange Offer or the Private Exchange, and no material adverse development shall have occurred in any existing action or proceeding with respect to the Issuer; and (iii) all governmental approvals shall have been obtained, which approvals the Issuer deem necessary for the consummation of the Exchange Offer or Private Exchange.

The Exchange Securities and the Private Exchange Notes (and related guarantees) shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the TIA or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture. The Indenture or such indenture shall provide that the Exchange Notes, the Private Exchange Notes and the Notes shall vote and consent together on all matters as one class and that none of the Exchange Notes, the Private Exchange Notes or the Notes will have the right to vote or consent as a separate class on any matter.

(c) If, (i) because of any change in law or in currently prevailing interpretations of the staff of the SEC, the Issuer is not permitted to effect the Exchange Offer, (ii) the Exchange Offer is not consummated within 360 days of the Issue Date, (iii) any holder of Private Exchange Notes so requests in writing to the Issuer at any time within 30 days after the consummation of the Exchange Offer, or (iv) in the case of any Holder that participates in the Exchange Offer, such Holder does not receive Exchange Securities on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the Issuer within the meaning of the Securities Act) and so notifies the Issuer within 30 days after such Holder first becomes aware of such restrictions, in the case of each of clauses (i) to and including (iv) of this sentence, then the Issuer shall promptly deliver to the Trustee (to deliver to the Holders) written notice thereof (the “Shelf Notice”) and shall file a Shelf Registration pursuant to Section 3 hereof.

3. Shelf Registration

If at any time a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then:

(a) Shelf Registration. The Issuer shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuer shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Registrable Securities and the Guarantees and the Senior Subordinated Notes and the related guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below).

The Issuer shall use its respective reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the

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Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years from the Issue Date (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144(k) (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Issuer determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Issuer, would be detrimental to the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

(b) Withdrawal of Stop Orders; Subsequent Shelf Registrations. If the Initial Shelf Registration or any Subsequent Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), the Issuer shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall file an additional Shelf Registration Statement pursuant to Rule 415 covering all of the Registrable Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration (each, a “Subsequent Shelf Registration”). If a Subsequent Shelf Registration is filed, the Issuer shall use its reasonable best efforts to cause the Subsequent Shelf Registration to be declared effective under the Securities Act as soon as practicable after such filing and to keep such subsequent Shelf Registration continuously effective for a period equal to the number of days in the Effectiveness Period less the aggregate number of days during which the Initial Shelf Registration or any Subsequent Shelf Registration was previously continuously effective. As used herein the term “Shelf Registration” means the Initial Shelf Registration and any Subsequent Shelf Registration.

(c) Supplements and Amendments. The Issuer shall promptly supplement and amend the Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration, if required by the Securities Act, or if reasonably requested by the Holders of a majority in aggregate principal amount of the Registrable Securities (or their counsel) covered by such Registration Statement with respect to the information included therein with respect to one or more of such Holders, or, if reasonably requested by any underwriter of such Registrable Securities, with respect to the information included therein with respect to such underwriter.

4. Market-Making

(a) For the sole benefit of Goldman, Sachs & Co. (in such capacity, the “Market-Maker”) or any of its affiliates (as defined in the rules and regulations of the SEC), so long as (x) any of the Registrable Securities or Exchange Securities are outstanding and (y) it would be necessary under applicable laws, rules and regulations, in the reasonable opinion of the Market-Maker, for the Market-Maker

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or any of its affiliates to deliver a prospectus in connection with market-making activities with respect to the Registrable Securities or Exchange Securities and the Market-Maker or such affiliate proposes to make a market in the Registrable Securities or Exchange Securities as part of its business in the ordinary course, the following provisions shall apply for the sole benefit of the Market-Maker:

(i) The Issuer shall file under the Securities Act one or more registration statements, in a form approved by the Market-Maker (each such filing, a “Market-Making Registration,” and each such registration statement, the “Market-Making Registration Statement”). The Issuer agrees to use its reasonable best efforts to cause a Market-Making Registration Statement with respect to the Exchange Securities (and, upon reasonable request by the Market-Maker, the Issuer will use commercially reasonable efforts to have such Market-Making Registration Statement also cover the Existing Notes) to be declared effective on or prior to (i) the date the Exchange Offer is completed pursuant to Section 2(a) above or (ii) the date the Initial Shelf Registration becomes or is declared effective pursuant to Section 3 above, and, in each case, to keep such Market-Making Registration Statement continuously effective for so long as the Market-Maker may be required to deliver a prospectus in connection with transactions in the Registrable Securities or the Exchange Securities, as the case may be. In the event that the Market-Maker holds Securities at the time the Exchange Offer is to be conducted under Section 2(a) above, the Issuer agrees that the applicable Market-Making Registration shall provide for the resale by the Market-Maker of such Registrable Securities or Exchange Securities and shall use its reasonable best efforts to keep the Market-Making Registration Statement continuously effective for so long as the Market-Maker may be required to deliver a prospectus in connection with the sale of such Registrable Securities or Exchange Securities. The Issuer further agrees to supplement or make amendments to each Market-Making Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuer for the applicable Market-Making Registration Statement, and the Issuer agrees to furnish to the Market-Maker copies of any such supplement or amendment prior to its being used or promptly following its filing with the SEC.

(ii) Notwithstanding the foregoing, the Issuer may suspend the offering and sale under a Market-Making Registration Statement for a period or periods the Board of Directors of the Issuer reasonably determines to be advisable for valid business reasons, but in any event not in excess of 60 consecutive days or more than three (3) times during any calendar year during which such Market-Making Registration Statement is required to be effective and usable hereunder (measured from the Effective Time of such Market-Making Registration Statement to successive anniversaries thereof) if (A) (i) the Board of Directors of the Issuer determines in good faith that such action is in the best interests of the Issuer or (ii) such Market-Making Registration Statement, prospectus or amendment or supplement thereto contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (B) the Issuer notifies the Market-Maker within five days before the effectiveness of such suspension.

(iii) The Issuer shall notify the Market-Maker (A) when any post-effective amendment to a Market-Making Registration Statement or any amendment or supplement to the related prospectus has been filed, and, with respect to any post-effective amendment, when the same has become effective; (B) of any request by the SEC for any post-effective amendment to a Market-Making Registration Statement, any supplement or amendment to the related prospectus or for

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additional information; (C) the issuance by the SEC of any stop order suspending the effectiveness of a Market-Making Registration Statement or the initiation of any proceedings for that purpose; (D) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Registrable Securities or Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose; and (E) of the happening of any event that makes any statement made in a Market-Making Registration Statement, the related prospectus or any amendment or supplement thereto untrue or that requires the making of any changes in a Market-Making Registration Statement, such prospectus or any amendment or supplement thereto, in order to make the statements therein not misleading.

(iv) If any event contemplated by Section 4(a)(iii)(B), (D) and (E) occurs during the period for which the Issuer is required to maintain an effective Market-Making Registration Statement, the Issuer shall promptly prepare and file with the SEC a post-effective amendment to the applicable Market-Making Registration Statement or a supplement to the related prospectus or file any other required document so that the prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(v) In the event of the issuance of any stop order suspending the effectiveness of a Market-Making Registration Statement or of any order suspending the qualification of the Registrable Securities or Exchange Securities for sale in any jurisdiction, the Issuer shall use promptly its reasonable best efforts to obtain its withdrawal.

(vi) The Issuer shall furnish to the Market-Maker, in each case without charge to the Market-Maker, at least one conformed copy of each Market-Making Registration Statement and any post-effective amendment thereto and electronic copies of the related prospectus and any amendment or supplement thereto.

(vii) The Issuer shall consent to the use of the prospectus contained in a Market-Making Registration Statement or any amendment or supplement thereto by the Market-Maker in connection with its market-making activities.

(viii) Notwithstanding the foregoing provisions of this Section 4, the Issuer may for valid business reasons, including without limitation, a potential acquisition, divestiture of assets or other material corporate transaction, issue a notice that a Market-Making Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Registrable Securities or Exchange Securities (or Existing Notes, if applicable) and may issue any notice suspending use of such Market-Making Registration Statement required under applicable securities laws to be issued for so long as valid business reasons exist and the Issuer shall not be obligated to amend or supplement such Market-Making Registration Statement or the prospectus included therein until it reasonably deems appropriate. The Market-Maker agrees that upon receipt of any notice from the Issuer pursuant to this Section 4(a)(viii), it will discontinue use of each Market-Making Registration Statement until receipt of copies of the supplemented or amended prospectus relating thereto until advised in writing by the Issuer that the use of a Market-Making Registration Statement may be resumed.

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(b) In connection with a Market-Making Registration, the Issuer shall (i) make reasonably available for inspection by a representative of, and counsel acting for, the Market-Maker all relevant financial and other records, pertinent corporate documents and properties of the Issuer and its subsidiaries and (ii) use its reasonable best efforts to have its officers, directors, employees, accountants and counsel supply all relevant information reasonably requested by such representative or counsel or the Market-Maker.

(c) Prior to the effective date of a Market-Making Registration Statement, the Issuer will use its reasonable best efforts to register or qualify such Registrable or Exchange Securities (or Existing Notes, if applicable), as applicable, for offer and sale under the securities or blue sky laws of such jurisdictions as the Market-Maker reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Registrable Securities or Exchange Securities (or Existing Notes, if applicable) covered by such Market-Making Registration Statement; provided that neither the Issuer nor any Guarantor will be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject.

(d) The Issuer represents that each Market-Making Registration Statement, any post-effective amendments thereto, any amendments or supplements to the related prospectus and any documents filed by them under the Exchange Act will, when they become effective or are filed with the SEC, as the case may be, conform in all respects to the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder and will not, as of the effective date of such Market-Making Registration Statement or post-effective amendments and as of the filing date of amendments or supplements to such prospectus or filings under the Exchange Act, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading; provided that no representation or warranty is made as to information contained in or omitted from a Market-Making Registration Statement or the related prospectus in reliance upon and in conformity with written information furnished to the Issuer by the Market-Maker specifically for inclusion therein, which information the parties hereto agree will be limited to the statements concerning the Market-Making activities of the Market-Maker to be set forth on the cover page and in the “Plan of Distribution” section of the prospectus.

(e) At the time of effectiveness of a Market-Making Registration Statement (unless it is the same as the time of effectiveness of the Exchange Offer Registration Statement) and concurrently with each time such Market-Making Registration Statement or the related prospectus shall be amended or such prospectus shall be supplemented, the Issuer shall (if requested in writing by the Market-Maker) furnish the Market-Maker and its counsel with a certificate of an appropriate officer to the effect that:

(i) such Market-Making Registration Statement has been declared effective;

(ii) in the case of an amendment or supplement, such amendment has become effective under the Securities Act as of the date and time specified in such certificate, if applicable; if required, such amendment or supplement to the prospectus was filed with the SEC pursuant to the subparagraph of Rule 424(b) under the Securities Act specified in such certificate on the date specified therein; and

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(iii) as of the date of such Market-Making Registration Statement, amendment or supplement, as applicable, such Market-Making Registration Statement and the prospectus, as amended or supplemented, if applicable, did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(f) The Issuer, on the one hand, and the Market-Maker, on the other hand, hereby agree to indemnify each other, and, if applicable, contribute to the other, in accordance with Section 8 of this Agreement.

(g) The Issuer will comply with the provisions of this Section 4 at its own expense.

(h) The agreements contained in this Section 4 and the representations, warranties and agreements contained in this Agreement shall survive all offers and sales of the Existing Notes, Registrable Securities or Exchange Securities and shall remain in full force and effect, regardless of any termination or cancellation of agreements outside this Section 4 of this Agreement or any investigation made by or on behalf of any indemnified party.

(i) For purposes of this Section 4, any reference to the terms “amend,” “amendment” or “supplement” with respect to a Market-Making Registration Statement or the prospectus contained therein shall be deemed to refer to and include the filing under the Exchange Act of any document deemed to be incorporated therein by reference.

5. Additional Interest

(a) The Issuer and the Initial Purchasers agree that the Holders will suffer damages if the Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Issuer has neither (i) exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer nor (ii) had a Shelf Registration Statement declared effective, in either case on or prior to the 360th day after the Issue Date, (B) notwithstanding clause (A), the Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day after the date such Shelf Registration Statement filing was requested or required or (C), if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuer) commencing on the (x) 361st day after the Issue Date, in the case of (A) above, (y) the 361st day after the date such Shelf Registration Statement filing was requested or required in the case of (B) above or (z) the day such Shelf Registration ceases to be effective in the case of (C) above; provided, however, that upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (A) of this Section 5), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 5), or upon the effectiveness of the applicable Shelf

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Registration Statement which had ceased to remain effective (in the case of (C) of this Section 5), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 5, the Issuer shall not be obligated to pay Additional Interest provided in Sections 5(a)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.

(b) The Issuer shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a) of this Section 5 will be payable in cash semiannually on each February 15 and August 15 (to the holders of record on the February 1 and August 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by the Issuer by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

6. Registration Procedures

In connection with the filing of any Registration Statement pursuant to Section 2 or 3 hereof, the Issuer shall effect such registrations to permit the sale of the securities covered thereby in accordance with the intended method or methods of disposition thereof, and pursuant thereto and in connection with any Registration Statement filed by the Issuer hereunder the Issuer shall:

(a) Prepare and file with the SEC (prior to the applicable Filing Date in the case of a Shelf Registration), a Registration Statement or Registration Statements as prescribed by Section 2 or 3 hereof, and use its reasonable best efforts to cause each such Registration Statement to become effective and remain effective as provided herein; provided, however, that if (1) such filing is pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period relating thereto from whom the Issuer has received prior written notice that it will be a Participating Broker-Dealer in the Exchange Offer, before filing any Registration Statement or Prospectus or any amendments or supplements thereto, the Issuer shall furnish to and afford counsel for the Holders of the Registrable Securities covered by such Registration Statement (with respect to a Registration Statement filed pursuant to Section 3 hereof) or counsel for such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, and counsel to the managing underwriters, if any, a reasonable opportunity to review copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (in each case at least three business days prior to such filing). The Issuer shall not file any Registration Statement or Prospectus or any amendments or supplements thereto if the Holders of a majority in aggregate principal amount of the Registrable Securities covered by such Registration Statement, their counsel, or the managing underwriters, if any, shall reasonably object.

(b) Prepare and file with the SEC such amendments and post-effective amendments to each Shelf Registration Statement or Exchange Offer Registration Statement, as the case may be, as

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may be necessary to keep such Registration Statement continuously effective for the Effectiveness Period, the Applicable Period or until consummation of the Exchange Offer, as the case may be; cause the related Prospectus to be supplemented by any Prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424; and comply with the provisions of the Securities Act and the Exchange Act applicable to it with respect to the disposition of all securities covered by such Registration Statement as so amended or in such Prospectus as so supplemented and with respect to the subsequent resale of any securities being sold by an Participating Broker-Dealer covered by any such Prospectus in all material respects. The Issuer shall be deemed not to have used its reasonable best efforts to keep a Registration Statement effective if it voluntarily takes any action that is reasonably expected to result in selling Holders of the Registrable Securities covered thereby or Participating Broker-Dealers seeking to sell Exchange Securities not being able to sell such Registrable Securities or such Exchange Securities during that period unless such action is required by applicable law or permitted by this Agreement.

(c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period relating thereto from whom the Issuer has received written notice that it will be a Participating Broker-Dealer in the Exchange Offer, notify the selling Holders of Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, their counsel and the managing underwriters, if any, promptly (but in any event within three Business Days), and confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective under the Securities Act (including in such notice a written statement that any Holder may, upon request, obtain, at the sole expense of the Issuer, one conformed copy of such Registration Statement or post-effective amendment including financial statements and schedules, documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the initiation of any proceedings for that purpose, (iii) if at any time when a prospectus is required by the Securities Act to be delivered in connection with sales of the Registrable Securities or resales of Exchange Securities by Participating Broker-Dealers the representations and warranties of the Issuer contained in any agreement (including any underwriting agreement) contemplated by Section 6(m) hereof cease to be true and correct, (iv) of the receipt by the Issuer of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Securities or the Exchange Securities to be sold by any Participating Broker-Dealer for offer or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, (v) of the happening of any event, the existence of any condition or any information becoming known that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in or amendments or supplements to such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the

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circumstances under which they were made, not misleading, and (vi) of the Issuer’s determination that a post-effective amendment to a Registration Statement would be appropriate.

(d) Use its reasonable best efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of a Prospectus or suspending the qualification (or exemption from qualification) of any of the Registrable Securities or the Exchange Securities to be sold by any Participating Broker-Dealer, for sale in any jurisdiction.

(e) If a Shelf Registration is filed pursuant to Section 3 and if requested during the Effectiveness Period by the managing underwriter or underwriters (if any) or the Holders of a majority in aggregate principal amount of the Registrable Securities being sold in connection with an underwritten offering, (i) as promptly as practicable incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters (if any), such Holders or counsel for either of them reasonably request to be included therein, (ii) make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Issuer has received notification of the matters to be incorporated in such prospectus supplement or post-effective amendment, and (iii) supplement or make amendments to such Registration Statement.

(f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, furnish to each selling Holder of Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3 hereof) and to each such Participating Broker-Dealer who so requests (with respect to any such Registration Statement) and to their respective counsel and each managing underwriter, if any, at the sole expense of the Issuer, one conformed copy of the Registration Statement or Registration Statements and each post-effective amendment thereto, including financial statements and schedules, and, if requested, all documents incorporated or deemed to be incorporated therein by reference and all exhibits.

(g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, deliver to each selling Holder of Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, their respective counsel, and the underwriters, if any, at the sole expense of the Issuer, as many copies of the Prospectus or Prospectuses (including each form of preliminary prospectus) and each amendment or supplement thereto and any documents incorporated by reference therein as such Persons may reasonably request; and, subject to the last paragraph of this Section 6, the Issuer hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Securities or each such Participating Broker-Dealer, as the case may be, and the underwriters or agents, if any, and dealers, if any, in connection with the offering and sale of the Registrable Securities covered by, or the sale by Participating Broker-Dealers of the Exchange Securities pursuant to, such Prospectus and any amendment or supplement thereto.

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(h) Prior to any public offering of Registrable Securities or any delivery of a Prospectus contained in the Exchange Offer Registration Statement by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, use its reasonable best efforts to register or qualify, and to cooperate with the selling Holders of Registrable Securities or each such Participating Broker-Dealer, as the case may be, the managing underwriter or underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any selling Holder, Participating Broker-Dealer, or the managing underwriter or underwriters reasonably request in writing; provided, however, that where Exchange Securities held by Participating Broker-Dealers or Registrable Securities are offered other than through an underwritten offering, the Issuer agrees to cause its counsel to perform Blue Sky investigations and file registrations and qualifications required to be filed pursuant to this Section 6(h), keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Exchange Securities held by Participating Broker-Dealers or the Registrable Securities covered by the applicable Registration Statement; provided, however, that the Issuer shall not be required to (A) qualify generally to do business in any jurisdiction where it is not then so qualified, (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or (C) subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject.

(i) If a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with the selling Holders of Registrable Securities and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository Trust Company; and enable such Registrable Securities to be in such denominations (subject to applicable requirements contained in the Indenture) and registered in such names as the managing underwriter or underwriters, if any, or Holders may request.

(j) Use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other U.S. governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities, except as may be required solely as a consequence of the nature of such selling Holder’s business, in which case the Issuer will cooperate in all respects with the filing of such Registration Statement and the granting of such approvals.

(k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, upon the occurrence of any event contemplated by paragraph 6(c)(v) or 6(c)(vi) hereof, as promptly as practicable prepare and (subject to Section 6(a) hereof) file with the SEC, at the sole expense of the Issuer, a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder (with respect to a Registration Statement filed pursuant to Section 3 hereof) or to the purchasers of the Exchange Securities to whom such Prospectus will be delivered

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by a Participating Broker-Dealer (with respect to any such Registration Statement), any such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(l) Prior to the effective date of the first Registration Statement relating to the Registrable Securities, (i) provide the Trustee with certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number for the Registrable Securities.

(m) In connection with any underwritten offering of Registrable Securities pursuant to a Shelf Registration, enter into an underwriting agreement as is customary in underwritten offerings of debt securities similar to the Securities (including, without limitation, a customary condition to the obligations of the underwriters that the underwriters shall have received “cold comfort” letters and updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters from the independent certified public accountants of the Issuer (and, if necessary, any other independent certified public accountants of the Issuer, or of any business acquired by the Issuer, for which financial statements and financial data are, or are required to be, included or incorporated by reference in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings of debt securities similar to the Securities), and take all such other actions as are reasonably requested by the managing underwriter or underwriters in order to expedite or facilitate the registration or the disposition of such Registrable Securities and, in such connection, (i) make such representations and warranties to, and covenants with, the underwriters with respect to the business of the Issuer (including any acquired business, properties or entity, if applicable), and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by Issuer to underwriters in underwritten offerings of debt securities similar to the Securities, and confirm the same in writing if and when requested; (ii) obtain the written opinions of counsel to the Issuer, and written updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters, addressed to the underwriters covering the matters customarily covered in opinions reasonably requested in underwritten offerings; and (iii) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to the sellers and underwriters, if any, than those set forth in Section 8 hereof (or such other provisions and procedures reasonably acceptable to Holders of a majority in aggregate principal amount of Registrable Securities covered by such Registration Statement and the managing underwriter or underwriters or agents, if any). The above shall be done at each closing under such underwriting agreement, or as and to the extent required thereunder.

(n) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, make available for inspection by any Initial Purchaser, any selling Holder of such Registrable Securities being sold (with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer, as the case may be, any underwriter participating in any such disposition of Registrable Securities, if any, and any attorney, accountant or other agent retained by any such selling Holder or each such Participating Broker-Dealer (with respect to

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any such Registration Statement), as the case may be, or underwriter (any such Initial Purchasers, Holders, Participating Broker-Dealers, underwriters, attorneys, accountants or agents, collectively, the “Inspectors”), upon written request, at the offices where normally kept, during reasonable business hours, all pertinent financial and other records, pertinent corporate documents and instruments of the Issuer and subsidiaries of the Issuer (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of the Issuer and any of its subsidiaries to supply all information (“Information”) reasonably requested by any such Inspector in connection with such due diligence responsibilities. Each Inspector shall agree in writing that it will keep the Records and Information confidential, to use the Information only for due diligence purposes, to abstain from using the Information as the basis for any market transactions in Securities of the Issuer and that it will not disclose any of the Records or Information that the Issuer determines, in good faith, to be confidential and notifies the Inspectors in writing are confidential unless (i) the disclosure of such Records or Information is necessary to avoid or correct a misstatement or omission in such Registration Statement or Prospectus, (ii) the release of such Records or Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii) disclosure of such Records or Information is necessary or advisable, in the opinion of counsel for any Inspector, in connection with any action, claim, suit or proceeding, directly or indirectly, involving or potentially involving such Inspector and arising out of, based upon, relating to, or involving this Agreement or the Purchase Agreement, or any transactions contemplated hereby or thereby or arising hereunder or thereunder, or (iv) the information in such Records or Information has been made generally available to the public other than by an Inspector or an “affiliate” (as defined in Rule 405) thereof; provided, however, that prior notice shall be provided as soon as practicable to the Issuer of the potential disclosure of any information by such Inspector pursuant to clauses (i) or (ii) of this sentence to permit the Issuer to obtain a protective order (or waive the provisions of this paragraph (o)) and that such Inspector shall take such actions as are reasonably necessary to protect the confidentiality of such information (if practicable) to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of the Holder or any Inspector.

(o) Provide an indenture trustee for the Registrable Securities or the Exchange Securities, as the case may be, and cause the Indenture or the trust indenture provided for in Section 2(a) hereof, as the case may be, to be qualified under the TIA not later than the effective date of the first Registration Statement relating to the Registrable Securities; and in connection therewith, cooperate with the trustee under any such indenture and the Holders of the Registrable Securities, to effect such changes (if any) to such indenture as may be required for such indenture to be so qualified in accordance with the terms of the TIA; and execute, and use its commercially reasonable best efforts to cause such trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable such indenture to be so qualified in a timely manner.

(p) Comply in all material respects with all applicable rules and regulations of the SEC and make generally available to its securityholders with regard to any applicable Registration Statement, a consolidated earning statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any fiscal quarter (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Issuer, after the effective

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date of a Registration Statement, which statements shall cover said 12-month periods; provided that this requirement shall be deemed satisfied by the Issuer complying with Section 4.02 of the Indenture.

(q) Upon consummation of the Exchange Offer or a Private Exchange, obtain an opinion of counsel to the Issuer, in a form customary for underwritten transactions, addressed to the Trustee for the benefit of all Holders of Registrable Securities participating in the Exchange Offer or the Private Exchange, as the case may be, that the Exchange Securities or Private Exchange Notes (and the related Guarantees), as the case may be, the related guarantee and the related indenture constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their respective terms, subject to customary exceptions and qualifications. If the Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Registrable Securities by Holders to the Issuer (or to such other Person as directed by the Issuer), in exchange for the Exchange Securities or the Private Exchange Notes (and the related Guarantees), as the case may be, the Issuer shall mark, or cause to be marked, on such Registrable Securities that such Registrable Securities are being cancelled in exchange for the Exchange Securities or the Private Exchange Notes (and the related Guarantees), as the case may be; in no event shall such Registrable Securities be marked as paid or otherwise satisfied.

(r) Use reasonable efforts to cooperate with each seller of Registrable Securities covered by any Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (the “NASD”).

(s) Use its respective reasonable best efforts to take all other steps reasonably necessary to effect the registration of the Exchange Securities and/or Registrable Securities covered by a Registration Statement contemplated hereby.

The Issuer may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Issuer such information regarding such seller and the distribution of such Registrable Securities as the Issuer may, from time to time, reasonably request. The Issuer may exclude from such registration the Registrable Securities of any seller so long as such seller fails to furnish such information within a reasonable time after receiving such request. Each seller as to which any Shelf Registration is being effected agrees to furnish promptly to the Issuer all information required to be disclosed in order to make the information previously furnished to the Issuer by such seller not materially misleading.

If any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Issuer, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Issuer, or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.

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Each Holder of Registrable Securities and each Participating Broker-Dealer agrees by its acquisition of such Registrable Securities or Exchange Securities to be sold by such Participating Broker-Dealer, as the case may be, that, upon actual receipt of any notice from the Issuer of the happening of any event of the kind described in Section 6(c)(ii), 6(c)(iv), 6(c)(v), or 6(c)(vi) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus or Exchange Securities to be sold by such Holder or Participating Broker-Dealer, as the case may be, until such Holder’s or Participating Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(k) hereof, or until it is advised in writing (the “Advice”) by the Issuer that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto. In the event that the Issuer shall give any such notice, each of the Applicable Period and the Effectiveness Period shall be extended by the number of days during such periods from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement or Exchange Securities to be sold by such Participating Broker-Dealer, as the case may be, shall have received (x) the copies of the supplemented or amended Prospectus contemplated by Section 6(k) hereof or (y) the Advice.

7. Registration Expenses

All fees and expenses incident to the performance of or compliance with this Agreement by the Issuer of its obligations under Sections 2, 3, 4, 6 and 9 shall be borne by the Issuer, whether or not the Exchange Offer Registration Statement or any Shelf Registration Statement is filed or becomes effective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 6(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) fees and expenses of the Trustee, any exchange agent and their counsel, (iv) fees and disbursements of counsel for the Issuer and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (which counsel shall be reasonably satisfactory to the Issuer) exclusive of any counsel retained pursuant to Section 8 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 6(m) hereof (including, without limitation, the expenses of any “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Issuer desires such insurance, (viii) fees and expenses of all other Persons retained by the Issuer, (ix) internal expenses of the Issuer (including, without limitation, all salaries and expenses of officers and employees of the Issuer

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performing legal or accounting duties), (x) the expense of any annual audit, (xi) any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable and (xii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, indentures and any other documents necessary in order to comply with this Agreement.

8. Indemnification and Contribution.

(a) The Issuer and the Guarantors jointly and severally agree, to indemnify and hold harmless each Holder of Registrable Securities, the Market-Maker and each Participating Broker-Dealer selling Exchange Securities during the Applicable Period, and each Person, if any, who controls such Person or its affiliates within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Participant”) against any losses, claims, damages or liabilities, joint or several, to which any Participant may become subject under the Securities Act, the Exchange Act or otherwise, insofar as any such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:

(i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement (or any amendment thereto), Market-Making Registration Statement (or any amendment thereto) or Prospectus (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) or any preliminary prospectus; or

(ii) the omission or alleged omission to state, in any Registration Statement (or any amendment thereto), Market-Making Registration Statement (or any amendment thereto) or Prospectus (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) or any preliminary prospectus or any other document or any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading,

except, in each case, insofar as such losses, claims, damages or liabilities are arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser, the Market-Maker or any Holder furnished to the Issuer in writing through the Initial Purchasers, the Market-Maker or any selling Holder expressly for use therein;

and agree (subject to the limitations set forth in the proviso to this sentence) to reimburse, as incurred, the Participant for any reasonable legal or other expenses incurred by the Participant in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, neither the Issuer nor the Guarantors will be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any Registration Statement (or any amendment thereto), Market-Making Registration Statement (or any amendment thereto) or Prospectus (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) or any preliminary prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information relating to any Participant furnished to the Issuer by such Participant specifically for use therein. The indemnity provided for in this Section 8 will be in addition to any liability that the Issuer may otherwise have to the indemnified parties. The Issuer and the

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Guarantors shall not be liable under this Section 8 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Issuer and the Guarantors, which consent shall not be unreasonably withheld.

(b) Each Participant, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Guarantors, their respective directors (or equivalent), their respective officers who sign any Registration Statement and each person, if any, who controls the Issuer within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities to which the Issuer, the Guarantors or any such director, officer or controlling person may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, Market-Making Registration Statement or Prospectus, any amendment or supplement thereto, or any preliminary prospectus, or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Participant, furnished to the Issuer by or on behalf of such Participant, specifically for use therein; and subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses incurred by the Issuer, the Guarantors or any such director, officer or controlling person in connection with investigating or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action in respect thereof. The indemnity provided for in this Section 8 will be in addition to any liability that the Participants may otherwise have to the indemnified parties. The Participants shall not be liable under this Section 8 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Participants, which consent shall not be unreasonably withheld. The Issuer and the Guarantors shall not, without the prior written consent of such Participant, effect any settlement or compromise of any pending or threatened proceeding in respect of which such Participant is or could have been a party, or indemnity could have been sought hereunder by such Participant, unless such settlement (A) includes an unconditional written release of such Participant, in form and substance reasonably satisfactory to such Participant, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of such Participant.

(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party of the commencement thereof in writing; but the omission to so notify the indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party

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other than the indemnification obligation provided in paragraphs (a) and (b) above. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest (based on the advice of counsel to the indemnified person); (ii) such action includes both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded (based on the advice of counsel to the indemnified person) that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. It is understood and agreed that the indemnifying person shall not, in connection with any proceeding or separate but related or substantially similar proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) representing the indemnified parties under paragraph (a) or paragraph (b) of this Section 8, as the case may be, who are parties to such action or actions. Any such separate firm for any Participants shall be designated in writing by Participants who sold a majority in interest of the Registrable Securities and Exchange Securities sold by all such Participants in the case of paragraph (a) of this Section 8 or the Issuer in the case of paragraph (b) of this Section 8. In the event that any Participants are indemnified persons collectively entitled, in connection with a proceeding or separate but related or substantially similar proceedings in a single jurisdiction, to the payment of fees and expenses of a single separate firm under this Section 8(c), and any such Participants cannot agree to a mutually acceptable separate firm to act as counsel thereto, then such separate firm for all such Indemnified Persons shall be designated in writing by Participants who sold a majority in interest of the Registrable Securities and Exchange Securities sold by all such Participants. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include any statement as to, or any admission of, fault, culpability or failure to act by or on behalf of any indemnified party. All fees and expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they are incurred.

(d) After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such

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indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed separate counsel in accordance with the third sentence of paragraph (c) of this Section 8 or (ii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party. After such notice from the indemnifying party to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of such action effected by such indemnified party without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld), unless such indemnified party waived in writing its rights under this Section 8, in which case the indemnified party may effect such a settlement without such consent.

(e) In circumstances in which the indemnity agreement provided for in the preceding paragraphs of this Section 8 is unavailable to, or insufficient to hold harmless, an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) (other than by virtue of the failure of an indemnified party to notify the indemnifying party of its right to indemnification pursuant to paragraph (a) or (b) of this Section 8, where such failure materially prejudices the indemnifying party (through the forfeiture of substantial rights or defenses)), each indemnifying party, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the offering of the Securities or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof). The relative benefits received by the Issuer and the Guarantors on the one hand and such Participant on the other shall be deemed to be in the same proportion that the total net proceeds from the offering (before deducting expenses) of the Securities received by the Issuer bear to the total discounts and commissions received by such Participant in connection with the sale of the Securities (or if such Participant did not receive discounts or commissions, the value or receiving the Securities). The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer on the one hand, or the Participants on the other, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or alleged statement or omission, and any other equitable considerations appropriate in the circumstances. The parties agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the first sentence of this paragraph (e). Notwithstanding any other provision of this paragraph (e), no Participant shall be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation or net proceeds on the sale of Securities received by such Participant in connection with the sale of the Securities, less the aggregate amount of any damages that such Participant has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact, and no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls a Participant within the meaning of Section 15 of the Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Participants, and each director of the Issuer

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and the Guarantors, each officer of the Issuer and the Guarantors and each person, if any, who controls the Issuer and the Guarantors within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Issuer.

9. Rules 144 and 144A

The Issuer covenants and agrees that it will use reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuer is not required to file such reports, the Issuer will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuer further covenants and agrees, for so long as any Registrable Securities remain outstanding that it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) under the Securities Act and Rule 144A unless the Issuer is then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

10. Underwritten Registrations

The Issuer shall not be required to assist in an underwritten offering unless requested by the Holders of a majority in aggregate principal amount of the Registrable Securities. If any of the Registrable Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the Issuer.

No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

11. Miscellaneous

(a) No Inconsistent Agreements. The Issuer has not as of the date hereof, and the Issuer shall not, after the date of this Agreement, enter into any agreement with respect to any of its securities that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Issuer other issued and outstanding securities under any such agreements. The Issuer will not enter into any agreement (other than the Registration Rights Agreement dated as of the date hereof in respect of the Senior Subordinated Notes) with respect to any of its securities which will grant to any Person piggy-back registration rights with respect to any Registration Statement.

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(b) Adjustments Affecting Registrable Securities. The Issuer shall not, directly or indirectly, take any action with respect to the Registrable Securities as a class that would adversely affect the ability of the Holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement.

(c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than with the prior written consent of (I) the Issuer, and (II) (A) the Holders of not less than a majority in aggregate principal amount of the then outstanding Registrable Securities and (B) in circumstances that would adversely affect the Participating Broker-Dealers, the Participating Broker-Dealers holding not less than a majority in aggregate principal amount of the Exchange Notes held by all Participating Broker-Dealers (and, with respect to the provisions of Section 4 hereof, the written consent of the Market-Maker); provided, however, that Section 8 and this Section 11(c) may not be amended, modified or supplemented without the prior written consent of each Holder and each Participating Broker-Dealer (including any person who was a Holder or Participating Broker-Dealer of Registrable Securities or Exchange Securities, as the case may be, disposed of pursuant to any Registration Statement) affected by any such amendment, modification or supplement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Securities may be given by Holders of at least a majority in aggregate principal amount of the Registrable Securities being sold pursuant to such Registration Statement.

(d) Notices. All notices and other communications (including, without limitation, any notices or other communications to the Trustee) provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, next-day air courier or facsimile:

(i) if to a Holder of the Registrable Securities, any Participating Broker-Dealer or the Market-Maker, at the most current address of such Holder, Participating Broker-Dealer or the Market-Maker, as the case may be, set forth on the records of the registrar under the Indenture, with a copy in like manner to the Initial Purchasers as follows:

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Facsimile No.: (646) 324-7554

Attention: Corporate Finance Department

with a copy to:

Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005

Facsimile No.: (212) 269-5420

Attention: John A. Tripodoro, Esq.

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(ii) if to the Initial Purchasers, at the address specified in Section 11(d)(i);

(iii) if to the Issuer, at the address as follows:

SunGard Data Systems Inc.

Solar Capital Corp.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Facsimile No.: (610) 687-3725

Attention: General Counsel

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Ave.

New York, New York 10017

Facsimile No.: (212) 455-2502

Attention: Edward P. Tolley, III, Esq.

All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier; and upon written confirmation, if sent by facsimile.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address and in the manner specified in such Indenture.

(e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, the Holders and the Participating Broker-Dealers; provided, however, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture.

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK. EACH OF THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY

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IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(i) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(j) Notes Held by the Issuer or Its Affiliates. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Issuer or its affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(k) Third-Party Beneficiaries. Holders of Registrable Securities and Participating Broker-Dealers are intended third-party beneficiaries of this Agreement, and this Agreement may be enforced by such Persons.

(l) Entire Agreement. This Agreement, together with the Purchase Agreement and the Indenture, is intended by the parties as a final and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein and any and all prior oral or written agreements, representations, or warranties, contracts, understandings, correspondence, conversations and memoranda between the Holders on the one hand and the Issuer on the other, or between or among any agents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successors in interest with respect to the subject matter hereof and thereof are merged herein and replaced hereby.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

SOLAR CAPITAL CORP.
By:	/s/    MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	Executive Vice President and Chief Financial Officer
SUNGARD DATA SYSTEMS INC.
By:	/s/     MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	Senior Vice President—Finance and Chief Financial Officer

Signature Page to Registration Rights Agreement

ASC SOFTWARE INC.
AUTOMATED SECURITIES CLEARANCE, LTD.
BANCWARE, INC.
DERIVATECH RISK SOLUTIONS INC.
ELINK PROCESSING LLC
EXETER EDUCATIONAL MANAGEMENT SYSTEMS, INC.
FDP CORP.
FINANCIAL DATA PLANNING CORP.
HTE - UCS, INC.
INFLOW LLC
MICROHEDGE INC.
PLAID BROTHERS SOFTWARE, INC.
PRESCIENT MARKETS INC.
PROTEGENT, INC.
SUNGARD ADVISOR TECHNOLOGIES INC.
SUNGARD ASIA PACIFIC INC.
SUNGARD ASSET MANAGEMENT SYSTEMS INC.
SUNGARD AVAILABILITY INC.
SUNGARD AVAILABILITY SERVICES LP
by its general partner Sungard Technology Services Inc.
SUNGARD BI-TECH INC.
SUNGARD BSR INC.
SUNGARD BUSINESS SYSTEMS INC.
SUNGARD COLLEGIS INC.
SUNGARD COMPUTER SERVICES LLC
SUNGARD CORBEL INC.
SUNGARD ENERGY SYSTEMS INC.
SUNGARD ENFORM CONSULTING INC.
SUNGARD EPROCESS INTELLIGENCE INC.
By:	/s/    MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	Assistant Vice President

Signature Page to Registration Rights Agreement

SUNGARD EXPERT SOLUTIONS INC.
SUNGARD FINANCIAL SYSTEMS INC.
SUNGARD HTE INC.
SUNGARD INSURANCE SYSTEMS INC.
SUNGARD INVESTMENT PRODUCTS INC.
SUNGARD INVESTMENT SYSTEMS INC.
SUNGARD KIODEX INC.
SUNGARD MARKET DATA SERVICES INC.
SUNGARD NETWORK SOLUTIONS INC.
SUNGARD PENTAMATION INC.
SUNGARD REFERENCE DATA SOLUTIONS INC.
SUNGARD SCT INC.
SUNGARD SECURITIES FINANCE INC.
SUNGARD SECURITIES FINANCE INTERNATIONAL INC.
SUNGARD SHAREHOLDER SYSTEMS INC.
SUNGARD SYSTEMS INTERNATIONAL INC.
SUNGARD TECHNOLOGY SERVICES INC.
SUNGARD TRADING SYSTEMS VAR LLC
SUNGARD TREASURY SYSTEMS INC.
SUNGARD TRUST SYSTEMS INC.
SUNGARD WEALTH MANAGEMENT SERVICES, LLC
SUNGARD WORKFLOW SOLUTIONS INC.
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
TRUST TAX SERVICES OF AMERICA, INC.
WALL STREET CONCEPTS INC.
WORLD SYSTEMS INC.
By:	/s/    MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	Assistant Vice President

Signature Page to Registration Rights Agreement

ASSENT SOFTWARE LLC
DATA TECHNOLOGY SERVICES INC.
FINANCIAL TECHNOLOGY SYSTEMS INC.
MBM INC.
ONLINE SECURITIES PROCESSING INC.
PORTFOLIO VENTURES INC.
SIS EUROPE HOLDINGS INC.
SRS DEVELOPMENT INC.
SUNGARD AVAILABILITY SERVICES LTD.
SUNGARD CANADA HOLDINGS INC.
SUNGARD DEVELOPMENT CORPORATION
SUNGARD DIS INC.
SUNGARD INVESTMENT VENTURES LLC
SUNGARD SAS HOLDINGS INC.
SUNGARD SOFTWARE, INC.
By:	/s/    MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	President

Signature Page to Registration Rights Agreement

The foregoing Agreement is hereby confirmed and accepted as of the date first above written.

DEUTSCHE BANK SECURITIES INC.

CITIGROUP GLOBAL MARKETS INC.

J.P. MORGAN SECURITIES INC.

By: Deutsche Bank Securities Inc.
By:	/s/    DAN TOSCANO
Name:	Dan Toscano
Title:	Managing Director
By:	/s/    ALICE MURPHY
Name:	Alice Murphy
Title:	Director

For itself, the other Representatives and the other several Initial Purchasers.

Signature Page to Registration Rights Agreement

SCHEDULE I

THE GUARANTORS

ASC SOFTWARE INC.	SUNGARD DEVELOPMENT CORPORATION
ASSENT SOFTWARE LLC	SUNGARD DIS INC.
AUTOMATED SECURITIES CLEARANCE, LTD.	SUNGARD ENERGY SYSTEMS INC. SUNGARD ENFORM CONSULTING INC.
BANCWARE, INC.	SUNGARD EPROCESS INTELLIGENCE INC.
DATA TECHNOLOGY SERVICES INC.	SUNGARD EXPERT SOLUTIONS INC.
DERIVATECH RISK SOLUTIONS INC.	SUNGARD FINANCIAL SYSTEMS INC.
ELINK PROCESSING LLC	SUNGARD HTE INC.
EXETER EDUCATIONAL MANAGEMENT SYSTEMS, INC.	SUNGARD INSURANCE SYSTEMS INC. SUNGARD INVESTMENT PRODUCTS INC.
FDP CORP.	SUNGARD INVESTMENT SYSTEMS INC.
FINANCIAL DATA PLANNING CORP.	SUNGARD INVESTMENT VENTURES LLC
FINANCIAL TECHNOLOGY SYSTEMS INC.	SUNGARD KIODEX INC.
HTE - UCS, INC.	SUNGARD MARKET DATA SERVICES INC.
INFLOW LLC	SUNGARD NETWORK SOLUTIONS INC.
MBM INC.	SUNGARD PENTAMATION INC.
MICROHEDGE INC. ONLINE SECURITIES PROCESSING INC.	SUNGARD REFERENCE DATA SOLUTIONS INC.
PLAID BROTHERS SOFTWARE, INC.	SUNGARD SAS HOLDINGS INC.
PORTFOLIO VENTURES INC.	SUNGARD SCT INC.
PRESCIENT MARKETS INC.	SUNGARD SECURITIES FINANCE INC.
PROTEGENT, INC. SIS EUROPE HOLDINGS INC.	SUNGARD SECURITIES FINANCE INTERNATIONAL INC.
SRS DEVELOPMENT INC.	SUNGARD SHAREHOLDER SYSTEMS INC.
SUNGARD ADVISOR TECHNOLOGIES INC.	SUNGARD SOFTWARE, INC.
SUNGARD ASIA PACIFIC INC.	SUNGARD SYSTEMS INTERNATIONAL INC.
SUNGARD ASSET MANAGEMENT SYSTEMS INC.	SUNGARD TECHNOLOGY SERVICES INC. SUNGARD TRADING SYSTEMS VAR LLC
SUNGARD AVAILABILITY INC.	SUNGARD TREASURY SYSTEMS INC.
SUNGARD AVAILABILITY SERVICES LP	SUNGARD TRUST SYSTEMS INC.
SUNGARD AVAILABILITY SERVICES LTD. SUNGARD BI-TECH INC.	SUNGARD WEALTH MANAGEMENT SERVICES, LLC
SUNGARD BSR INC.	SUNGARD WORKFLOW SOLUTIONS INC.
SUNGARD BUSINESS SYSTEMS INC. SUNGARD CANADA HOLDINGS INC.	SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
SUNGARD COLLEGIS INC.	TRUST TAX SERVICES OF AMERICA, INC.
SUNGARD COMPUTER SERVICES LLC	WALL STREET CONCEPTS INC.
SUNGARD CORBEL INC.	WORLD SYSTEMS INC.

EX-4.4

Exhibit 4.4

REGISTRATION RIGHTS AGREEMENT

Dated as of August 11, 2005

Among

SOLAR CAPITAL CORP.,

SUNGARD DATA SYSTEMS INC.,

THE GUARANTORS LISTED ON SCHEDULE I HERETO

and

DEUTSCHE BANK SECURITIES INC.,

CITIGROUP GLOBAL MARKETS INC.

and

J.P. MORGAN SECURITIES INC.

10 ¹/4% Senior Subordinated Notes due 2015

TABLE OF CONTENTS

		Page
1.	Definitions	1
2.	Exchange Offer	5
3.	Shelf Registration	8
4.	Market-Making	9
5.	Additional Interest	13
6.	Registration Procedures	14
7.	Registration Expenses	21
8.	Indemnification and Contribution	22
9.	Rules 144 and 144A	26
10.	Underwritten Registrations	26
11.	Miscellaneous	26

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is dated as of August 11, 2005, among SOLAR CAPITAL CORP., a Delaware corporation (“Solar”), SUNGARD DATA SYSTEMS INC., a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto (the “Guarantors”) and DEUTSCHE BANK SECURITIES INC., CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC., as representatives (the “Representatives”) of the several initial purchasers (the “Initial Purchasers”) named on Schedule I to the Purchase Agreement (as defined below).

This Agreement is entered into in connection with the Purchase Agreement, dated as of July 27, 2005 (the “Purchase Agreement”), by and among Solar and the Initial Purchasers, which provides for, among other things, the sale by Solar to the Initial Purchasers of $1,600,000,000 aggregate principal amount of the Issuer’s (as defined below) 9 ¹/8% Senior Notes due 2013 (the “Fixed Rate Notes”), $400,000,000 aggregate principal amount of the Issuer’s Senior Floating Rate Notes due 2013 (the “Floating Rate Notes” and, together with the Fixed Rate Notes, the “Senior Notes”) and $1,000,000,000 aggregate principal amount of the Issuer’s 10 ¹/4% Senior Subordinated Notes due 2015 (the “Notes”). The Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among Solar, the Company, the Guarantors and The Bank of New York, as trustee (the “Trustee”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Issuer’s obligations under the Notes and the Indenture. References to the “Securities” shall mean, collectively, the Notes and, when issued, the Guarantees. References to the “Issuer” refer to (x) prior to the consummation of the merger of Solar with and into the Company (the “Merger”), Solar and (y) from and after the consummation of the Merger, the Company. In order to induce the Initial Purchasers (including the Market-Maker) to enter into the Purchase Agreement, the Issuer has agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Securities. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligations under the Purchase Agreement.

The parties hereby agree as follows:

1. Definitions

As used in this Agreement, the following terms shall have the following meanings:

Additional Interest: See Section 5(a) hereof.

Advice: See the last paragraph of Section 6 hereof.

Agreement: See the introductory paragraphs hereto.

Applicable Period: See Section 2(b) hereof.

Business Day: Shall have the meaning ascribed to such term in Rule 14d-1 under the Exchange Act.

Company: See the introductory paragraphs hereto.

Effectiveness Date: With respect to any Shelf Registration Statement, the 90th day after the Filing Date with respect thereto; provided, however, that if the Effectiveness Date would otherwise fall on a day that is not a Business Day, then the Effectiveness Date shall be the next succeeding Business Day.

Effectiveness Period: See Section 3(a) hereof.

Event Date: See Section 5(b) hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

Exchange Notes: See Section 2(a) hereof.

Exchange Offer: See Section 2(a) hereof.

Exchange Offer Registration Statement: See Section 2(a) hereof.

Exchange Securities: See Section 2(a) hereof.

Existing Notes: The Company’s outstanding $250.0 million 3.75% senior notes due 2009 and $250.0 million 4.875% senior notes due 2014.

Filing Date: The 90th day after the delivery of a Shelf Notice as required pursuant to Section 2(c) hereof; provided, however, that if the Filing Date would otherwise fall on a day that is not a Business Day, then the Filing Date shall be the next succeeding Business Day.

Fixed Rate Notes: See the introductory paragraphs hereto.

Floating Rate Notes: See the introductory paragraphs hereto.

Guarantees: See the introductory paragraphs hereto.

Guarantors: See the introductory paragraphs hereto.

Holder: Any holder of a Registrable Security or Registrable Securities.

Indenture: See the introductory paragraphs hereto.

Information: See Section 6(n) hereof.

Initial Purchasers: See the introductory paragraphs hereto.

Initial Shelf Registration: See Section 3(a) hereof.

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Inspectors: See Section 6(n) hereof.

Issue Date: August 11, 2005, the date of original issuance of the Notes.

Issuer: See the introductory paragraphs hereto.

Market-Maker: See Section 4(a) hereof.

Market-Making Registration: See Section 4(a)(i) hereof.

Market-Making Registration Statement: See Section 4(a)(i) hereof.

Merger: See the introductory paragraphs hereto.

NASD: See Section 6(r) hereof.

New Guarantees: See Section 2(a) hereof.

Notes: See the introductory paragraphs hereto.

Participant: See Section 8(a) hereof.

Participating Broker-Dealer: See Section 2(b) hereof.

Person: An individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity.

Private Exchange: See Section 2(b) hereof.

Private Exchange Notes: See Section 2(b) hereof.

Prospectus: The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Purchase Agreement: See the introductory paragraphs hereof.

Records: See Section 6(n) hereof.

Registrable Securities: Each Security upon its original issuance and at all times subsequent thereto, each Exchange Security as to which Section 2(c)(iv) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note (and the related Guarantees) upon original issuance thereof and at all times subsequent thereto, until, in each case, the earliest to occur

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of (i) a Registration Statement (other than, with respect to any Exchange Securities as to which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration Statement) covering such Security, Exchange Security or Private Exchange Note (and the related Guarantees) has been declared effective by the SEC and such Security, Exchange Security or such Private Exchange Note (and the related Guarantees), as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Security has been exchanged pursuant to the Exchange Offer for an Exchange Security or Exchange Securities that may be resold without restriction under state and federal securities laws, (iii) such Security, Exchange Security or Private Exchange Note (and the related Guarantees), as the case may be, ceases to be outstanding for purposes of the Indenture or (iv) such Security, Exchange Security or Private Exchange Note (and the related Guarantees), as the case may be, may be resold without restriction pursuant to Rule 144(k) (as amended or replaced) under the Securities Act.

Registration Statement: Any registration statement of the Issuer that covers any of the Securities, the Exchange Securities or the Private Exchange Notes (and the related Guarantees) filed with the SEC under the Securities Act, including, in each case, the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

Rule 144: Rule 144 under the Securities Act.

Rule 144A: Rule 144A under the Securities Act.

Rule 405: Rule 405 under the Securities Act.

Rule 415: Rule 415 under the Securities Act.

Rule 424: Rule 424 under the Securities Act.

SEC: The U.S. Securities and Exchange Commission.

Securities: See the introductory paragraphs hereto.

Securities Act: The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

Senior Notes: See the introductory paragraphs hereto.

Shelf Notice: See Section 2(c) hereof.

Shelf Registration: See Section 3(b) hereof.

Shelf Registration Statement: Any Registration Statement relating to a Shelf Registration.

Shelf Suspension Period: See Section 3(a) hereof.

Solar: See the introductory paragraphs hereto.

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Subsequent Shelf Registration: See Section 3(b) hereof.

TIA: The Trust Indenture Act of 1939, as amended.

Trustee: The trustee under the Indenture and the trustee under any indenture (if different) governing the Exchange Securities and Private Exchange Notes (and the related Guarantees).

Underwritten registration or underwritten offering: A registration in which securities of the Issuer is sold to an underwriter for reoffering to the public.

Except as otherwise specifically provided, all references in this Agreement to acts, laws, statutes, rules, regulations, releases, forms, no-action letters and other regulatory requirements (collectively, “Regulatory Requirements”) shall be deemed to refer also to any amendments thereto and all subsequent Regulatory Requirements adopted as a replacement thereto having substantially the same effect therewith; provided that Rule 144 shall not be deemed to amend or replace Rule 144A.

2. Exchange Offer

(a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuer shall use its reasonable best efforts to file with the SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Securities for a like aggregate principal amount of debt securities of the Issuer (the “Exchange Notes”), guaranteed, to the extent applicable, on an unsecured senior subordinated basis by the Guarantors (the “New Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), that are identical in all material respects to the Fixed Rate Notes or Floating Rate Notes, as applicable, except that (i) the Exchange Notes shall contain no restrictive legend thereon, (ii) interest thereon shall accrue from the last date on which interest was paid on such Notes or, if no such interest has been paid, from the Issue Date and (iii) which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuer shall use its reasonable best efforts to (x) prepare and file with the SEC the Exchange Offer Registration Statement with respect to the Exchange Offer; (y) keep the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th day following the Issue Date.

Each Holder (including, without limitation, each Participating Broker-Dealer) that participates in the Exchange Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuer in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Securities acquired in exchange for Registrable Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Securities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Securities from such Holder has an arrangement or understanding with any Person to participate

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in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Issuer or, if it is an affiliate of the Issuer, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 6 hereof in order to have their Securities included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 5 hereof; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange Securities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder).

Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Notes (and the related Guarantees), Exchange Securities as to which Section 2(c)(iv) is applicable and Exchange Securities held by the Market-Maker and Participating Broker-Dealers, and the Issuer shall have no further obligation to register Registrable Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.

No securities other than the Exchange Securities and the Senior Notes (and the related guarantees) shall be included in the Exchange Offer Registration Statement.

(b) The Issuer shall include within the Prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential “underwriter” status of any broker-dealer that is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies represent the prevailing views of the staff of the SEC. Such “Plan of Distribution” section shall also expressly permit, to the extent permitted by applicable policies and regulations of the SEC, the use of the Prospectus by all Participating Broker-Dealers, and include a statement describing the means by which Participating Broker-Dealers may resell the Exchange Securities in compliance with the Securities Act.

The Issuer shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the Prospectus contained therein in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirements of the Securities Act for such period of time as is necessary to comply with applicable law in connection with any resale of the Exchange Securities; provided, however, that such period shall not be required to exceed 90 days, such longer period if extended pursuant to the last paragraph of Section 6 hereof (the “Applicable Period”).

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If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Notes acquired by them that have the status of an unsold allotment in the initial distribution, the Issuer, upon the request of the Initial Purchasers, shall simultaneously with the delivery of the Exchange Notes issue and deliver to the Initial Purchasers, in exchange (the “Private Exchange”) for such Notes held by any such Holder, a like principal amount of notes (the “Private Exchange Notes”) of the Issuer, guaranteed by the Guarantors, that are identical in all material respects to the Exchange Notes except for the placement of a restrictive legend on such Private Exchange Notes. The Private Exchange Notes shall be issued pursuant to the same indenture as the Exchange Notes and bear the same CUSIP number as the Exchange Notes if permitted by the CUSIP Service Bureau.

In connection with the Exchange Offer, the Issuer shall:

(1) mail, or cause to be mailed, to each Holder of record entitled to participate in the Exchange Offer a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(2) use their respective reasonable best efforts to keep the Exchange Offer open for not less than 20 Business Days from the date that notice of the Exchange Offer is mailed to Holders (or longer if required by applicable law);

(3) utilize the services of a depositary for the Exchange Offer with an address in the Borough of Manhattan, The City of New York or in Wilmington, Delaware;

(4) permit Holders to withdraw tendered Notes at any time prior to the close of business, New York time, on the last Business Day on which the Exchange Offer remains open; and

(5) otherwise comply in all material respects with all laws, rules and regulations applicable to the Exchange Offer.

As soon as practicable after the close of the Exchange Offer and any Private Exchange, the Issuer shall:

(1) accept for exchange all Registrable Securities validly tendered and not validly withdrawn pursuant to the Exchange Offer and any Private Exchange;

(2) deliver to the Trustee for cancellation all Registrable Securities so accepted for exchange; and

(3) cause the Trustee to authenticate and deliver promptly to each Holder of Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in principal amount to the Notes of such Holder so accepted for exchange; provided that, in the case of any Notes held in global form by a depositary, authentication and delivery to such depositary of one or more replacement Notes in global form in an equivalent principal amount thereto for the account of such Holders in accordance with the Indenture shall satisfy such authentication and delivery requirement.

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The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than that (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicable law or any applicable interpretation of the staff of the SEC; (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Issuer to proceed with the Exchange Offer or the Private Exchange, and no material adverse development shall have occurred in any existing action or proceeding with respect to the Issuer; and (iii) all governmental approvals shall have been obtained, which approvals the Issuer deem necessary for the consummation of the Exchange Offer or Private Exchange.

The Exchange Securities and the Private Exchange Notes (and related guarantees) shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the TIA or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture. The Indenture or such indenture shall provide that the Exchange Notes, the Private Exchange Notes and the Notes shall vote and consent together on all matters as one class and that none of the Exchange Notes, the Private Exchange Notes or the Notes will have the right to vote or consent as a separate class on any matter.

(c) If, (i) because of any change in law or in currently prevailing interpretations of the staff of the SEC, the Issuer is not permitted to effect the Exchange Offer, (ii) the Exchange Offer is not consummated within 360 days of the Issue Date, (iii) any holder of Private Exchange Notes so requests in writing to the Issuer at any time within 30 days after the consummation of the Exchange Offer, or (iv) in the case of any Holder that participates in the Exchange Offer, such Holder does not receive Exchange Securities on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the Issuer within the meaning of the Securities Act) and so notifies the Issuer within 30 days after such Holder first becomes aware of such restrictions, in the case of each of clauses (i) to and including (iv) of this sentence, then the Issuer shall promptly deliver to the Trustee (to deliver to the Holders) written notice thereof (the “Shelf Notice”) and shall file a Shelf Registration pursuant to Section 3 hereof.

3. Shelf Registration

If at any time a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then:

(a) Shelf Registration. The Issuer shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuer shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Registrable Securities and the Guarantees and the Senior Notes and the related guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below).

The Issuer shall use its respective reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial

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Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years from the Issue Date (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144(k) (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Issuer determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Issuer, would be detrimental to the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

(b) Withdrawal of Stop Orders; Subsequent Shelf Registrations. If the Initial Shelf Registration or any Subsequent Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), the Issuer shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall file an additional Shelf Registration Statement pursuant to Rule 415 covering all of the Registrable Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration (each, a “Subsequent Shelf Registration”). If a Subsequent Shelf Registration is filed, the Issuer shall use its reasonable best efforts to cause the Subsequent Shelf Registration to be declared effective under the Securities Act as soon as practicable after such filing and to keep such subsequent Shelf Registration continuously effective for a period equal to the number of days in the Effectiveness Period less the aggregate number of days during which the Initial Shelf Registration or any Subsequent Shelf Registration was previously continuously effective. As used herein the term “Shelf Registration” means the Initial Shelf Registration and any Subsequent Shelf Registration.

(c) Supplements and Amendments. The Issuer shall promptly supplement and amend the Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration, if required by the Securities Act, or if reasonably requested by the Holders of a majority in aggregate principal amount of the Registrable Securities (or their counsel) covered by such Registration Statement with respect to the information included therein with respect to one or more of such Holders, or, if reasonably requested by any underwriter of such Registrable Securities, with respect to the information included therein with respect to such underwriter.

4. Market-Making

(a) For the sole benefit of Goldman, Sachs & Co. (in such capacity, the “Market-Maker”) or any of its affiliates (as defined in the rules and regulations of the SEC), so long as (x) any of the Registrable Securities or Exchange Securities are outstanding and (y) it would be necessary under applicable laws, rules and regulations, in the reasonable opinion of the Market-Maker, for the Market-Maker

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or any of its affiliates to deliver a prospectus in connection with market-making activities with respect to the Registrable Securities or Exchange Securities and the Market-Maker or such affiliate proposes to make a market in the Registrable Securities or Exchange Securities as part of its business in the ordinary course, the following provisions shall apply for the sole benefit of the Market-Maker:

(i) The Issuer shall file under the Securities Act one or more registration statements, in a form approved by the Market-Maker (each such filing, a “Market-Making Registration,” and each such registration statement, the “Market-Making Registration Statement”). The Issuer agrees to use its reasonable best efforts to cause a Market-Making Registration Statement with respect to the Exchange Securities (and, upon reasonable request by the Market-Maker, the Issuer will use commercially reasonable efforts to have such Market-Making Registration Statement also cover the Existing Notes) to be declared effective on or prior to (i) the date the Exchange Offer is completed pursuant to Section 2(a) above or (ii) the date the Initial Shelf Registration becomes or is declared effective pursuant to Section 3 above, and, in each case, to keep such Market-Making Registration Statement continuously effective for so long as the Market-Maker may be required to deliver a prospectus in connection with transactions in the Registrable Securities or the Exchange Securities, as the case may be. In the event that the Market-Maker holds Securities at the time the Exchange Offer is to be conducted under Section 2(a) above, the Issuer agrees that the applicable Market-Making Registration shall provide for the resale by the Market-Maker of such Registrable Securities or Exchange Securities and shall use its reasonable best efforts to keep the Market-Making Registration Statement continuously effective for so long as the Market-Maker may be required to deliver a prospectus in connection with the sale of such Registrable Securities or Exchange Securities. The Issuer further agrees to supplement or make amendments to each Market-Making Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuer for the applicable Market-Making Registration Statement, and the Issuer agrees to furnish to the Market-Maker copies of any such supplement or amendment prior to its being used or promptly following its filing with the SEC.

(ii) Notwithstanding the foregoing, the Issuer may suspend the offering and sale under a Market-Making Registration Statement for a period or periods the Board of Directors of the Issuer reasonably determines to be advisable for valid business reasons, but in any event not in excess of 60 consecutive days or more than three (3) times during any calendar year during which such Market-Making Registration Statement is required to be effective and usable hereunder (measured from the Effective Time of such Market-Making Registration Statement to successive anniversaries thereof) if (A) (i) the Board of Directors of the Issuer determines in good faith that such action is in the best interests of the Issuer or (ii) such Market-Making Registration Statement, prospectus or amendment or supplement thereto contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (B) the Issuer notifies the Market-Maker within five days before the effectiveness of such suspension.

(iii) The Issuer shall notify the Market-Maker (A) when any post-effective amendment to a Market-Making Registration Statement or any amendment or supplement to the related prospectus has been filed, and, with respect to any post-effective amendment, when the same has become effective; (B) of any request by the SEC for any post-effective amendment to a Market-Making Registration Statement, any supplement or amendment to the related prospectus or for

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additional information; (C) the issuance by the SEC of any stop order suspending the effectiveness of a Market-Making Registration Statement or the initiation of any proceedings for that purpose; (D) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Registrable Securities or Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose; and (E) of the happening of any event that makes any statement made in a Market-Making Registration Statement, the related prospectus or any amendment or supplement thereto untrue or that requires the making of any changes in a Market-Making Registration Statement, such prospectus or any amendment or supplement thereto, in order to make the statements therein not misleading.

(iv) If any event contemplated by Section 4(a)(iii)(B), (D) and (E) occurs during the period for which the Issuer is required to maintain an effective Market-Making Registration Statement, the Issuer shall promptly prepare and file with the SEC a post-effective amendment to the applicable Market-Making Registration Statement or a supplement to the related prospectus or file any other required document so that the prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(v) In the event of the issuance of any stop order suspending the effectiveness of a Market-Making Registration Statement or of any order suspending the qualification of the Registrable Securities or Exchange Securities for sale in any jurisdiction, the Issuer shall use promptly its reasonable best efforts to obtain its withdrawal.

(vi) The Issuer shall furnish to the Market-Maker, in each case without charge to the Market-Maker, at least one conformed copy of each Market-Making Registration Statement and any post-effective amendment thereto and electronic copies of the related prospectus and any amendment or supplement thereto.

(vii) The Issuer shall consent to the use of the prospectus contained in a Market-Making Registration Statement or any amendment or supplement thereto by the Market-Maker in connection with its market-making activities.

(viii) Notwithstanding the foregoing provisions of this Section 4, the Issuer may for valid business reasons, including without limitation, a potential acquisition, divestiture of assets or other material corporate transaction, issue a notice that a Market-Making Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Registrable Securities or Exchange Securities (or Existing Notes, if applicable) and may issue any notice suspending use of such Market-Making Registration Statement required under applicable securities laws to be issued for so long as valid business reasons exist and the Issuer shall not be obligated to amend or supplement such Market-Making Registration Statement or the prospectus included therein until it reasonably deems appropriate. The Market-Maker agrees that upon receipt of any notice from the Issuer pursuant to this Section 4(a)(viii), it will discontinue use of each Market-Making Registration Statement until receipt of copies of the supplemented or amended prospectus relating thereto until advised in writing by the Issuer that the use of a Market-Making Registration Statement may be resumed.

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(b) In connection with a Market-Making Registration, the Issuer shall (i) make reasonably available for inspection by a representative of, and counsel acting for, the Market-Maker all relevant financial and other records, pertinent corporate documents and properties of the Issuer and its subsidiaries and (ii) use its reasonable best efforts to have its officers, directors, employees, accountants and counsel supply all relevant information reasonably requested by such representative or counsel or the Market-Maker.

(c) Prior to the effective date of a Market-Making Registration Statement, the Issuer will use its reasonable best efforts to register or qualify such Registrable or Exchange Securities (or Existing Notes, if applicable), as applicable, for offer and sale under the securities or blue sky laws of such jurisdictions as the Market-Maker reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Registrable Securities or Exchange Securities (or Existing Notes, if applicable) covered by such Market-Making Registration Statement; provided that neither the Issuer nor any Guarantor will be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject.

(d) The Issuer represents that each Market-Making Registration Statement, any post-effective amendments thereto, any amendments or supplements to the related prospectus and any documents filed by them under the Exchange Act will, when they become effective or are filed with the SEC, as the case may be, conform in all respects to the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder and will not, as of the effective date of such Market-Making Registration Statement or post-effective amendments and as of the filing date of amendments or supplements to such prospectus or filings under the Exchange Act, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading; provided that no representation or warranty is made as to information contained in or omitted from a Market-Making Registration Statement or the related prospectus in reliance upon and in conformity with written information furnished to the Issuer by the Market-Maker specifically for inclusion therein, which information the parties hereto agree will be limited to the statements concerning the Market-Making activities of the Market-Maker to be set forth on the cover page and in the “Plan of Distribution” section of the prospectus.

(e) At the time of effectiveness of a Market-Making Registration Statement (unless it is the same as the time of effectiveness of the Exchange Offer Registration Statement) and concurrently with each time such Market-Making Registration Statement or the related prospectus shall be amended or such prospectus shall be supplemented, the Issuer shall (if requested in writing by the Market-Maker) furnish the Market-Maker and its counsel with a certificate of an appropriate officer to the effect that:

(i) such Market-Making Registration Statement has been declared effective;

(ii) in the case of an amendment or supplement, such amendment has become effective under the Securities Act as of the date and time specified in such certificate, if applicable; if required, such amendment or supplement to the prospectus was filed with the SEC pursuant to the subparagraph of Rule 424(b) under the Securities Act specified in such certificate on the date specified therein; and

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(iii) as of the date of such Market-Making Registration Statement, amendment or supplement, as applicable, such Market-Making Registration Statement and the prospectus, as amended or supplemented, if applicable, did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(f) The Issuer, on the one hand, and the Market-Maker, on the other hand, hereby agree to indemnify each other, and, if applicable, contribute to the other, in accordance with Section 8 of this Agreement.

(g) The Issuer will comply with the provisions of this Section 4 at its own expense.

(h) The agreements contained in this Section 4 and the representations, warranties and agreements contained in this Agreement shall survive all offers and sales of the Existing Notes, Registrable Securities or Exchange Securities and shall remain in full force and effect, regardless of any termination or cancellation of agreements outside this Section 4 of this Agreement or any investigation made by or on behalf of any indemnified party.

(i) For purposes of this Section 4, any reference to the terms “amend,” “amendment” or “supplement” with respect to a Market-Making Registration Statement or the prospectus contained therein shall be deemed to refer to and include the filing under the Exchange Act of any document deemed to be incorporated therein by reference.

5. Additional Interest

(a) The Issuer and the Initial Purchasers agree that the Holders will suffer damages if the Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Issuer has neither (i) exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer nor (ii) had a Shelf Registration Statement declared effective, in either case on or prior to the 360th day after the Issue Date, (B) notwithstanding clause (A), the Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day after the date such Shelf Registration Statement filing was requested or required or (C), if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuer) commencing on the (x) 361st day after the Issue Date, in the case of (A) above, (y) the 361st day after the date such Shelf Registration Statement filing was requested or required in the case of (B) above or (z) the day such Shelf Registration ceases to be effective in the case of (C) above; provided, however, that upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (A) of this Section 5), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 5), or upon the effectiveness of the applicable Shelf

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Registration Statement which had ceased to remain effective (in the case of (C) of this Section 5), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 5, the Issuer shall not be obligated to pay Additional Interest provided in Sections 5(a)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.

(b) The Issuer shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a) of this Section 5 will be payable in cash semiannually on each February 15 and August 15 (to the holders of record on the February 1 and August 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by the Issuer by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

6. Registration Procedures

In connection with the filing of any Registration Statement pursuant to Section 2 or 3 hereof, the Issuer shall effect such registrations to permit the sale of the securities covered thereby in accordance with the intended method or methods of disposition thereof, and pursuant thereto and in connection with any Registration Statement filed by the Issuer hereunder the Issuer shall:

(a) Prepare and file with the SEC (prior to the applicable Filing Date in the case of a Shelf Registration), a Registration Statement or Registration Statements as prescribed by Section 2 or 3 hereof, and use its reasonable best efforts to cause each such Registration Statement to become effective and remain effective as provided herein; provided, however, that if (1) such filing is pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period relating thereto from whom the Issuer has received prior written notice that it will be a Participating Broker-Dealer in the Exchange Offer, before filing any Registration Statement or Prospectus or any amendments or supplements thereto, the Issuer shall furnish to and afford counsel for the Holders of the Registrable Securities covered by such Registration Statement (with respect to a Registration Statement filed pursuant to Section 3 hereof) or counsel for such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, and counsel to the managing underwriters, if any, a reasonable opportunity to review copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (in each case at least three business days prior to such filing). The Issuer shall not file any Registration Statement or Prospectus or any amendments or supplements thereto if the Holders of a majority in aggregate principal amount of the Registrable Securities covered by such Registration Statement, their counsel, or the managing underwriters, if any, shall reasonably object.

(b) Prepare and file with the SEC such amendments and post-effective amendments to each Shelf Registration Statement or Exchange Offer Registration Statement, as the case may be, as

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may be necessary to keep such Registration Statement continuously effective for the Effectiveness Period, the Applicable Period or until consummation of the Exchange Offer, as the case may be; cause the related Prospectus to be supplemented by any Prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424; and comply with the provisions of the Securities Act and the Exchange Act applicable to it with respect to the disposition of all securities covered by such Registration Statement as so amended or in such Prospectus as so supplemented and with respect to the subsequent resale of any securities being sold by an Participating Broker-Dealer covered by any such Prospectus in all material respects. The Issuer shall be deemed not to have used its reasonable best efforts to keep a Registration Statement effective if it voluntarily takes any action that is reasonably expected to result in selling Holders of the Registrable Securities covered thereby or Participating Broker-Dealers seeking to sell Exchange Securities not being able to sell such Registrable Securities or such Exchange Securities during that period unless such action is required by applicable law or permitted by this Agreement.

(c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period relating thereto from whom the Issuer has received written notice that it will be a Participating Broker-Dealer in the Exchange Offer, notify the selling Holders of Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, their counsel and the managing underwriters, if any, promptly (but in any event within three Business Days), and confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective under the Securities Act (including in such notice a written statement that any Holder may, upon request, obtain, at the sole expense of the Issuer, one conformed copy of such Registration Statement or post-effective amendment including financial statements and schedules, documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the initiation of any proceedings for that purpose, (iii) if at any time when a prospectus is required by the Securities Act to be delivered in connection with sales of the Registrable Securities or resales of Exchange Securities by Participating Broker-Dealers the representations and warranties of the Issuer contained in any agreement (including any underwriting agreement) contemplated by Section 6(m) hereof cease to be true and correct, (iv) of the receipt by the Issuer of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Securities or the Exchange Securities to be sold by any Participating Broker-Dealer for offer or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, (v) of the happening of any event, the existence of any condition or any information becoming known that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in or amendments or supplements to such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the

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circumstances under which they were made, not misleading, and (vi) of the Issuer’s determination that a post-effective amendment to a Registration Statement would be appropriate.

(d) Use its reasonable best efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of a Prospectus or suspending the qualification (or exemption from qualification) of any of the Registrable Securities or the Exchange Securities to be sold by any Participating Broker-Dealer, for sale in any jurisdiction.

(e) If a Shelf Registration is filed pursuant to Section 3 and if requested during the Effectiveness Period by the managing underwriter or underwriters (if any) or the Holders of a majority in aggregate principal amount of the Registrable Securities being sold in connection with an underwritten offering, (i) as promptly as practicable incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters (if any), such Holders or counsel for either of them reasonably request to be included therein, (ii) make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Issuer has received notification of the matters to be incorporated in such prospectus supplement or post-effective amendment, and (iii) supplement or make amendments to such Registration Statement.

(f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, furnish to each selling Holder of Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3 hereof) and to each such Participating Broker-Dealer who so requests (with respect to any such Registration Statement) and to their respective counsel and each managing underwriter, if any, at the sole expense of the Issuer, one conformed copy of the Registration Statement or Registration Statements and each post-effective amendment thereto, including financial statements and schedules, and, if requested, all documents incorporated or deemed to be incorporated therein by reference and all exhibits.

(g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, deliver to each selling Holder of Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, their respective counsel, and the underwriters, if any, at the sole expense of the Issuer, as many copies of the Prospectus or Prospectuses (including each form of preliminary prospectus) and each amendment or supplement thereto and any documents incorporated by reference therein as such Persons may reasonably request; and, subject to the last paragraph of this Section 6, the Issuer hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Securities or each such Participating Broker-Dealer, as the case may be, and the underwriters or agents, if any, and dealers, if any, in connection with the offering and sale of the Registrable Securities covered by, or the sale by Participating Broker-Dealers of the Exchange Securities pursuant to, such Prospectus and any amendment or supplement thereto.

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(h) Prior to any public offering of Registrable Securities or any delivery of a Prospectus contained in the Exchange Offer Registration Statement by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, use its reasonable best efforts to register or qualify, and to cooperate with the selling Holders of Registrable Securities or each such Participating Broker-Dealer, as the case may be, the managing underwriter or underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any selling Holder, Participating Broker-Dealer, or the managing underwriter or underwriters reasonably request in writing; provided, however, that where Exchange Securities held by Participating Broker-Dealers or Registrable Securities are offered other than through an underwritten offering, the Issuer agrees to cause its counsel to perform Blue Sky investigations and file registrations and qualifications required to be filed pursuant to this Section 6(h), keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Exchange Securities held by Participating Broker-Dealers or the Registrable Securities covered by the applicable Registration Statement; provided, however, that the Issuer shall not be required to (A) qualify generally to do business in any jurisdiction where it is not then so qualified, (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or (C) subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject.

(i) If a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with the selling Holders of Registrable Securities and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository Trust Company; and enable such Registrable Securities to be in such denominations (subject to applicable requirements contained in the Indenture) and registered in such names as the managing underwriter or underwriters, if any, or Holders may request.

(j) Use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other U.S. governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities, except as may be required solely as a consequence of the nature of such selling Holder’s business, in which case the Issuer will cooperate in all respects with the filing of such Registration Statement and the granting of such approvals.

(k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, upon the occurrence of any event contemplated by paragraph 6(c)(v) or 6(c)(vi) hereof, as promptly as practicable prepare and (subject to Section 6(a) hereof) file with the SEC, at the sole expense of the Issuer, a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder (with respect to a Registration Statement filed pursuant to Section 3 hereof) or to the purchasers of the Exchange Securities to whom such Prospectus will be delivered

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by a Participating Broker-Dealer (with respect to any such Registration Statement), any such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(l) Prior to the effective date of the first Registration Statement relating to the Registrable Securities, (i) provide the Trustee with certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number for the Registrable Securities.

(m) In connection with any underwritten offering of Registrable Securities pursuant to a Shelf Registration, enter into an underwriting agreement as is customary in underwritten offerings of debt securities similar to the Securities (including, without limitation, a customary condition to the obligations of the underwriters that the underwriters shall have received “cold comfort” letters and updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters from the independent certified public accountants of the Issuer (and, if necessary, any other independent certified public accountants of the Issuer, or of any business acquired by the Issuer, for which financial statements and financial data are, or are required to be, included or incorporated by reference in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings of debt securities similar to the Securities), and take all such other actions as are reasonably requested by the managing underwriter or underwriters in order to expedite or facilitate the registration or the disposition of such Registrable Securities and, in such connection, (i) make such representations and warranties to, and covenants with, the underwriters with respect to the business of the Issuer (including any acquired business, properties or entity, if applicable), and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by Issuer to underwriters in underwritten offerings of debt securities similar to the Securities, and confirm the same in writing if and when requested; (ii) obtain the written opinions of counsel to the Issuer, and written updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters, addressed to the underwriters covering the matters customarily covered in opinions reasonably requested in underwritten offerings; and (iii) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to the sellers and underwriters, if any, than those set forth in Section 8 hereof (or such other provisions and procedures reasonably acceptable to Holders of a majority in aggregate principal amount of Registrable Securities covered by such Registration Statement and the managing underwriter or underwriters or agents, if any). The above shall be done at each closing under such underwriting agreement, or as and to the extent required thereunder.

(n) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, make available for inspection by any Initial Purchaser, any selling Holder of such Registrable Securities being sold (with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer, as the case may be, any underwriter participating in any such disposition of Registrable Securities, if any, and any attorney, accountant or other agent retained by any such selling Holder or each such Participating Broker-Dealer (with respect to

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any such Registration Statement), as the case may be, or underwriter (any such Initial Purchasers, Holders, Participating Broker-Dealers, underwriters, attorneys, accountants or agents, collectively, the “Inspectors”), upon written request, at the offices where normally kept, during reasonable business hours, all pertinent financial and other records, pertinent corporate documents and instruments of the Issuer and subsidiaries of the Issuer (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of the Issuer and any of its subsidiaries to supply all information (“Information”) reasonably requested by any such Inspector in connection with such due diligence responsibilities. Each Inspector shall agree in writing that it will keep the Records and Information confidential, to use the Information only for due diligence purposes, to abstain from using the Information as the basis for any market transactions in Securities of the Issuer and that it will not disclose any of the Records or Information that the Issuer determines, in good faith, to be confidential and notifies the Inspectors in writing are confidential unless (i) the disclosure of such Records or Information is necessary to avoid or correct a misstatement or omission in such Registration Statement or Prospectus, (ii) the release of such Records or Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii) disclosure of such Records or Information is necessary or advisable, in the opinion of counsel for any Inspector, in connection with any action, claim, suit or proceeding, directly or indirectly, involving or potentially involving such Inspector and arising out of, based upon, relating to, or involving this Agreement or the Purchase Agreement, or any transactions contemplated hereby or thereby or arising hereunder or thereunder, or (iv) the information in such Records or Information has been made generally available to the public other than by an Inspector or an “affiliate” (as defined in Rule 405) thereof; provided, however, that prior notice shall be provided as soon as practicable to the Issuer of the potential disclosure of any information by such Inspector pursuant to clauses (i) or (ii) of this sentence to permit the Issuer to obtain a protective order (or waive the provisions of this paragraph (o)) and that such Inspector shall take such actions as are reasonably necessary to protect the confidentiality of such information (if practicable) to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of the Holder or any Inspector.

(o) Provide an indenture trustee for the Registrable Securities or the Exchange Securities, as the case may be, and cause the Indenture or the trust indenture provided for in Section 2(a) hereof, as the case may be, to be qualified under the TIA not later than the effective date of the first Registration Statement relating to the Registrable Securities; and in connection therewith, cooperate with the trustee under any such indenture and the Holders of the Registrable Securities, to effect such changes (if any) to such indenture as may be required for such indenture to be so qualified in accordance with the terms of the TIA; and execute, and use its commercially reasonable best efforts to cause such trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable such indenture to be so qualified in a timely manner.

(p) Comply in all material respects with all applicable rules and regulations of the SEC and make generally available to its securityholders with regard to any applicable Registration Statement, a consolidated earning statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any fiscal quarter (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Issuer, after the effective

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date of a Registration Statement, which statements shall cover said 12-month periods; provided that this requirement shall be deemed satisfied by the Issuer complying with Section 4.02 of the Indenture.

(q) Upon consummation of the Exchange Offer or a Private Exchange, obtain an opinion of counsel to the Issuer, in a form customary for underwritten transactions, addressed to the Trustee for the benefit of all Holders of Registrable Securities participating in the Exchange Offer or the Private Exchange, as the case may be, that the Exchange Securities or Private Exchange Notes (and the related Guarantees), as the case may be, the related guarantee and the related indenture constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their respective terms, subject to customary exceptions and qualifications. If the Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Registrable Securities by Holders to the Issuer (or to such other Person as directed by the Issuer), in exchange for the Exchange Securities or the Private Exchange Notes (and the related Guarantees), as the case may be, the Issuer shall mark, or cause to be marked, on such Registrable Securities that such Registrable Securities are being cancelled in exchange for the Exchange Securities or the Private Exchange Notes (and the related Guarantees), as the case may be; in no event shall such Registrable Securities be marked as paid or otherwise satisfied.

(r) Use reasonable efforts to cooperate with each seller of Registrable Securities covered by any Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (the “NASD”).

(s) Use its respective reasonable best efforts to take all other steps reasonably necessary to effect the registration of the Exchange Securities and/or Registrable Securities covered by a Registration Statement contemplated hereby.

The Issuer may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Issuer such information regarding such seller and the distribution of such Registrable Securities as the Issuer may, from time to time, reasonably request. The Issuer may exclude from such registration the Registrable Securities of any seller so long as such seller fails to furnish such information within a reasonable time after receiving such request. Each seller as to which any Shelf Registration is being effected agrees to furnish promptly to the Issuer all information required to be disclosed in order to make the information previously furnished to the Issuer by such seller not materially misleading.

If any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Issuer, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Issuer, or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.

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Each Holder of Registrable Securities and each Participating Broker-Dealer agrees by its acquisition of such Registrable Securities or Exchange Securities to be sold by such Participating Broker-Dealer, as the case may be, that, upon actual receipt of any notice from the Issuer of the happening of any event of the kind described in Section 6(c)(ii), 6(c)(iv), 6(c)(v), or 6(c)(vi) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus or Exchange Securities to be sold by such Holder or Participating Broker-Dealer, as the case may be, until such Holder’s or Participating Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(k) hereof, or until it is advised in writing (the “Advice”) by the Issuer that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto. In the event that the Issuer shall give any such notice, each of the Applicable Period and the Effectiveness Period shall be extended by the number of days during such periods from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement or Exchange Securities to be sold by such Participating Broker-Dealer, as the case may be, shall have received (x) the copies of the supplemented or amended Prospectus contemplated by Section 6(k) hereof or (y) the Advice.

7. Registration Expenses

All fees and expenses incident to the performance of or compliance with this Agreement by the Issuer of its obligations under Sections 2, 3, 4, 6 and 9 shall be borne by the Issuer, whether or not the Exchange Offer Registration Statement or any Shelf Registration Statement is filed or becomes effective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 6(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) fees and expenses of the Trustee, any exchange agent and their counsel, (iv) fees and disbursements of counsel for the Issuer and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (which counsel shall be reasonably satisfactory to the Issuer) exclusive of any counsel retained pursuant to Section 8 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 6(m) hereof (including, without limitation, the expenses of any “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Issuer desires such insurance, (viii) fees and expenses of all other Persons retained by the Issuer, (ix) internal expenses of the Issuer (including, without limitation, all salaries and expenses of officers and employees of the Issuer

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performing legal or accounting duties), (x) the expense of any annual audit, (xi) any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable and (xii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, indentures and any other documents necessary in order to comply with this Agreement.

8. Indemnification and Contribution.

(a) The Issuer and the Guarantors jointly and severally agree, to indemnify and hold harmless each Holder of Registrable Securities, the Market-Maker and each Participating Broker-Dealer selling Exchange Securities during the Applicable Period, and each Person, if any, who controls such Person or its affiliates within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Participant”) against any losses, claims, damages or liabilities, joint or several, to which any Participant may become subject under the Securities Act, the Exchange Act or otherwise, insofar as any such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:

(i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement (or any amendment thereto), Market-Making Registration Statement (or any amendment thereto) or Prospectus (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) or any preliminary prospectus; or

(ii) the omission or alleged omission to state, in any Registration Statement (or any amendment thereto), Market-Making Registration Statement (or any amendment thereto) or Prospectus (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) or any preliminary prospectus or any other document or any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading,

except, in each case, insofar as such losses, claims, damages or liabilities are arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser, the Market-Maker or any Holder furnished to the Issuer in writing through the Initial Purchasers, the Market-Maker or any selling Holder expressly for use therein;

and agree (subject to the limitations set forth in the proviso to this sentence) to reimburse, as incurred, the Participant for any reasonable legal or other expenses incurred by the Participant in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, neither the Issuer nor the Guarantors will be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any Registration Statement (or any amendment thereto), Market-Making Registration Statement (or any amendment thereto) or Prospectus (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) or any preliminary prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information relating to any Participant furnished to the Issuer by such Participant specifically for use therein. The indemnity provided for in this Section 8 will be in addition to any liability that the Issuer may otherwise have to the indemnified parties. The Issuer and the

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Guarantors shall not be liable under this Section 8 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Issuer and the Guarantors, which consent shall not be unreasonably withheld.

(b) Each Participant, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Guarantors, their respective directors (or equivalent), their respective officers who sign any Registration Statement and each person, if any, who controls the Issuer within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities to which the Issuer, the Guarantors or any such director, officer or controlling person may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, Market-Making Registration Statement or Prospectus, any amendment or supplement thereto, or any preliminary prospectus, or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Participant, furnished to the Issuer by or on behalf of such Participant, specifically for use therein; and subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses incurred by the Issuer, the Guarantors or any such director, officer or controlling person in connection with investigating or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action in respect thereof. The indemnity provided for in this Section 8 will be in addition to any liability that the Participants may otherwise have to the indemnified parties. The Participants shall not be liable under this Section 8 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Participants, which consent shall not be unreasonably withheld. The Issuer and the Guarantors shall not, without the prior written consent of such Participant, effect any settlement or compromise of any pending or threatened proceeding in respect of which such Participant is or could have been a party, or indemnity could have been sought hereunder by such Participant, unless such settlement (A) includes an unconditional written release of such Participant, in form and substance reasonably satisfactory to such Participant, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of such Participant.

(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party of the commencement thereof in writing; but the omission to so notify the indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party

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other than the indemnification obligation provided in paragraphs (a) and (b) above. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest (based on the advice of counsel to the indemnified person); (ii) such action includes both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded (based on the advice of counsel to the indemnified person) that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. It is understood and agreed that the indemnifying person shall not, in connection with any proceeding or separate but related or substantially similar proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) representing the indemnified parties under paragraph (a) or paragraph (b) of this Section 8, as the case may be, who are parties to such action or actions. Any such separate firm for any Participants shall be designated in writing by Participants who sold a majority in interest of the Registrable Securities and Exchange Securities sold by all such Participants in the case of paragraph (a) of this Section 8 or the Issuer in the case of paragraph (b) of this Section 8. In the event that any Participants are indemnified persons collectively entitled, in connection with a proceeding or separate but related or substantially similar proceedings in a single jurisdiction, to the payment of fees and expenses of a single separate firm under this Section 8(c), and any such Participants cannot agree to a mutually acceptable separate firm to act as counsel thereto, then such separate firm for all such Indemnified Persons shall be designated in writing by Participants who sold a majority in interest of the Registrable Securities and Exchange Securities sold by all such Participants. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include any statement as to, or any admission of, fault, culpability or failure to act by or on behalf of any indemnified party. All fees and expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they are incurred.

(d) After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such

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indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed separate counsel in accordance with the third sentence of paragraph (c) of this Section 8 or (ii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party. After such notice from the indemnifying party to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of such action effected by such indemnified party without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld), unless such indemnified party waived in writing its rights under this Section 8, in which case the indemnified party may effect such a settlement without such consent.

(e) In circumstances in which the indemnity agreement provided for in the preceding paragraphs of this Section 8 is unavailable to, or insufficient to hold harmless, an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) (other than by virtue of the failure of an indemnified party to notify the indemnifying party of its right to indemnification pursuant to paragraph (a) or (b) of this Section 8, where such failure materially prejudices the indemnifying party (through the forfeiture of substantial rights or defenses)), each indemnifying party, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the offering of the Securities or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof). The relative benefits received by the Issuer and the Guarantors on the one hand and such Participant on the other shall be deemed to be in the same proportion that the total net proceeds from the offering (before deducting expenses) of the Securities received by the Issuer bear to the total discounts and commissions received by such Participant in connection with the sale of the Securities (or if such Participant did not receive discounts or commissions, the value or receiving the Securities). The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer on the one hand, or the Participants on the other, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or alleged statement or omission, and any other equitable considerations appropriate in the circumstances. The parties agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the first sentence of this paragraph (e). Notwithstanding any other provision of this paragraph (e), no Participant shall be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation or net proceeds on the sale of Securities received by such Participant in connection with the sale of the Securities, less the aggregate amount of any damages that such Participant has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact, and no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls a Participant within the meaning of Section 15 of the Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Participants, and each director of the Issuer

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and the Guarantors, each officer of the Issuer and the Guarantors and each person, if any, who controls the Issuer and the Guarantors within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Issuer.

9. Rules 144 and 144A

The Issuer covenants and agrees that it will use reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuer is not required to file such reports, the Issuer will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuer further covenants and agrees, for so long as any Registrable Securities remain outstanding that it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) under the Securities Act and Rule 144A unless the Issuer is then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

10. Underwritten Registrations

The Issuer shall not be required to assist in an underwritten offering unless requested by the Holders of a majority in aggregate principal amount of the Registrable Securities. If any of the Registrable Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the Issuer.

No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

11. Miscellaneous

(a) No Inconsistent Agreements. The Issuer has not as of the date hereof, and the Issuer shall not, after the date of this Agreement, enter into any agreement with respect to any of its securities that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Issuer other issued and outstanding securities under any such agreements. The Issuer will not enter into any agreement (other than the Registration Rights Agreement dated as of the date hereof in respect of the Senior Notes) with respect to any of its securities which will grant to any Person piggy-back registration rights with respect to any Registration Statement.

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(b) Adjustments Affecting Registrable Securities. The Issuer shall not, directly or indirectly, take any action with respect to the Registrable Securities as a class that would adversely affect the ability of the Holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement.

(c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than with the prior written consent of (I) the Issuer, and (II) (A) the Holders of not less than a majority in aggregate principal amount of the then outstanding Registrable Securities and (B) in circumstances that would adversely affect the Participating Broker-Dealers, the Participating Broker-Dealers holding not less than a majority in aggregate principal amount of the Exchange Notes held by all Participating Broker-Dealers (and, with respect to the provisions of Section 4 hereof, the written consent of the Market-Maker); provided, however, that Section 8 and this Section 11(c) may not be amended, modified or supplemented without the prior written consent of each Holder and each Participating Broker-Dealer (including any person who was a Holder or Participating Broker-Dealer of Registrable Securities or Exchange Securities, as the case may be, disposed of pursuant to any Registration Statement) affected by any such amendment, modification or supplement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Securities may be given by Holders of at least a majority in aggregate principal amount of the Registrable Securities being sold pursuant to such Registration Statement.

(d) Notices. All notices and other communications (including, without limitation, any notices or other communications to the Trustee) provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, next-day air courier or facsimile:

(i) if to a Holder of the Registrable Securities, any Participating Broker-Dealer or the Market-Maker, at the most current address of such Holder, Participating Broker-Dealer or the Market-Maker, as the case may be, set forth on the records of the registrar under the Indenture, with a copy in like manner to the Initial Purchasers as follows:

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Facsimile No.: (646) 324-7554

Attention: Corporate Finance Department

with a copy to:

Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005

Facsimile No.: (212) 269-5420

Attention: John A. Tripodoro, Esq.

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(ii) if to the Initial Purchasers, at the address specified in Section 11(d)(i);

(iii) if to the Issuer, at the address as follows:

SunGard Data Systems Inc.

Solar Capital Corp.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Facsimile No.: (610) 687-3725

Attention: General Counsel

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Ave.

New York, New York 10017

Facsimile No.: (212) 455-2502

Attention: Edward P. Tolley, III, Esq.

All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier; and upon written confirmation, if sent by facsimile.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address and in the manner specified in such Indenture.

(e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, the Holders and the Participating Broker-Dealers; provided, however, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture.

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK. EACH OF THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY

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IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(i) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(j) Notes Held by the Issuer or Its Affiliates. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Issuer or its affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(k) Third-Party Beneficiaries. Holders of Registrable Securities and Participating Broker-Dealers are intended third-party beneficiaries of this Agreement, and this Agreement may be enforced by such Persons.

(l) Entire Agreement. This Agreement, together with the Purchase Agreement and the Indenture, is intended by the parties as a final and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein and any and all prior oral or written agreements, representations, or warranties, contracts, understandings, correspondence, conversations and memoranda between the Holders on the one hand and the Issuer on the other, or between or among any agents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successors in interest with respect to the subject matter hereof and thereof are merged herein and replaced hereby.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

SOLAR CAPITAL CORP.
By:	/s/    MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	Executive Vice President and Chief Financial Officer

SUNGARD DATA SYSTEMS INC.
By:	/s/    MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	Senior Vice President—Finance and Chief Financial Officer

Signature Page to Registration Rights Agreement

ASC SOFTWARE INC. AUTOMATED SECURITIES CLEARANCE, LTD. BANCWARE, INC. DERIVATECH RISK SOLUTIONS INC. ELINK PROCESSING LLC EXETER EDUCATIONAL MANAGEMENT SYSTEMS, INC. FDP CORP. FINANCIAL DATA PLANNING CORP. HTE - UCS, INC. INFLOW LLC MICROHEDGE INC. PLAID BROTHERS SOFTWARE, INC. PRESCIENT MARKETS INC. PROTEGENT, INC. SUNGARD ADVISOR TECHNOLOGIES INC. SUNGARD ASIA PACIFIC INC. SUNGARD ASSET MANAGEMENT SYSTEMS INC. SUNGARD AVAILABILITY INC. SUNGARD AVAILABILITY SERVICES LP by its general partner Sungard Technology Services Inc. SUNGARD BI-TECH INC. SUNGARD BSR INC. SUNGARD BUSINESS SYSTEMS INC. SUNGARD COLLEGIS INC. SUNGARD COMPUTER SERVICES LLC SUNGARD CORBEL INC. SUNGARD ENERGY SYSTEMS INC. SUNGARD ENFORM CONSULTING INC. SUNGARD EPROCESS INTELLIGENCE INC.
By:	/s/    MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	Assistant Vice President

Signature Page to Registration Rights Agreement

SUNGARD EXPERT SOLUTIONS INC. SUNGARD FINANCIAL SYSTEMS INC. SUNGARD HTE INC. SUNGARD INSURANCE SYSTEMS INC. SUNGARD INVESTMENT PRODUCTS INC. SUNGARD INVESTMENT SYSTEMS INC. SUNGARD KIODEX INC. SUNGARD MARKET DATA SERVICES INC. SUNGARD NETWORK SOLUTIONS INC. SUNGARD PENTAMATION INC. SUNGARD REFERENCE DATA SOLUTIONS INC. SUNGARD SCT INC. SUNGARD SECURITIES FINANCE INC. SUNGARD SECURITIES FINANCE INTERNATIONAL INC. SUNGARD SHAREHOLDER SYSTEMS INC. SUNGARD SYSTEMS INTERNATIONAL INC. SUNGARD TECHNOLOGY SERVICES INC. SUNGARD TRADING SYSTEMS VAR LLC SUNGARD TREASURY SYSTEMS INC. SUNGARD TRUST SYSTEMS INC. SUNGARD WEALTH MANAGEMENT SERVICES, LLC SUNGARD WORKFLOW SOLUTIONS INC. SYSTEMS & COMPUTER TECHNOLOGY CORPORATION TRUST TAX SERVICES OF AMERICA, INC. WALL STREET CONCEPTS INC. WORLD SYSTEMS INC.
By:	/s/    MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	Assistant Vice President

Signature Page to Registration Rights Agreement

ASSENT SOFTWARE LLC DATA TECHNOLOGY SERVICES INC. FINANCIAL TECHNOLOGY SYSTEMS INC. MBM INC. ONLINE SECURITIES PROCESSING INC. PORTFOLIO VENTURES INC. SIS EUROPE HOLDINGS INC. SRS DEVELOPMENT INC. SUNGARD AVAILABILITY SERVICES LTD. SUNGARD CANADA HOLDINGS INC. SUNGARD DEVELOPMENT CORPORATION SUNGARD DIS INC. SUNGARD INVESTMENT VENTURES LLC SUNGARD SAS HOLDINGS INC. SUNGARD SOFTWARE, INC.
By:	/s/    MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	President

Signature Page to Registration Rights Agreement

The foregoing Agreement is hereby confirmed and accepted as of the date first above written.

DEUTSCHE BANK SECURITIES INC. CITIGROUP GLOBAL MARKETS INC. J.P. MORGAN SECURITIES INC.
By:	Deutsche Bank Securities Inc.
By:		/s/    DAN TOSCANO
Name:		Dan Toscano
Title:		Managing Director

By:	/s/    ALICE MURPHY
Name:	Alice Murphy
Title:	Director

For itself, the other Representatives and the other several Initial Purchasers.

Signature Page to Registration Rights Agreement

SCHEDULE I

THE GUARANTORS

ASC SOFTWARE INC. ASSENT SOFTWARE LLC AUTOMATED SECURITIES CLEARANCE, LTD. BANCWARE, INC. DATA TECHNOLOGY SERVICES INC. DERIVATECH RISK SOLUTIONS INC. ELINK PROCESSING LLC EXETER EDUCATIONAL MANAGEMENT SYSTEMS, INC. FDP CORP. FINANCIAL DATA PLANNING CORP. FINANCIAL TECHNOLOGY SYSTEMS INC. HTE - UCS, INC. INFLOW LLC MBM INC. MICROHEDGE INC. ONLINE SECURITIES PROCESSING INC. PLAID BROTHERS SOFTWARE, INC. PORTFOLIO VENTURES INC. PRESCIENT MARKETS INC. PROTEGENT, INC. SIS EUROPE HOLDINGS INC. SRS DEVELOPMENT INC. SUNGARD ADVISOR TECHNOLOGIES INC. SUNGARD ASIA PACIFIC INC. SUNGARD ASSET MANAGEMENT SYSTEMS INC. SUNGARD AVAILABILITY INC. SUNGARD AVAILABILITY SERVICES LP SUNGARD AVAILABILITY SERVICES LTD. SUNGARD BI-TECH INC. SUNGARD BSR INC. SUNGARD BUSINESS SYSTEMS INC. SUNGARD CANADA HOLDINGS INC. SUNGARD COLLEGIS INC. SUNGARD COMPUTER SERVICES LLC SUNGARD CORBEL INC. SUNGARD DEVELOPMENT CORPORATION SUNGARD DIS INC. SUNGARD ENERGY SYSTEMS INC. SUNGARD ENFORM CONSULTING INC. SUNGARD EPROCESS INTELLIGENCE INC. SUNGARD EXPERT SOLUTIONS INC. SUNGARD FINANCIAL SYSTEMS INC. SUNGARD HTE INC. SUNGARD INSURANCE SYSTEMS INC. SUNGARD INVESTMENT PRODUCTS INC. SUNGARD INVESTMENT SYSTEMS INC. SUNGARD INVESTMENT VENTURES LLC SUNGARD KIODEX INC. SUNGARD MARKET DATA SERVICES INC. SUNGARD NETWORK SOLUTIONS INC. SUNGARD PENTAMATION INC. SUNGARD REFERENCE DATA SOLUTIONS INC. SUNGARD SAS HOLDINGS INC. SUNGARD SCT INC. SUNGARD SECURITIES FINANCE INC. SUNGARD SECURITIES FINANCE INTERNATIONAL INC. SUNGARD SHAREHOLDER SYSTEMS INC. SUNGARD SOFTWARE, INC. SUNGARD SYSTEMS INTERNATIONAL INC. SUNGARD TECHNOLOGY SERVICES INC. SUNGARD TRADING SYSTEMS VAR LLC SUNGARD TREASURY SYSTEMS INC. SUNGARD TRUST SYSTEMS INC. SUNGARD WEALTH MANAGEMENT SERVICES, LLC SUNGARD WORKFLOW SOLUTIONS INC. SYSTEMS & COMPUTER TECHNOLOGY CORPORATION TRUST TAX SERVICES OF AMERICA, INC. WALL STREET CONCEPTS INC. WORLD SYSTEMS INC.

EX-10.1

Exhibit 10.1

CREDIT AGREEMENT

Dated as of August 11, 2005

among

SOLAR CAPITAL CORP. and

THE OVERSEAS BORROWERS PARTY HERETO,

as Borrowers,

SUNGARD HOLDCO LLC,

SUNGARD DATA SYSTEMS INC.,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, Swing Line Lender and L/C Issuer,

THE OTHER LENDERS PARTY HERETO,

CITIGROUP GLOBAL MARKETS INC. and

DEUTSCHE BANK SECURITIES INC.,

as Co-Syndication Agents,

and

BARCLAYS BANK PLC and

THE ROYAL BANK OF CANADA,

as Co-Documentation Agents

J.P. MORGAN SECURITIES INC. and

CITIGROUP GLOBAL MARKETS INC.,

as Co-Lead Arrangers,

and

J.P. MORGAN SECURITIES INC.,

CITIGROUP GLOBAL MARKETS INC. and

DEUTSCHE BANK SECURITIES INC.,

as Joint Bookrunners

TABLE OF CONTENTS

	Page
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01. Defined Terms	2
SECTION 1.02. Other Interpretive Provisions	53
SECTION 1.03. Accounting Terms	54
SECTION 1.04. Rounding	54
SECTION 1.05. References to Agreements, Laws, Etc	54
SECTION 1.06. Times of Day	54
SECTION 1.07. Timing of Payment of Performance	55
SECTION 1.08. Currency Equivalents Generally	55
SECTION 1.09. Change of Currency	55
ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS
SECTION 2.01. The Loans	56
SECTION 2.02. Borrowings, Conversions and Continuations of Loans	57
SECTION 2.03. Letters of Credit	59
SECTION 2.04. Swing Line Loans	67
SECTION 2.05. Prepayments	70
SECTION 2.06. Termination or Reduction of Commitments	74
SECTION 2.07. Repayment of Loans	74
SECTION 2.08. Interest	75
SECTION 2.09. Fees	76
SECTION 2.10. Computation of Interest and Fees	76
SECTION 2.11. Evidence of Indebtedness	77
SECTION 2.12. Payments Generally	78
SECTION 2.13. Sharing of Payments	80
SECTION 2.14. Designation of Overseas Revolver Borrower; Termination of Designations	81
SECTION 2.15. Incremental Credit Extensions	81
SECTION 2.16. Overseas Borrower Costs	83
SECTION 2.17. Currency Equivalents	84
ARTICLE III
TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
SECTION 3.01. Taxes	84
SECTION 3.02. Illegality	87
SECTION 3.03. Inability to Determine Rates	87

SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans	87
SECTION 3.05. Funding Losses	89
SECTION 3.06. Matters Applicable to All Requests for Compensation	90
SECTION 3.07. Replacement of Lenders under Certain Circumstances	91
SECTION 3.08. Survival	92
ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
SECTION 4.01. Conditions of Initial Credit Extension	92
SECTION 4.02. Conditions to All Credit Extensions	95
SECTION 4.03. First Credit Extension to an Overseas Revolver Borrower	95
ARTICLE V
REPRESENTATIONS AND WARRANTIES
SECTION 5.01. Existence, Qualification and Power; Compliance with Laws	96
SECTION 5.02. Authorization; No Contravention	96
SECTION 5.03. Governmental Authorization; Other Consents	97
SECTION 5.04. Binding Effect	97
SECTION 5.05. Financial Statements; No Material Adverse Effect	97
SECTION 5.06. Litigation	98
SECTION 5.07. No Default	98
SECTION 5.08. Ownership of Property; Liens	99
SECTION 5.09. Environmental Compliance	99
SECTION 5.10. Taxes	100
SECTION 5.11. ERISA Compliance	100
SECTION 5.12. Subsidiaries; Equity Interests	100
SECTION 5.13. Margin Regulations; Investment Company Act; Public Utility Holding Company Act	101
SECTION 5.14. Disclosure	101
SECTION 5.15. Intellectual Property; Licenses, Etc	101
SECTION 5.16. Solvency	102
SECTION 5.17. Representations and Warranties of Overseas Revolver Borrowers	102
SECTION 5.18. Subordination of Junior Financing	102
SECTION 5.19. Labor Matters	102
ARTICLE VI
AFFIRMATIVE COVENANTS
SECTION 6.01. Financial Statements	102

ii

SECTION 6.02. Certificates; Other Information	104
SECTION 6.03. Notices	105
SECTION 6.04. Payment of Obligations	106
SECTION 6.05. Preservation of Existence, Etc	106
SECTION 6.06. Maintenance of Properties	106
SECTION 6.07. Maintenance of Insurance	106
SECTION 6.08. Compliance with Laws	107
SECTION 6.09. Books and Records	107
SECTION 6.10. Inspection Rights	107
SECTION 6.11. Covenant to Guarantee Obligations and Give Security	107
SECTION 6.12. Compliance with Environmental Laws	110
SECTION 6.13. Further Assurances and Post-Closing Conditions	110
SECTION 6.14. Ownership of Overseas Borrowers	112
SECTION 6.15. Designation of Subsidiaries	112
ARTICLE VII
NEGATIVE COVENANTS
SECTION 7.01. Liens	113
SECTION 7.02. Investments	116
SECTION 7.03. Indebtedness	119
SECTION 7.04. Fundamental Changes	123
SECTION 7.05. Dispositions	124
SECTION 7.06. Restricted Payments	126
SECTION 7.07. Change in Nature of Business	129
SECTION 7.08. Transactions with Affiliates	129
SECTION 7.09. Burdensome Agreements	129
SECTION 7.10. Use of Proceeds	130
SECTION 7.11. Financial Covenants	130
SECTION 7.12. Accounting Changes	131
SECTION 7.13. Prepayments, Etc. of Indebtedness	131
SECTION 7.14. Equity Interests of the Company and Restricted Subsidiaries	132
SECTION 7.15. Holding Company	132
SECTION 7.16. Capital Expenditures.	132
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
SECTION 8.01. Events of Default	133
SECTION 8.02. Remedies Upon Event of Default	136
SECTION 8.03. Exclusion of Immaterial Subsidiaries	136
SECTION 8.04. Application of Funds	137
SECTION 8.05. Company’s Right to Cure	138
SECTION 8.06. CAM Exchange	138

iii

ARTICLE IX
ADMINISTRATIVE AGENT AND OTHER AGENTS
SECTION 9.01. Appointment and Authorization of Agents	139
SECTION 9.02. Delegation of Duties	140
SECTION 9.03. Liability of Agents	141
SECTION 9.04. Reliance by Agents	141
SECTION 9.05. Notice of Default	142
SECTION 9.06. Credit Decision; Disclosure of Information by Agents	142
SECTION 9.07. Indemnification of Agents	143
SECTION 9.08. Agents in their Individual Capacities	143
SECTION 9.09. Successor Agents	143
SECTION 9.10. Administrative Agent May File Proofs of Claim	144
SECTION 9.11. Collateral and Guaranty Matters	145
SECTION 9.12. Other Agents; Arrangers and Managers	146
SECTION 9.13. Appointment of Supplemental Administrative Agents	146
ARTICLE X
MISCELLANEOUS
SECTION 10.01. Amendments, Etc	147
SECTION 10.02. Notices and Other Communications; Facsimile Copies	150
SECTION 10.03. No Waiver; Cumulative Remedies	151
SECTION 10.04. Attorney Costs, Expenses and Taxes	151
SECTION 10.05. Indemnification by the Company	152
SECTION 10.06. Payments Set Aside	153
SECTION 10.07. Successors and Assigns	153
SECTION 10.08. Confidentiality	157
SECTION 10.09. Setoff	158
SECTION 10.10. Interest Rate Limitation	159
SECTION 10.11. Counterparts	159
SECTION 10.12. Integration	159
SECTION 10.13. Survival of Representations and Warranties	159
SECTION 10.14. Severability	160
SECTION 10.15. Tax Forms	160
SECTION 10.16. Governing Law	162
SECTION 10.17. Waiver of Right to Trial by Jury	162
SECTION 10.18. Binding Effect	163
SECTION 10.19. Judgment Currency	163
SECTION 10.20. Lender Action	163
SECTION 10.21. USA PATRIOT Act	164
SECTION 10.22. Agent for Service of Process	164
SECTION 10.23. Effectiveness of the Merger	164

iv

SCHEDULES
I	Guarantors
1.01A	Material Leased Property
1.01B	Certain Security Interests and Guarantees
1.01C	Unrestricted Subsidiaries
1.01D	Mandatory Cost Formulae
1.01E	Existing Letters of Credit
1.01F	Mortgaged Properties
1.01G	Excluded Subsidiary
1.01H	Foreign Subsidiary
2.01	Commitments
5.05	Certain Liabilities
5.09	Environmental Matters
5.10	Taxes
5.11	ERISA Compliance
5.12	Subsidiaries and Other Equity Investments
7.01(b)	Existing Liens
7.02(f)	Existing Investments
7.03(b)	Existing Indebtedness
7.05(l)	Dispositions
7.08	Transactions with Affiliates
7.09	Existing Restrictions
10.02	Administrative Agent’s Office, Certain Addresses for Notices
EXHIBITS
Form of
A	Committed Loan Notice
B	Swing Line Loan Notice
C-1	U.S. Term Note
C-2	U.K. Term Note
C-3	Euro Term Note
C-4	Revolving Credit Note
D	Compliance Certificate
E	Assignment and Assumption
F-1	Holdings Guaranty
F-2	U.S. Subsidiary Guaranty
F-3	Overseas Subsidiary Guaranty
F-4	Company Guaranty
G	Security Agreement
H	Mortgage
I	Collateral Assignment
J	Election to Participate
K	Election to Terminate
L	Opinion Matters — Counsel to Loan Parties
M	Intellectual Property Security Agreement

v

CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as of August 11, 2005, among SOLAR CAPITAL CORP., a Delaware corporation (to be merged with and into SunGard (as defined herein), the “Company”), the Overseas Borrowers from time to time party hereto, SUNGARD HOLDCO LLC, a Delaware limited liability company (“Holdings”), SUNGARD DATA SYSTEMS INC., a Delaware corporation (“SunGard”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CITIGROUP GLOBAL MARKETS INC. and DEUTSCHE BANK SECURITIES INC., as Co-Syndication Agents, and BARCLAYS BANK PLC and THE ROYAL BANK OF CANADA, as Co-Documentation Agents.

PRELIMINARY STATEMENTS

Pursuant to the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Solar Capital Corp. shall be merged with SunGard, with SunGard as the surviving corporation (the “Merger”).

The Company has requested that simultaneously with the consummation of the Merger, the Lenders extend credit to the Company and the Overseas Borrowers in the form of (i) Term Loans in an initial aggregate Dollar Amount of $4,000,000,000 and (ii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $1,000,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time.

The proceeds of the Term Loans and the Revolving Credit Loans made on the Closing Date, together with the proceeds of (i) the issuance of the New Notes, (ii) the funding of the Receivables Facility on the Closing Date and (iii) the Equity Contribution, will be used to finance the Debt Prepayment and the repayment of certain other existing Indebtedness of the Company and its Subsidiaries and pay the Merger Consideration and the Transaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Company and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Company and its Subsidiaries.

The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

Definitions and Accounting Terms

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquired EBITDA” means, with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business (determined as if references to the Company and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Acquired Entity or Business and its Subsidiaries), all as determined on a consolidated basis for such Acquired Entity or Business.

“Acquired Entity or Business” has the meaning set forth in the definition of the term “Consolidated EBITDA”.

“Act” has the meaning set forth in Section 10.21.

“Additional Lender” has the meaning set forth in Section 2.15(a).

“Administrative Agent” means JPMorgan Chase Bank, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify the Company and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

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“Agents” means, collectively, the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents and the Supplemental Administrative Agents (if any).

“Aggregate Commitments” means the Commitments of all the Lenders.

“Aggregate Credit Exposures” means, at any time, the sum of (a) the unused portion of each Revolving Credit Commitment then in effect, (b) the unused portion of each U.S. Term Commitment then in effect, (c) the unused portion of each U.K. Term Commitment then in effect and (d) the Total Outstandings at such time.

“Agreement” means this Credit Agreement.

“Agreement Currency” has the meaning specified in Section 10.19.

“Alternative Currency” means Sterling or Euros.

“Alternative Currency Letter of Credit” means a Letter of Credit denominated in an Alternative Currency.

“Alternative Currency Loan” means a Loan that is a Eurocurrency Rate Loan and that is made in an Alternative Currency pursuant to the applicable Committed Loan Notice.

“Alternative Currency Revolving Credit Borrowing” means a borrowing consisting of simultaneous Alternative Currency Revolving Credit Loans of the same Type and having the same Interest Period made by each of the Multicurrency Revolving Credit Lenders pursuant to Section 2.01(d).

“Alternative Currency Revolving Credit Exposure” means, as to each Multicurrency Revolving Credit Lender, the sum of the outstanding principal amount of such Multicurrency Revolving Credit Lender’s Alternative Currency Revolving Credit Loans and its Pro Rata Share of the L/C Obligations at such time.

“Alternative Currency Revolving Credit Facility” means, at any time, the aggregate Dollar Amount of the Multicurrency Revolving Credit Commitments at such time. The Alternative Currency Revolving Credit Facility is part of, and not in addition to, the Revolving Credit Facility.

“Alternative Currency Revolving Credit Loan” has the meaning specified in Section 2.01(d).

“Alternative Currency Sublimit” means an amount equal to the lesser of (a) $500,000,000 and (b) the aggregate Dollar Amount of the Multicurrency Revolving Credit Commitments. The Alternative Currency Sublimit is part of, and not in addition to, the Revolving Credit Facility.

3

“Applicable Rate” means a percentage per annum equal to:

(a) with respect to Term Loans, (i) for Eurocurrency Rate Loans, 2.50% and (ii) for Base Rate Loans, 1.50%.

(b) with respect to Revolving Credit Loans, unused Revolving Credit Commitments and Letter of Credit fees, (i) until delivery of financial statements for the first full fiscal quarter commencing on or after the Closing Date pursuant to Section 6.01, (A) for Eurocurrency Rate Loans, 2.50%, (B) for Base Rate Loans, 1.50%, (C) for Letter of Credit fees, 2.50% less the fronting fee payable in respect of the applicable Letter of Credit and (D) for commitment fees, 0.50% and (ii) thereafter, the following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

Applicable Rate
Pricing Level	Total Leverage Ratio	Eurocurrency Rate and Letter of Credit Fees		Base Rate		Commitment Fee Rate
1	<4.5:1	1.50	%	0.50	%	0.375	%
2	>4.5:1 but <5.0:1	1.75	%	0.75	%	0.375	%
3	>5.0:1 but <5.5:1	2.00	%	1.00	%	0.50	%
4	>5.5:1 but <6.0:1	2.25	%	1.25	%	0.50	%
5	>6.0:1	2.50	%	1.50	%	0.50	%

Any increase or decrease in the Applicable Rate resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided that at the option of the Administrative Agent or the Required Lenders, the highest Pricing Level shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section 8.01(a) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply).

“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) with respect to any Letters of Credit issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

4

“Approved Bank” has the meaning specified in clause (c) of the definition of “Cash Equivalents”.

“Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Arrangers” means J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., each in its capacity as a Joint Bookrunner and, in the case of J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., a Co-Lead Arranger under this Agreement.

“Assignees” has the meaning specified in Section 10.07(b).

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E.

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

“Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Audited Financial Statements” means the audited consolidated balance sheets of SunGard and its Subsidiaries as of each of December 31, 2004, 2003 and 2002, and the related audited consolidated statements of income, stockholders’ equity and cash flows for SunGard and its Subsidiaries for the fiscal years ended December 31, 2004, 2003 and 2002, respectively.

“Auto-Renewal Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by JPMorgan Chase Bank as its “prime rate.” The “prime rate” is a rate set by JPMorgan Chase Bank based upon various factors including JPMorgan Chase Bank costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by JPMorgan Chase Bank shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower Parties” means the collective reference to the Company and the Restricted Subsidiaries, and “Borrower Party” means any one of them.

5

“Borrowers” means the Company and the Overseas Borrowers.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing, or a Term Borrowing, as the context may require.

“Broker-Dealer Facility” means the overnight credit facilities of the Broker-Dealer Subsidiaries.

“Broker-Dealer Liens” means Liens on the Equity Interests owned by any Broker-Dealer Subsidiary or any person that is not an Affiliate of the Company.

“Broker-Dealer Subsidiaries” means the Subsidiaries that are principally engaged in the business of providing broker-dealer services.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and:

(a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;

(b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euros, any fundings, disbursements, settlements and payments in Euros in respect of any such Eurocurrency Rate Loan, or any other dealings in Euros to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day; and

(c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Sterling, any fundings, disbursements, settlements and payments in Sterling in respect of any such Eurocurrency Rate Loan, or any other dealings in Sterling to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Sterling are conducted by and between banks in the London interbank eurodollar market.

“CAM” means the mechanism for the allocation and exchange of interests in Loans and other Credit Extensions under this Agreement and collections thereunder established in Section 8.06.

“CAM Exchange” means the exchange of the Lenders’ interests provided for in Section 8.06.

6

“CAM Exchange Date” means the date on which any Event of Default referred to in Section 8.01(f) shall occur or the date on which the Company receives written notice from the Administrative Agent that any Event of Default referred to in Section 8.01(g) has occurred.

“CAM Percentage” means, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Dollar Amount of the Designated Obligations owed to such Lender (whether or not at the time due and payable) immediately prior to the CAM Exchange Date and (b) the denominator shall be the aggregate amount of the Designated Obligations owed to all the Lenders (whether or not at the time due and payable) immediately prior to the CAM Exchange Date.

“Capital Expenditures” means, for any period, the aggregate of (a) all expenditures (whether paid in cash or accrued as liabilities) by the Company and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of the Company and the Restricted Subsidiaries, (b) all Capitalized Software Expenditures for such period and (c) the value of all assets under Capitalized Leases incurred by the Company and the Restricted Subsidiaries during such period; provided that the term “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) the purchase of plant, property or equipment or software to the extent financed with the proceeds of Dispositions that are not required to be applied to prepay Term Loans pursuant to Section 2.05(b), (iv) expenditures that constitute any part of Consolidated Lease Expense, (v) expenditures that are accounted for as capital expenditures by the Company or any Restricted Subsidiary and that actually are paid for by a Person other than the Company or any Restricted Subsidiary and for which neither the Company nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period), (vi) the book value of any asset owned by the Company or any Restricted Subsidiary prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period, provided that (x) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally acquired, or (vii) expenditures that constitute Permitted Acquisitions.

7

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

“Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by the Company and the Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of the Company and the Restricted Subsidiaries.

“Cash Collateral” has the meaning specified in Section 2.03(g).

“Cash Collateral Account” means a blocked account at JPMorgan Chase Bank (or another commercial bank selected in compliance with Section 9.09) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.

“Cash Collateralize” has the meaning specified in Section 2.03(g).

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Company or any Restricted Subsidiary:

(a) Dollars, Euros or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

(b) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the European Union, having average maturities of not more than 12 months from the date of acquisition thereof; provided that the full faith and credit of the United States or a member nation of the European Union is pledged in support thereof;

(c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is a Lender or (ii) (A) is organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development, and is a member of the Federal Reserve System, and (B) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses (i) or (ii) being an “Approved Bank”), in each case with average maturities of not more than 12 months from the date of acquisition thereof;

8

(d) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 12 months from the date of acquisition thereof;

(e) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the European Union, in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(f) securities with average maturities of 12 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);

(g) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;

(h) instruments equivalent to those referred to in clauses (a) through (g) above denominated in Euros or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction; and

(i) Investments, classified in accordance with GAAP as current assets of the Company or any Restricted Subsidiary, in money market investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such investments are of the character, quality and maturity described in clauses (a) through (h) of this definition.

“Cash Management Obligations” means obligations owed by Holdings, the Company or any Restricted Subsidiary to any Lender or any Affiliate of a Lender in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds.

9

“Casualty Event” means any event that gives rise to the receipt by Holdings, the Company or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as subsequently amended.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“Change of Control” means the earliest to occur of (a) the Permitted Holders ceasing to have the power, directly or indirectly, to vote or direct the voting of securities having a majority of the ordinary voting power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if,

(i) any time prior to the consummation of a Qualifying IPO, and for any reason whatsoever, (A) the Permitted Holders otherwise have the right, directly or indirectly, to designate (and do so designate) a majority of the board of directors of Holdings or (B) the Permitted Holders own, directly or indirectly, of record and beneficially an amount of common stock of Holdings equal to an amount more than fifty percent (50%) of the amount of common stock of Holdings owned, directly or indirectly, by the Permitted Holders of record and beneficially as of the Closing Date and such ownership by the Permitted Holders represents the largest single block of voting securities of Holdings held by any Person or related group for purposes of Section 13(d) of the Exchange Act, or

(ii) at any time after the consummation of a Qualifying IPO, and for any reason whatsoever, (A) no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), excluding the Permitted Holders, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of more than the greater of (x) thirty-five percent (35%) of the shares outstanding of Holdings and (y) the percentage of the then outstanding voting stock of Holdings owned, directly or indirectly, beneficially by the Permitted Holders, and (B) during each period of twelve (12) consecutive months, the board of directors of Holdings shall consist of a majority of the Continuing Directors; or

(b) any “Change of Control” (or any comparable term) in any document pertaining to the Existing Notes, the New Notes or any Junior Financing with an aggregate outstanding principal amount in excess of the Threshold Amount; or

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(c) at any time prior to a Qualifying IPO of the Company, the Company ceasing to be a directly or indirectly wholly owned Subsidiary of Holdings.

“Class” (a) when used with respect to Lenders, refers to whether such Lenders are Dollar Revolving Credit Lenders, Multicurrency Revolving Credit Lenders, U.S. Term Lenders, U.K. Term Lenders or Euro Term Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Dollar Revolving Credit Commitments, Multicurrency Revolving Credit Commitments, U.S. Term Commitments, U.K. Term Commitments or Euro Term Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Dollar Revolving Credit Loans, Alternative Currency Revolving Credit Loans, U.S. Term Loans, U.K. Term Loans or Euro Term Loans.

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 4.01.

“Code” means the U.S. Internal Revenue Code of 1986 and rules and regulations related thereto.

“Co-Documentation Agent” means Barclays Bank PLC and The Royal Bank of Canada, as Co-Documentation Agents under this Agreement.

“Co-Syndication Agents” means Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as Co-Syndication Agents under this Agreement.

“Collateral” means all the “Collateral” as defined in any Collateral Document and shall include the Mortgaged Properties.

“Collateral Agent” means JPMorgan Chase Bank, in its capacity as collateral agent under any of the Loan Documents, or any successor administrative agent.

“Collateral and Guarantee Requirement” means, at any time, the requirement that:

(a) the Administrative Agent shall have received each Collateral Document required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) or pursuant to Section 6.11 at such time, duly executed by each Loan Party thereto;

(b) all Obligations shall have been unconditionally guaranteed (the “U.S. Guarantees”) by Holdings, the Company (in the case of Obligations of the Overseas Borrowers) and each Restricted Subsidiary that is a Domestic Subsidiary and not an Excluded Subsidiary (each, a “U.S. Guarantor”);

(c) all Obligations, if any, of the Overseas Revolver Borrowers (the “Overseas Revolving Obligations”) shall have been unconditionally guaranteed (the “Overseas Guarantees” and, together with the U.S. Guarantees, the “Guarantees”) by each Qualified Foreign Subsidiary that is not an Excluded Subsidiary (each, an “Overseas Guarantor” and, together with the U.S. Guarantors, the Guarantors”) prior to, or concurrently with, the delivery of an Election to Participate by any Overseas Revolver Borrower;

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(d) all guarantees issued or to be issued in respect of the Senior Subordinated Notes (i) shall be subordinated to the U.S. Guarantees to the same extent that the Senior Subordinated Notes are subordinated to the Obligations and (ii) shall provide for their automatic release upon a release of the corresponding U.S. Guarantee;

(e) the Obligations and the U.S. Guarantees shall have been secured by a first-priority security interest in (i) all the Equity Interests of the Company and (ii) to the extent that it does not give rise to additional Subsidiary reporting requirements under Rule 3-16 of Regulation S-X promulgated under the Exchange Act, all Equity Interests (other than Equity Interests of Unrestricted Subsidiaries and any Equity Interest of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g)) of each wholly owned Subsidiary directly owned by any U.S. Guarantor; provided that pledges of Equity Interests of each Foreign Subsidiary shall be limited to 65% of the issued and outstanding Equity Interests of such Foreign Subsidiary at any time;

(f) except to the extent otherwise permitted hereunder or under any Collateral Document, the Obligations and the U.S. Guarantees shall have been secured by a security interest in, and mortgages on, substantially all tangible and intangible assets of Holdings, the Company and each other U.S. Guarantor (including accounts (other than deposit accounts or other bank or securities accounts and accounts receivable and related assets subject to the Receivables Facility), inventory, equipment, investment property, contract rights, intellectual property, other general intangibles, owned and leased real property and proceeds of the foregoing), in each case, with the priority required by the Collateral Documents; provided that security interests in real property shall be limited to the Mortgaged Properties;

(g) to the extent that it does not give rise to additional Subsidiary reporting requirements under Rule 3-16 of Regulation S-X promulgated under the Exchange Act or any obligation of a Foreign Subsidiary to grant any Pari Passu Lien, the Overseas Revolving Obligations shall have been secured by a first-priority security interest in all Equity Interests of each Overseas Guarantor (to the extent not pledged pursuant to the preceding clause (e));

(h) except to the extent otherwise permitted hereunder or under any Collateral Document, on or prior to the date any Overseas Revolver Borrower delivers an Election to Participate, the Overseas Revolving Obligations shall have been secured by a security interest, and mortgages on, substantially all tangible and intangible assets of each Overseas Guarantor (including accounts (other than deposit accounts or other bank or securities accounts), inventory, equipment, investment property, contract rights, intellectual property, other general intangibles, owned and leased real property and proceeds of the foregoing), in each case (i) with the priority required by the Collateral Documents and (ii) to the extent permitted by applicable Laws and provided that it would not result in material adverse tax consequences to Holdings and its Subsidiaries or give rise to any obligation to grant any Pari Passu Lien;

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(i) none of the Collateral shall be subject to any Liens other than Liens permitted by Section 7.01; and

(j) the Collateral Agent shall have received (i) counterparts of a Mortgage or Collateral Assignment, as applicable, with respect to each owned or leased property described on Schedule 1.01F hereto or required to be delivered pursuant to Section 6.11 (the “Mortgaged Properties”) duly executed and delivered by the record owner of such property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid Lien on the property described therein, free of any other Liens except as expressly permitted by Section 7.01, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request, and (iii) such existing surveys, existing abstracts, existing appraisals, legal opinions and other documents as the Administrative Agent may reasonably request with respect to any such Mortgaged Property.

The foregoing definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Company), the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom. The Administrative Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Company, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, (a) with respect to leases of real property entered into by the Company or any other Guarantor prior to the Closing Date, the Company shall not be required to take any action with respect to creation or perfection of security interests with respect to such leases prior to the Closing Date and (b) Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the Closing Date and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the Company.

“Collateral Assignment” means a Collateral Assignment, substantially in the form of Exhibit I.

“Collateral Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreement, the Mortgages, each of the mortgages, collateral assignments, Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent and the

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Lenders pursuant to Section 6.11 or Section 6.13, the Guaranty and each of the other agreements, instruments or documents that creates or purports to create a Lien or Guarantee in favor of the Administrative Agent for the benefit of the Secured Parties.

“Commitment” means a U.S. Term Commitment, a U.K. Term Commitment or a Revolving Credit Commitment, as the context may require.

“Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Company” has the meaning specified in the introductory paragraph to this Agreement and includes the surviving company of the merger between Solar Capital Corp. and SunGard to be consummated on the Closing Date.

“Company Guaranty” means the Company Guaranty made by the Company in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F-4.

“Compensation Period” has the meaning specified in Section 2.12(c)(ii).

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period, plus:

(a) without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i) total interest expense (other than any portion thereof related to (A) the Receivables Facility and (B) the Broker-Dealer Facility to the extent the aggregate principal amount of Indebtedness incurred under the Broker-Dealer Facility is not in excess of $20,000,000) and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds in connection with financing activities,

(ii) provision for taxes based on income, profits or capital of the Company and the Restricted Subsidiaries, including state, franchise and similar taxes (such as the Pennsylvania capital tax) and foreign withholding taxes paid or accrued during such period,

(iii) depreciation and amortization (including amortization of Capitalized Software Expenditures),

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(iv) Non-Cash Charges,

(v) extraordinary losses and unusual or non-recurring charges, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans,

(vi) restructuring charges or reserves (including restructuring costs related to acquisitions after the date hereof and to closure/consolidation of facilities),

(vii) any deductions attributable to minority interests,

(viii) the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsors,

(ix) any costs or expenses incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Equity Interests of the Company (other than Disqualified Equity Interests); and

(x) the amount of net cost savings projected by the Company in good faith to be realized as a result of specified actions taken during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions, provided that (A) such cost savings are reasonably identifiable and factually supportable, (B) such actions are taken within 36 months after the Closing Date, (C) no cost savings shall be added pursuant to this clause (x) to the extent duplicative of any expenses or charges relating to such cost savings that are included in clause (vi) above with respect to such period and (D) the aggregate amount of cost savings added pursuant to this clause (x) shall not exceed $100,000,000 for any period consisting of four consecutive quarters, less

(b) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i) extraordinary gains and unusual or non-recurring gains,

(ii) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period),

(iii) gains on asset sales (other than asset sales in the ordinary course of business),

(iv) any net after-tax income from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments, and

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(v) all gains from investments recorded using the equity method,

in each case, as determined on a consolidated basis for the Company and the Restricted Subsidiaries in accordance with GAAP; provided that, to the extent included in Consolidated Net Income,

(i) there shall be excluded in determining Consolidated EBITDA currency translation gains and losses related to currency remeasurements of Indebtedness (including the net loss or gain resulting from Swap Contracts for currency exchange risk),

(ii) there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of Statement of Financial Accounting Standards No. 133, and

(iii) there shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Company or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Company or such Restricted Subsidiary (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”), based on the actual Acquired EBITDA of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition” and Section 7.11, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent and (C) for purposes of determining the Total Leverage Ratio or Interest Coverage Ratio only, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the Company or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or disposition).

For the purpose of the definition of Consolidated EBITDA, “Non-Cash Charges” means (a) losses on asset sales, disposals or abandonments, (b) any impairment charge or asset write-off related to intangible assets, long-lived assets, and investments in debt and equity securities pursuant to GAAP, (c) all losses from investments recorded using the equity method, (d) stock-based awards compensation expense, and (e) other non-cash charges (provided that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

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“Consolidated Interest Expense” means, for any period, the sum of (i) the cash interest expense (including that attributable to Capitalized Leases), net of cash interest income, of the Company and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, with respect to all outstanding Indebtedness of the Company and the Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Contracts, (ii) any cash payments made during such period in respect of obligations referred to in clause (b) below relating to Funded Debt that were amortized or accrued in a previous period (other than any such obligations resulting from the discounting of Indebtedness in connection with the application of purchase accounting in connection with the Transaction or any Permitted Acquisition) and (iii) from and after the date that a Holdings Restricted Payments Election is made, the amount of all Restricted Payments from the Company to Holdings used to fund cash interest payments by Holdings, but excluding, however, (a) amortization of deferred financing costs and any other amounts of non-cash interest, (b) the accretion or accrual of discounted liabilities during such period, (c) commissions, discounts, yield and other fees and charges (including any interest expense) incurred in connection with (i) the Receivables Facility and (ii) the Broker-Dealer Facility to the extent the aggregate principal amount of Indebtedness incurred under the Broker-Dealer Facility is not in excess of $20,000,000 and (d) all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing fees, all as calculated on a consolidated basis in accordance with GAAP; provided that for purposes of the definition of the term “Permitted Acquisition” and Section 7.11, there shall be included in determining Consolidated Interest Expense for any period the cash interest expense (or income) of any Acquired Entity or Business acquired during such period, based on the cash interest expense (or income) of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) assuming any Indebtedness incurred or repaid in connection with any such acquisition had been incurred or prepaid on the first day of such period. Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated Interest Expense for any period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be an amount equal to actual Consolidated Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Closing Date through the date of determination.

“Consolidated Lease Expense” means, for any period, all rental expenses of the Company and the Restricted Subsidiaries during such period under operating leases for real or personal property (including in connection with sale-leaseback transactions permitted by Section 7.05(f)), excluding real estate taxes, insurance costs and common area maintenance charges and net of sublease income, other than (a) obligations under vehicle leases entered into in the ordinary course of business, (b) all such rental expenses associated with assets acquired pursuant to a Permitted Acquisition to the extent such rental expenses relate to operating leases in effect at the time of (and immediately prior

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to) such acquisition and related to periods prior to such acquisition and (c) all obligations under Capitalized Leases, all as determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” means, for any period, the net income (loss) of the Company and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication, (a) extraordinary items for such period, (b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income, (c) in the case of any period that includes a period ending prior to or during the fiscal year ending December 31, 2005, Transaction Expenses, (d) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, (e) any income (loss) for such period attributable to the early extinguishment of Indebtedness and (f) accruals and reserves that are established within twelve months after the Closing Date that are so required to be established as a result of the Transaction in accordance with GAAP. There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments to property and equipment, software and other intangible assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings, the Company and the Restricted Subsidiaries), as a result of the Transaction, any acquisition consummated prior to the Closing Date, any Permitted Acquisitions, or the amortization or write-off of any amounts thereof.

“Consolidated Total Debt” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of the Company and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transaction or any Permitted Acquisition), consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes or similar instruments (and excluding, for the avoidance of doubt, all Indebtedness outstanding under or in respect of the (i) Receivables Facility and (ii) the Broker-Dealer Facility to the extent the aggregate principal amount of Indebtedness incurred under the Broker-Dealer Facility is not in excess of $20,000,000), minus (b) the aggregate amount of cash and Cash Equivalents (in each case, free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(s) and clauses (i) and (ii) of Section 7.01(u)) in excess of $50,000,000 included in the consolidated balance sheet of the Company and the Restricted Subsidiaries as of such date.

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“Consolidated Working Capital” means, at any date, the excess of (a) the sum of all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Company and the Restricted Subsidiaries at such date over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Company and the Restricted Subsidiaries on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans and L/C Obligations to the extent otherwise included therein, (iii) the current portion of interest and (iv) the current portion of current and deferred income taxes.

“Continuing Directors” means the directors of Holdings on the Closing Date, as elected or appointed after giving effect to the Merger and the other transactions contemplated hereby, and each other director, if, in each case, such other directors’ nomination for election to the board of directors of Holdings (or the Company after a Qualifying IPO of the Company) is recommended by a majority of the then Continuing Directors or such other director receives the vote of the Permitted Holders in his or her election by the stockholders of Holdings (or the Company after a Qualifying IPO of the Company).

“Contract Consideration” has the meaning set forth in the definition of “Excess Cash Flow”.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning specified in the definition of “Affiliate.”

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Cumulative Excess Cash Flow” has the meaning specified in Section 7.06(i).

“Debt Issuance” means the issuance by any Person and its Subsidiaries of any Indebtedness for borrowed money.

“Debt Prepayment” means the prepayment by the Company on the Closing Date of any Indebtedness outstanding under the Existing Credit Agreement.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (including, in the case of Loan Parties incorporated or organized in England or Wales, administration, administrative receivership, voluntary arrangement and schemes of arrangement).

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“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate and any Mandatory Cost) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the U.S. Term Loans, U.K. Term Loans, Euro Term Loans, Revolving Credit Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one (1) Business Day of the date required to be funded by it hereunder, unless the subject of a good faith dispute or subsequently cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute or subsequently cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with a Disposition pursuant to Section 7.05(k) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition).

“Designated Obligations” means all obligations of the Borrowers with respect to (a) principal of and interest on the Loans, (b) Unreimbursed Amounts and interest thereon and (c) accrued and unpaid fees under the Loan Documents.

“Disposed EBITDA” means, with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business (determined as if references to the Company and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Sold Entity or Business and its Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by Holdings of any of its Equity Interests to another Person.

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“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans.

“Dollar” and “$” mean lawful money of the United States.

“Dollar Amount” means, at any time:

(a) with respect to any Loan denominated in Dollars (including, with respect to any Swing Line Loan, any funded participation therein), the principal amount thereof then outstanding (or in which such participation is held);

(b) with respect to any Alternative Currency Loan, the principal amount thereof then outstanding in the relevant Alternative Currency, converted to Dollars in accordance with Section 1.08 and Section 2.17(a); and

(c) with respect to any L/C Obligation (or any risk participation therein), (A) if denominated in Dollars, the amount thereof and (B) if denominated in an Alternative Currency, the amount thereof converted to Dollars in accordance with Section 1.08 and Section 2.17(b).

“Dollar Letter of Credit” means a Letter of Credit denominated in Dollars.

“Dollar Revolving Credit Borrowing” means a borrowing consisting of simultaneous Dollar Revolving Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(d).

“Dollar Revolving Credit Commitment” means, as to each Dollar Revolving Credit Lender, its obligation to (a) make Dollar Revolving Credit Loans to the Borrowers pursuant to Section 2.01(d), (b) purchase participations in L/C Obligations in respect of Dollar Letters of Credit and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount

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set forth, and opposite such Lender’s name on Schedule 2.01 under the caption “Dollar Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Dollar Revolving Credit Commitments of all Dollar Revolving Credit Lenders shall be $500,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“Dollar Revolving Credit Exposure” means, as to each Revolving Credit Lender, the sum of the outstanding principal amount of such Revolving Credit Lender’s Dollar Revolving Credit Loans and its Pro Rata Share of the L/C Obligations and the Swing Line Obligations at such time.

“Dollar Revolving Credit Lender” means, at any time, any Lender that has a Dollar Revolving Credit Commitment at such time.

“Dollar Revolving Credit Loan” has the meaning specified in Section 2.01(d).

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

“Election to Participate” means an Election to Participate substantially in the form of Exhibit J. hereto.

“Election to Terminate” means an Election to Terminate substantially in the form of Exhibit K hereto.

“Eligible Assignee” means any Assignee permitted by and consented to in accordance with Section 10.07(b).

“EMU” means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the environment, natural resources, or, to the extent relating to exposure to Hazardous Materials, human health or to the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

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“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Contributions” means, collectively, (a) the contribution by the Equity Investors of an aggregate amount of cash (together with the aggregate value of options to purchase Equity Interests of the Company held by Management Stockholders that are rolled over in connection with the Transactions) of not less than $3,000,000,000 to Solar Capital Corp., Holdings or one or more direct or indirect holding company parents of Holdings, and (b) the further contribution to the Company of any portion of such cash contribution proceeds not directly received by the Company or used by Holdings to pay Transaction Expenses.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“Equity Investors” means the Sponsors and the Management Stockholders.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with any Loan Party within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to

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terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate.

“Euro” and “EUR” means the lawful currency of the Participating Member States introduced in accordance with EMU Legislation.

“Euro Term Borrower” means SunGard UK Holdings Limited.

“Euro Term Commitment” means, as to each Euro Term Lender, its obligation to make a Euro Term Loan to the Euro Term Borrower pursuant to Section 2.01(c) in an aggregate Dollar Amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01(c) under the caption “Euro Term Commitment” or in the Assignment and Assumption pursuant to which such Euro Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Euro Term Commitments is $165,000,000.

“Euro Term Lender” means, at any time, any Lender that has a Euro Term Commitment or a Euro Term Loan at such time.

“Euro Term Loan” means a Loan made pursuant to Section 2.01(c).

“EuroTerm Note” means a promissory note of the Euro Term Borrower payable to any Euro Term Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto, evidencing the aggregate Indebtedness of the Euro Term Borrower to such Euro Term Lender resulting from the Euro Term Loans made by such Euro Term Lender.

“Eurocurrency Rate” means, for any Interest Period with respect to any Eurocurrency Rate Loan:

(a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the Dow Jones Market screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars or the relevant Alternative Currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the London Interbank Market for deposits of amounts in the relevant currency for delivery on the first day of such Interest Period, or

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(b) if the rate referenced in the preceding clause (a) does not appear on such page or service or such page or service shall not be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars or the relevant Alternative Currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the London Interbank Market for deposits of amounts in the relevant currency for delivery on the first day of such Interest Period, or

(c) if the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum determined by the Administrative Agent as the rate of interest at which deposits in Dollars or the relevant Alternative Currency for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by JPMorgan Chase Bank and with a term equivalent to such Interest Period would be offered by JPMorgan Chase Bank’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period or, if different, the date on which quotations would customarily be provided by leading banks in the London Interbank Market for deposits of amounts in the relevant currency for delivery on the first day of such Interest Period.

“Eurocurrency Rate Loan” means a Loan, whether denominated in Dollars or in an Alternative Currency, that bears interest at a rate based on the Eurocurrency Rate.

“Event of Default” has the meaning specified in Section 8.01.

“Excess Cash Flow” means, for any period, an amount equal to the excess of:

(a) the sum, without duplication, of:

(i) Consolidated Net Income for such period,

(ii) an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income,

(iii) decreases in Consolidated Working Capital and long-term account receivables for such period (other than any such decreases arising from acquisitions by the Company and the Restricted Subsidiaries completed during such period), and

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(iv) an amount equal to the aggregate net non-cash loss on Dispositions by the Company and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income; over

(b) the sum, without duplication, of:

(i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (a) through (f) of the definition of Consolidated Net Income,

(ii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures made in cash or accrued during such period pursuant to Section 7.16, except to the extent that such Capital Expenditures were financed with the proceeds of Indebtedness of the Company or the Restricted Subsidiaries,

(iii) the aggregate amount of all principal payments of Indebtedness of the Company and the Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other prepayments of Term Loans and (Y) all prepayments of Revolving Credit Loans and Swing Line Loans) made during such period (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), except to the extent financed with the proceeds of other Indebtedness of the Company or the Restricted Subsidiaries,

(iv) an amount equal to the aggregate net non-cash gain on Dispositions by the Company and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income,

(v) increases in Consolidated Working Capital and long-term account receivables for such period (other than any such increases arising from acquisitions by the Company and the Restricted Subsidiaries during such period),

(vi) cash payments by the Company and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Company and the Restricted Subsidiaries other than Indebtedness,

(vii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Investments and acquisitions made during such period pursuant to Section 7.02 (other than Section 7.02(a)) to the extent that such Investments and acquisitions were financed with internally generated cash flow of the Company and the Restricted Subsidiaries,

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(viii) the amount of Restricted Payments paid during such period pursuant to Section 7.06(i) to the extent such Restricted Payments were financed with internally generated cash flow of the Company and the Restricted Subsidiaries,

(ix) the aggregate amount of expenditures actually made by the Company and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period,

(x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Company and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness,

(xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Company or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions or Capital Expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Company following the end of such period, provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Permitted Acquisitions during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, and

(xii) the amount of cash taxes paid in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Rate” means on any day with respect to any currency other than Dollars, the rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such currency; in the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Company, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later.

“Excluded Subsidiary” means (a) any Subsidiary that is not a wholly owned Subsidiary, (b) any Receivables Subsidiary, (c) each Subsidiary listed on Schedule 1.01G hereto, (d) any Subsidiary that is prohibited by applicable Law from guaranteeing

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the Obligations, (e) any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary, (f) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition financed with secured Indebtedness incurred pursuant to Section 7.03(g) and each Restricted Subsidiary thereof that guarantees such Indebtedness; provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary under this clause (f) if such secured Indebtedness is repaid or becomes unsecured or if such Restricted Subsidiary ceases to guarantee such secured Indebtedness, as applicable, (g) each Broker-Dealer Subsidiary and (h) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Company), the cost or other consequences (including any adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

“Existing Credit Agreement” means the Credit Agreement dated as of January 9, 2004, among SunGard, the Subsidiaries of SunGard parties thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Europe Limited, as London Agent, Wachovia Bank, N.A., as Syndication Agent, and ABN AMRO Bank, N.V., Bank of America, N.A. and Citibank, N.A., as Co-Documentation Agents.

“Existing Letters of Credit” means the letters of credit outstanding on the Closing Date and set forth on Schedule 1.01E.

“Existing Notes” means $250,000,000 aggregate principal amount of the Company’s 3.750% senior notes due 2009 and $250,000,000 aggregate principal amount of the Company’s 4.875% senior notes due 2014.

“Existing Notes Documentation” means the Existing Notes, the Existing Notes Indenture and all other documents executed and delivered with respect to the Existing Notes.

“Existing Notes Indenture” means the Indenture for the Existing Notes, dated as of January 15, 2004.

“Facility” means the U.S. Term Loans, the U.K. Term Loans, the Euro Term Loans, the Revolving Credit Facility, the Alternative Currency Revolving Credit Facility, the Swing Line Sublimit or the Letter of Credit Sublimit, as the context may require.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to JPMorgan Chase Bank on such day on such transactions as determined by the Administrative Agent.

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“Foreign Lender” has the meaning specified in Section 10.15(a)(i).

“Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of the Company which (a) is not a Domestic Subsidiary or (b) is set forth on Schedule 1.01H.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“Funded Debt” means all Indebtedness of the Company and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however, that if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Granting Lender” has the meaning specified in Section 10.07(h).

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly

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or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or monetary other obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or monetary other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” has the meaning set forth in the definition of “Collateral and Guarantee Requirement”.

“Guaranty” means, collectively, the Holdings Guaranty, the Company Guaranty and the Subsidiary Guaranty.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedge Bank” means any Person that is a Lender or an Affiliate of a Lender at the time it enters into a Secured Hedge Agreement, in its capacity as a party thereto.

“Holdings” has the meaning set forth in the introductory paragraph to this Agreement.

“Holdings Guaranty” means the Holdings Guaranty made by Holdings in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F-1.

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“Holdings Restricted Payments Election” has the meaning specified in Section 7.06(c).

“Honor Date” has the meaning specified in Section 2.03(c)(i).

“Incremental Amendment” has the meaning set forth in Section 2.15(a).

“Incremental Facility Closing Date” has the meaning set forth in Section 2.15(a).

“Incremental Term Loans” has the meaning set forth in Section 2.15(a).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness;

(g) all obligations of such Person in respect of Disqualified Equity Interests; and

(h) all Guarantees of such Person in respect of any of the foregoing.

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For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Debt and (B) in the case of Holdings and its Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary of business consistent with past practice. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Liabilities” has the meaning set forth in Section 10.05.

“Indemnitees” has the meaning set forth in Section 10.05.

“Information” has the meaning specified in Section 10.08.

“Intellectual Property Security Agreement” means the Intellectual Property Security Agreement, substantially in the form attached as Exhibit M.

“Interest Coverage Ratio” means, with respect to the Company and the Restricted Subsidiaries on a consolidated basis, as of the end of any fiscal quarter of the Company for the Test Period ending on such date, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense.

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made.

“Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent available to each Lender of such Eurocurrency Rate Loan, nine or twelve months or less than one month thereafter, as selected by the relevant Borrower in its Committed Loan Notice; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

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(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of Holdings and its Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent with past practice) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IP Collateral” means all “Intellectual Property Collateral” referred to in the Collateral Documents and all of the other IP Rights that are or are required by the terms hereof or of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.

“IP Rights” has the meaning set forth in Section 5.15.

“IRS” means the United States Internal Revenue Service.

“JPMorgan Chase Bank” means JPMorgan Chase Bank, N.A. and its successors.

“Judgment Currency” has the meaning specified in Section 10.19.

“Junior Financing” has the meaning specified in Section 7.13.

“Junior Financing Documentation” means any documentation governing any Junior Financing.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative

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or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” means JPMorgan Chase Bank, Citicorp North America, Inc., Deutsche Bank Trust Company Americas and any other Lender that becomes an L/C Issuer in accordance with Section 2.03(k) or 10.07(j), in each case, in its capacity as an issuer of Letters of Credit (including Existing Letters of Credit) hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.

“Lender” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes an L/C Issuer and the Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender,” together with, in each case, any Affiliate of any such financial institution through which such financial institution elects, by notice to the Administrative Agent and the Company, to make any Loans available to any Overseas Borrower; provided that, for all purposes of voting or consenting with respect to (a) any amendment, supplementation or modification of any Loan Document, (b) any waiver of any requirements of any Loan Document or any Default or Event of Default and its consequences, or (c) any other matter as to which a Lender may vote or consent pursuant to Section 10.01 of this Agreement, the financial institution making such election shall be deemed the “Lender” rather than such Affiliate, which shall not be entitled to vote or consent (it being agreed that failure of any such Affiliate to fund an obligation under this Agreement shall not relieve its affiliated financial institution from funding).

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Company and the Administrative Agent.

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“Letter of Credit” means any Existing Letter of Credit or any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant L/C Issuer.

“Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $150,000,000 and (b) the aggregate Dollar Amount of the Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to a Borrower under Article 2 in the form of a U.S. Term Loan, U.K. Term Loan, Euro Term Loan, a Revolving Credit Loan or a Swing Line Loan.

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents and (v) each Letter of Credit Application.

“Loan Parties” means, collectively, each Borrower and each Guarantor.

“Management Stockholders” means the members of management of the Company or its Subsidiaries who are investors in Holdings or any direct or indirect parent thereof.

“Mandatory Cost” means, with respect to any period, the percentage rate per annum determined in accordance with Schedule 1.01D.

“Master Agreement” has the meaning specified in the definition of “Swap Contract.”

“Material Adverse Change” means any event, circumstance, development, change or effect that, individually or in the aggregate with all other events, circumstances, developments, changes and effects, (x) is materially adverse to the business, operations, assets, condition (financial or otherwise) or results of operations of

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the Company and its Subsidiaries taken as a whole, (y) has arisen out of the operations or relates directly to the assets of the Company or its Subsidiaries (and not the industry generally) and would reasonably be likely to be materially adverse to the business, operations, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, or (z) would reasonably be expected to prevent the consummation of the Merger or prevent the Company from performing its obligations under the Merger Agreement; provided, that in no event would any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, or will be, a “Material Adverse Change”: any event, circumstance, change or effect resulting from or relating to (i) a change in general economic or financial market conditions, (ii) any acts of terrorism or war (except, in the case of clauses (i) and (ii), to the extent such event, circumstance, change or effect has had a disproportionate effect on the Company and its Subsidiaries, taken as a whole, as compared to other persons in the industry in which the Company and its Subsidiaries conduct their business), (iii) the announcement of the execution of the Merger Agreement or the pendency or consummation of the Merger, or (iv) compliance with the terms of, or the taking of any action required by, the Merger Agreement.

“Material Adverse Effect” means (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Company and its Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Borrowers or the Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which any Borrower or any of the Loan Parties is a party or (c) a material adverse effect on the rights and remedies of the Lenders under any Loan Document.

“Maturity Date” means (a) with respect to the Revolving Credit Facility, August 11, 2011 and (b) with respect to the Term Loans February 11, 2013.

“Maximum Rate” has the meaning specified in Section 10.10.

“Merger” has the meaning set forth in the preliminary statements to this Agreement.

“Merger Agreement” means the Agreement and Plan of Merger dated as of March 27, 2005, between Solar Capital Corp. and SunGard.

“Merger Consideration” means the total funds required to consummate the Merger.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” means, collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by the Loan Parties in favor or for the benefit of the Administrative Agent on behalf of the Lenders substantially in the form of Exhibit H (with such changes as may be customary to account for local Law matters), and any other mortgages executed and delivered pursuant to Section 6.11.

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“Mortgage Policies” has the meaning specified in Section 6.13(b)(ii).

“Mortgaged Properties” has the meaning specified in paragraph (j) of the definition of Collateral and Guarantee Requirement.

“Multicurrency Revolving Credit Commitment” means, as to each Multicurrency Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrowers pursuant to Section 2.01(d), (b) purchase participations in L/C Obligations and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, opposite such Lender’s name on Schedule 2.01 under the caption “Multicurrency Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Multicurrency Revolving Credit Commitments of all Multicurrency Revolving Credit Lenders shall be $500,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“Multicurrency Revolving Credit Lender” means, at any time, any Lender that has a Multicurrency Revolving Credit Commitment at such time.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Cash Proceeds” means:

(a) with respect to the Disposition of any asset by Holdings, the Company or any Restricted Subsidiary or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of Holdings, the Company or any Restricted Subsidiary) over (ii) the sum of (A) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is required to be repaid (and is timely repaid) in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes,

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other customary expenses and brokerage, consultant and other customary fees) actually incurred by Holdings, the Company or such Restricted Subsidiary in connection with such Disposition or Casualty Event, (C) taxes paid or reasonably estimated to be actually payable in connection therewith, and (D) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by Holdings, the Company or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction and it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents (i) received upon the Disposition of any non-cash consideration received by Holdings, the Company or any Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (D) of the preceding sentence or, if such liabilities have not been satisfied in cash and such reserve is not reversed within three hundred and sixty-five (365) days after such Disposition or Casualty Event, the amount of such reserve; provided that (x) no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Cash Proceeds unless such net cash proceeds shall exceed $10,000,000 and (y) no such net cash proceeds shall constitute Net Cash Proceeds under this clause (a) in any fiscal year until the aggregate amount of all such net cash proceeds in such fiscal year shall exceed $25,000,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (a));

(b) with respect to the incurrence or issuance of any Indebtedness by Holdings, the Company or any Restricted Subsidiary, the excess, if any, of (i) the sum of the cash received in connection with such incurrence or issuance over (ii) the investment banking fees, underwriting discounts, commissions, costs and other out-of-pocket expenses and other customary expenses, incurred by Holdings, the Company or such Restricted Subsidiary in connection with such incurrence or issuance; and

(c) with respect to any amount in excess of $500,000,000 in the aggregate outstanding under the Receivables Facility, the excess, if any, of (x) the sum of the cash received in connection with such excess amount over (y) the investment banking fees, underwriting discounts, commissions, costs and other out-of-pocket expenses and other customary expenses, incurred by Holdings, the Company or the applicable Restricted Subsidiary in connection with respect to such excess amount.

“New Notes” means the Senior Notes and Senior Subordinated Notes.

“New Notes Documentation” means the New Notes, and all documents executed and delivered with respect to the New Notes, including the Senior Notes Indenture and the Senior Subordinated Notes Indenture.

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“Non-Cash Charges” has the meaning set forth in the definition of the term “Consolidated EBITDA”.

“Non-Consenting Lenders” has the meaning specified in Section 3.07(d).

“Nonrenewal Notice Date” has the meaning specified in Section 2.03(b)(iii).

“Note” means a U.S. Term Note, U.K. Term Note, Euro Term Note or a Revolving Credit Note, as the context may require.

“Notice of Intent to Cure” has the meaning specified in Section 6.02(b).

“Not Otherwise Applied” means, with reference to any amount of Net Cash Proceeds of any transaction or event or of Excess Cash Flow, that such amount (a) was not required to be applied to prepay the Loans pursuant to Section 2.05(b), and (b) was not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose. The Company shall promptly notify the Administrative Agent of any application of such amount as contemplated by (b) above.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means all (x) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Subsidiaries arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (y) obligations of any Loan Party and its Subsidiaries arising under any Secured Hedge Agreement and (z) Cash Management Obligations. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party or its Subsidiaries under any Loan Document and (b) the obligation of any Loan Party or any of its Subsidiaries to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party or such Subsidiary.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other

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form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” has the meaning specified in Section 3.01(b).

“Outstanding Amount” means (a) with respect to the U.S. Term Loans, U.K. Term Loans, Euro Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the Dollar Amount thereof after giving effect to any borrowings and prepayments or repayments of U.S. Term Loans, U.K. Term Loans, Euro Term Loans, Revolving Credit Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the Dollar Amount thereof on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the Federal Funds Rate, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of JPMorgan Chase Bank in the applicable offshore interbank market for such currency to major banks in such interbank market.

“Overseas Borrower” means the Overseas Term Borrower or any Overseas Revolver Borrower.

“Overseas Guarantees” has the meaning set forth in the definition of “Collateral and Guarantee Requirement”.

“Overseas Guarantors” has the meaning set forth in the definition of “Collateral and Guarantee Requirement”.

“Overseas Revolver Borrowers” means any Qualified Foreign Subsidiary as to which an Election to Participate shall have been delivered to the Administrative Agent in accordance with Section 2.14; provided that the status of any of the foregoing as an Overseas Revolver Borrower shall terminate if and when an Election to Terminate is delivered to the Administrative Agent in accordance with Section 2.14.

“Overseas Revolving Obligations” has the meaning set forth in the definition of “Collateral and Guarantee Requirement”.

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“Overseas Term Borrower” means SunGard UK Holdings Limited.

“Pari-Passu Liens” means any Lien on the Collateral granted for the benefit of the holders of the Existing Notes that is required by the terms of the Existing Notes Indentures as a result of the grant of security interests pursuant to any Collateral Document.

“Participant” has the meaning specified in Section 10.07(e).

“Participating Member State” means each state so described in any EMU Legislation.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.

“Permitted Acquisition” has the meaning specified in Section 7.02(i).

“Permitted Equity Issuance” means any sale or issuance of any Qualified Equity Interests of Holdings (and, after a Qualifying IPO, of the Company) to the extent permitted hereunder.

“Permitted Holders” means the Equity Investors other than the Management Stockholders to the extent that the amount of the outstanding voting stock of Holdings owned beneficially or of record by such Management Stockholders in the aggregate at any time exceeds ten percent (10%) of the total amount of the outstanding voting stock of Holdings at such time.

“Permitted Holdings Debt” has the meaning specified in Section 7.03(r).

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity

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equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), at the time thereof, no Event of Default shall have occurred and be continuing, and (d) if such Indebtedness being modified, refinanced, refunded, renewed or extended is Indebtedness permitted pursuant to Section 7.03(b), 7.03(v) or 7.13(a), (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (ii) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate and redemption premium) of any such modified, refinanced, refunded, renewed or extended Indebtedness, taken as a whole, are not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Company within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (iii) such modification, refinancing, refunding, renewal or extension is incurred by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed or extended.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Pledged Debt” has the meaning specified in the Security Agreement.

“Pledged Equity” has the meaning specified in the Security Agreement.

“Post-Acquisition Period” means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

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“Post-Transaction Period” means, with respect to the Transaction, the period beginning on the Closing Date and ending on the last day of the fourth full consecutive fiscal quarter immediately following the Closing Date.

“Principal L/C Issuer” means any L/C Issuer that has issued Letters of Credit having an aggregate Outstanding Amount in excess of $10,000,000.

“Pro Forma Adjustment” means, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or the Consolidated EBITDA of the Company, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Company in good faith as a result of (a) actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable cost savings or (b) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity or Business with the operations of the Company and the Restricted Subsidiaries; provided that, so long as such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, the cost savings related to such actions or such additional costs, as applicable, it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that such cost savings will be realizable during the entirety of such Test Period, or such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided further that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period.

“Pro Forma Balance Sheet” has the meaning set forth in Section 5.05(a)(ii).

“Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” mean, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in any Subsidiary of the Company or any division, product line, or facility used for operations of the Company or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by the Company or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is

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or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above, the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Company and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.

“Pro Forma Financial Statements” has the meaning set forth in Section 5.05(a)(ii).

“Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities at such time; provided that if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Projections” shall have the meaning set forth in Section 6.01(c).

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualified Foreign Subsidiary” means any Restricted Subsidiary of the Company (other than any Excluded Subsidiary) that satisfies the following criteria: (a) the jurisdiction of organization or incorporation of such Subsidiary is England or Wales, and (b) such Subsidiary is a wholly owned Subsidiary of the Company.

“Qualifying IPO” means the issuance by Holdings, any direct or indirect parent of Holdings or the Company of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“Receivables Facility” means the trade receivables commercial paper co-purchase conduit facility of the Company entered into on the Closing Date, together with any other receivables financings of Holdings, the Company or any of its Subsidiaries and any modification, refinancing, refunding, renewal or extension of, increase to or incremental financing under, any of the foregoing.

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“Receivables Facility Shortfall Amount” means $125,000,000; provided that the Receivables Facility Shortfall Amount shall be permanently reduced by the amount of any increase in the amount of the Receivables Facility after the Closing Date.

“Receivables Subsidiary” means SunGard Financing LLC, SunGard Funding LLC, SunGard Funding II LLC and any other direct or indirect Subsidiary of Holdings established in connection with the Receivables Facility which is not permitted by the terms of the Receivables Facility to guarantee the Obligations.

“Refinanced Euro Term Loans” has the meaning specified in Section 10.01.

“Refinanced U.K. Term Loans” has the meaning specified in Section 10.01.

“Refinanced U.S. Term Loans” has the meaning specified in Section 10.01.

“Register” has the meaning set forth in Section 10.07(d).

“Replacement Euro Term Loans” has the meaning specified in Section 10.01.

“Replacement U.K. Term Loans” has the meaning specified in Section 10.01.

“Replacement U.S. Term Loans” has the meaning specified in Section 10.01.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of U.S. Term Loans, U.K. Term Loans, Euro Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate Dollar Amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused U.S. Term Commitments, (c) aggregate unused U.K. Term Commitments, (d) aggregate unused Euro Term Commitments and (e) aggregate unused Revolving Credit Commitments; provided that the unused U.S. Term Commitment, unused U.K. Term Commitment, unused Euro Term Commitment and unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

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“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of Holdings, the Company or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to Holdings or the Company’s stockholders, partners or members (or the equivalent Persons thereof).

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.

“Revolving Commitment Increase” has the meaning set forth in Section 2.15(a).

“Revolving Commitment Increase Lender” has the meaning set forth in Section 2.15(a).

“Revolving Credit Borrowing” means a Dollar Revolving Credit Borrowing or an Alternative Currency Revolving Credit Borrowing.

“Revolving Credit Commitment” means a Dollar Revolving Credit Commitment or a Multicurrency Revolving Credit Commitment.

“Revolving Credit Exposure” means, as to each Revolving Credit Lender, the sum of its Dollar Revolving Credit Exposure and its Alternative Currency Revolving Credit Exposure.

“Revolving Credit Facility” means, at any time, the aggregate Dollar Amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Lenders” means the collective reference to the Dollar Revolving Credit Lenders and the Multicurrency Revolving Credit Lenders.

“Revolving Credit Loans” means the collective reference to the Dollar Revolving Credit Loans and the Alternative Currency Revolving Credit Loans.

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“Revolving Credit Note” means a promissory note of a Borrower payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-4 hereto, evidencing the aggregate Indebtedness of such Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender.

“Rollover Amount” has the meaning set forth in Section 7.16(b).

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Hedge Agreement” means any Swap Contract permitted under Article 7 that is entered into by and between any Loan Party or any Restricted Subsidiary and any Hedge Bank.

“Secured Obligations” has the meaning specified in the Security Agreement.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Hedge Banks, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c).

“Securities Act” means the Securities Act of 1933.

“Security Agreement” means, collectively, the Security Agreement executed by the Loan Parties, substantially in the form of Exhibit G, together with each other security agreement supplement executed and delivered pursuant to Section 6.11.

“Security Agreement Supplement” has the meaning specified in the Security Agreement.

“Senior Notes” means, collectively, (a) $1,600,000,000 in aggregate principal amount of the Company’s 9.125% senior unsecured notes due 2013 and (b) $400,000,000 in aggregate principal amount of the Company’s floating rate senior unsecured notes due 2013.

“Senior Notes Indenture” means the Indenture for the Senior Notes, dated as of August 11, 2005.

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“Senior Subordinated Notes” means $1,000,000,000 in aggregate principal amount of the Company’s 10.25% senior subordinated notes due 2015.

“Senior Subordinated Notes Indenture” means the Indenture for the Senior Subordinated Notes, dated as of August 11, 2005.

“Sold Entity or Business” has the meaning set forth in the definition of the term “Consolidated EBITDA”.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC” has the meaning specified in Section 10.07(h).

“Specified Transaction” means, with respect to any period, any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation, Incremental Term Loan or Revolving Commitment Increase that by the terms of this Agreement requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis”.

“Sponsors” means Silver Lake Partners, Bain Capital Partners, LLC, Goldman Sachs Capital Partners, Kohlberg Kravis Roberts & Co., Providence Equity Partners Inc., Texas Pacific Group, The Blackstone Group, and their Affiliates, but not including, however, any portfolio companies of any of the foregoing.

“Sponsor Management Agreement” means the Management Agreement between certain of the management companies associated with the Sponsors and the Company.

“Sponsor Termination Fees” means the one-time payment under the Sponsor Management Agreement of a termination fee to one or more of the Sponsors and their Affiliates in the event of either a Change of Control or the completion of a Qualifying IPO.

“Sterling” and “£” means the lawful currency of the United Kingdom.

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“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.

“Subsidiary Guarantor” means, collectively, the Subsidiaries of the Company that are Guarantors.

“Subsidiary Guaranty” means, collectively, (a) the Subsidiary Guaranty made by the Subsidiary Guarantors that are U.S. Guarantors in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F-2, (b) the Subsidiary Guaranty made by the Subsidiary Guarantors that are Overseas Guarantors in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F-3 and (c) each other guaranty and guaranty supplement delivered pursuant to Section 6.11.

“Successor Company” has the meaning specified in Section 7.04(d).

“SunGard” has the meaning specified in the introductory paragraph to this Agreement.

“Supplemental Administrative Agent” has the meaning specified in Section 9.13 and “Supplemental Administrative Agents” shall have the corresponding meaning.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

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“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Facility” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

“Swing Line Lender” means JPMorgan Chase Bank, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

“Swing Line Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $20,000,000 and (b) the aggregate Dollar Amount of the Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

“TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“Taxes” has the meaning specified in Section 3.01(a).

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and currency and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01.

“Term Commitment” means a U.S. Term Commitment, a U.K. Term Commitment or a Euro Term Commitment, as the context may require.

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“Term Lender” means a U.S. Term Lender, a U.K. Term Lender or a Euro Term Lender, as the context may require.

“Term Loan” means a U.S. Term Loan, a U.K. Term Loan or a Euro Term Loan, as the context may require.

“Term Note” means a U.S. Term Note, U.K. Term Note or Euro Term Note, as the context may require.

“Test Period” means, for any determination under this Agreement, the four consecutive fiscal quarters of the Company then last ended.

“Threshold Amount” means $50,000,000.

“Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Tranche” means a category of Commitments or Credit Extensions thereunder. For purposes hereof, each of the following comprises a separate Tranche: (a) the unused Revolving Commitments, (b) the outstanding Dollar Revolving Credit Loans and L/C Obligations in respect of Dollar Letters of Credit, (c) the outstanding Alternative Currency Revolving Credit Loans and L/C Obligations in respect of Alternative Currency Letters of Credit, (d) the outstanding U.S. Term Loans, (e) the outstanding U.K. Term Loans and (f) the outstanding Euro Term Loans.

“Transaction” means, collectively, (a) the Equity Contributions, (b) the Merger, (c) the issuance of the New Notes, (d) the funding of the Term Loans and up to $250,000,000 of Revolving Credit Loans on the Closing Date, (e) the funding of the Receivables Facility on the Closing Date, (f) the consummation of any other transactions in connection with the foregoing, and (g) the payment of the fees and expenses incurred in connection with any of the foregoing.

“Transaction Documents” means the Merger Agreement and all other material documents, instruments and certificates contemplated by the Merger Agreement.

“Transaction Expenses” means any fees or expenses incurred or paid by Holdings, the Company or any Restricted Subsidiary in connection with the Transaction, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

“Type” means, with respect to a Loan denominated in Dollars, its character as a Base Rate Loan or a Eurocurrency Rate Loan.

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“U.K. Loan Party” means any Loan Party incorporated or organized in England or Wales.

“U.K. Term Commitment” means, as to each U.K. Term Lender, its obligation to make a U.K. Term Loan to the Overseas Term Borrower pursuant to Section 2.01(b) in an aggregate Dollar Amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01(b) under the caption “U.K. Term Commitment” or in the Assignment and Assumption pursuant to which such U.K. Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the U.K. Term Commitments is $150,000,000.

“U.K. Term Lender” means, at any time, any Lender that has a U.K. Term Commitment or a U.K. Term Loan at such time.

“U.K. Term Loan” means a Loan made pursuant to Section 2.01(b).

“U.K.Term Note” means a promissory note of the Overseas Term Borrower payable to any U.K. Term Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of the Overseas Term Borrower to such U.K. Term Lender resulting from the U.K. Term Loans made by such U.K. Term Lender.

“Unaudited Financial Statements” has the meaning set forth in Section 4.01(f).

“Uniform Commercial Code” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).

“Unrestricted Subsidiary” means (i) each Subsidiary of the Company listed on Schedule 1.01C and (ii) any Subsidiary of the Company designated by the board of directors of Holdings as an Unrestricted Subsidiary pursuant to Section 6.15 subsequent to the date hereof.

“U.S. Guarantees” has the meaning set forth in the definition of “Collateral and Guarantee Requirement”.

“U.S. Guarantor” has the meaning set forth in the definition of “Collateral and Guarantee Requirement”.

“U.S. Lender” has the meaning set forth in Section 10.15(b).

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“U.S. Term Commitment” means, as to each U.S. Term Lender, its obligation to make a U.S. Term Loan to the Company pursuant to Section 2.01(a) in an aggregate Dollar Amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01(a) under the caption “U.S. Term Commitment” or in the Assignment and Assumption pursuant to which such U.S. Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the U.S. Term Commitments is $3,685,000,000.

“U.S. Term Lender” means, at any time, any Lender that has a U.S. Term Commitment or a U.S. Term Loan at such time.

“U.S. Term Loan” means a Loan made pursuant to Section 2.01(a).

“U.S.Term Note” means a promissory note of the Company payable to any U.S. Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Company to such U.S. Term Lender resulting from the U.S. Term Loans made by such U.S. Term Lender.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

“wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

SECTION 1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(ii) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

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(iii) The term “including” is by way of example and not limitation.

(iv) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

SECTION 1.03. Accounting Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Total Leverage Ratio and Interest Coverage Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis.

SECTION 1.04. Rounding. Any financial ratios required to be maintained by the Company pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.05. References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

SECTION 1.06. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

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SECTION 1.07. Timing of Payment of Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

SECTION 1.08. Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles 2, 9 and 10 or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Company, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later); provided that the determination of any Dollar Amount shall be made in accordance with Section 2.17. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment may be incurred at any time under such Sections.

(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06, 7.11 and 7.16, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, (i) the Dollar Amount of the U.K. Term Loans will be determined based on the Exchange Rate in effect on the Closing Date and (ii) the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.

SECTION 1.09. Change of Currency. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Company’s consent to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

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ARTICLE II

The Commitments and Credit Extensions

SECTION 2.01. The Loans. (a) The U.S. Term Borrowings. Subject to the terms and conditions set forth herein, each U.S. Term Lender severally agrees to make to the Company a single loan denominated in Dollars in a Dollar Amount equal to such U.S. Term Lender’s U.S. Term Commitment on the Closing Date. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. U.S. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

(b) The U.K. Term Borrowings. Subject to the terms and conditions set forth herein, each U.K. Term Lender severally agrees to make to the Overseas Term Borrower a single loan denominated in Sterling in a Dollar Amount equal to such U.K. Term Lender’s U.K. Term Commitment on the Closing Date. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. U.K. Term Loans must be Eurocurrency Rate Loans, as further provided herein.

(c) The Euro Term Borrowings. Subject to the terms and conditions set forth herein, each Euro Term Lender severally agrees to make to the Euro Term Borrower a single loan denominated in Euros in a Dollar Amount equal to such Euro Term Lender’s Euro Term Commitment on the Closing Date. Amounts borrowed under this Section 2.01(c) and repaid or prepaid may not be reborrowed. Euro Term Loans must be Eurocurrency Rate Loans, as further provided herein.

(d) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein (i) each Revolving Credit Lender severally agrees to make loans denominated in Dollars to any Borrower as elected by such Borrower pursuant to Section 2.02 (each such loan, a “Dollar Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date, in an aggregate Dollar Amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment and (ii) each Multicurrency Revolving Credit Lender severally agrees to make loans denominated in an Alternative Currency to any Borrower as elected by such Borrower pursuant to Section 2.02 (each such loan, an “Alternative Currency Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date, in an aggregate Dollar Amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that after giving effect to any Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, (ii) the aggregate Dollar Amount of Alternative Currency Revolving Credit Loans and L/C Obligations in respect of Alternative Currency Letters of Credit shall not exceed the Alternative Currency Sublimit

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and (iii) the aggregate Dollar Amount of Revolving Credit Loans made on the Closing Date shall not exceed $250,000,000. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(d), prepay under Section 2.05, and reborrow under this Section 2.01(d). Dollar Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein, and Alternative Currency Revolving Credit Loans must be Eurocurrency Rate Loans, as further provided herein.

SECTION 2.02. Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the relevant Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:30 p.m. (New York, New York time or London, England time in the case of any Borrowing denominated in an Alternative Currency) (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans, and (ii) one (1) Business Day before the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the relevant Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of such Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency Loans). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the relevant Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of U.S. Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the currency in which the Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (vi) if applicable, the duration of the Interest Period with respect thereto. If with respect to Loans denominated in Dollars the relevant Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the relevant Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period (or fails to give a timely notice requesting a continuation of Eurocurrency Rate Loans denominated in an Alternative Currency), it will be deemed to have specified an Interest Period of one (1) month. If no currency is specified, the requested Borrowing shall be in Dollars.

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(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the relevant Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Loan denominated in Dollars, and not later than 1:00 p.m. (London time) in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the relevant Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of JPMorgan Chase Bank with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by such Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the relevant Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and third, to the relevant Borrower as provided above.

(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the Company pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans denominated in Dollars may be converted to or continued as Eurocurrency Rate Loans.

(d) The Administrative Agent shall promptly notify the relevant Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the relevant Borrower and the Lenders of any change in JPMorgan Chase Bank prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than twenty (20) Interest Periods in effect.

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(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

SECTION 2.03. Letters of Credit. (a) The Letter of Credit Commitment. (i) On and after the Closing Date the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Closing Date. Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Company (provided, that any Letter of Credit may be for the benefit of any Subsidiary of the Company) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the aggregate Dollar Amount of Alternative Currency Revolving Credit Loans and L/C Obligations in respect of Alternative Currency Letters of Credit would exceed the Alternative Currency Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);

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(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date;

(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date;

(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer; or

(E) such Letter of Credit is in an initial amount less than $100,000, in the case of a commercial Letter of Credit, or $100,000, in the case of a standby Letter of Credit.

(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of Company. Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 12:30 p.m. at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (g) the currency in which the requested Letter of Credit will be denominated; and (h) such other matters as the relevant L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request.

(ii) Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in

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writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii) If the Company so requests in any applicable Letter of Credit Application, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Company shall not be required to make a specific request to the relevant L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall not permit any such renewal if (A) the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Nonrenewal Notice Date from the Administrative Agent, any Revolving Credit Lender or any Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c) Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Company and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following any payment by an L/C Issuer under a Letter of Credit (each such date, an

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“Honor Date”), the Company shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Company fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, the Company shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Company in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Company shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Appropriate Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.

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(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the relevant Borrower of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Company to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations. (i) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Company or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Appropriate Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect.

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(e) Obligations Absolute. The obligation of the Company to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations any Loan Party in respect of such Letter of Credit; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party;

provided that the foregoing shall not excuse any L/C Issuer from liability to the Company to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Company to the extent permitted by applicable Law) suffered by the Company that are caused by such L/C Issuer’s gross negligence or willful misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

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(f) Role of L/C Issuers. Each Lender and the Company agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Company may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company which the Company proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Cash Collateral. (i) If an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Lenders, as applicable, require the Company to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) occurs and is continuing, then the Company shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount

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determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be), and shall do so not later than 2:00 P.M., New York City time, on (x) in the case of the immediately preceding clauses (i) through (iii), (1) the Business Day that the Company receives notice thereof, if such notice is received on such day prior to 12:00 Noon, New York City time, or (2) if clause (1) above does not apply, the Business Day immediately following the day that the Company receives such notice and (y) in the case of the immediately preceding clause (iv), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Company hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked accounts at JPMorgan Chase Bank and may be invested in readily available Cash Equivalents. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Company will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at JPMorgan Chase Bank as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Company.

(h) Letter of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate times the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). Such letter of credit fees shall be computed on a quarterly basis in arrears. Such letter of credit fees shall be due and payable in U.S. Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

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(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Company shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it equal to 0.125% per annum of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Company shall pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand and are nonrefundable.

(j) Conflict with Letter of Credit Application. Notwithstanding anything else to the contrary in this Agreement, in the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

(k) Addition of an L/C Issuer. A Revolving Credit Lender may become an additional L/C Issuer hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving Credit Lender. The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer.

SECTION 2.04. Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) to the Company from time to time on any Business Day (other than the Closing Date) until the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment then in effect; provided further that, the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed

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to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Company’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Company. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Company.

(c) Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender at the Administrative Agent’s Office for Dollar denominated payments not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the relevant Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

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(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the relevant Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the relevant Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations. (i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06

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(including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Company for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Company shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

SECTION 2.05. Prepayments. (a) Optional. (i) Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than 12:30 p.m. (New York, New York time or London, England time in the case of Loans denominated in an Alternative Currency) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency Loans); and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of principal of, and interest on, Alternative Currency Loans shall be made in the relevant Alternative Currency. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares.

(ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the

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Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(iii) Notwithstanding anything to the contrary contained in this Agreement, the Company may rescind any notice of prepayment under Section 2.05(a)(i)or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

(iv) All voluntary prepayments of Term Loans effected on or prior to the first anniversary of the Closing Date with the proceeds of a substantially concurrent issuance or incurrence of Indebtedness under any bank credit facility (including any replacement or incremental term loan facility effected pursuant to an amendment of this Agreement) will be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment if the Applicable Rate or similar interest rate spread applicable to such Indebtedness is, or upon satisfaction of certain conditions could be, less than the Applicable Rate that would apply to the Term Loans (based on the definition of Applicable Rate as in effect on the Closing Date). Such fee shall be paid by the Borrowers to the Administrative Agent, for the accounts of the relevant Term Lenders, on the date of such prepayment.

(b) Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Company shall cause to be prepaid an aggregate Dollar Amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2006) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than 5.00:1.

(ii) (A) If (x) Holdings, the Company or any of Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f), (g), (h), (i) or (j)) or (y) any Casualty Event occurs, which in the aggregate results in the

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realization or receipt by Holdings, the Company or such Restricted Subsidiary of Net Cash Proceeds, the Company shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate Dollar Amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Company shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);

(B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the Company the Company may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Company enters into a legally binding commitment to reinvest such Net Cash Proceeds within fifteen (15) months following receipt thereof, within one hundred and eighty (180) days of the date of such legally binding commitment; provided that (i) so long as an Event of Default shall have occurred and be continuing, the Company (x) shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Company entered into at a time when no Event of Default is continuing) and (y) shall not be required to apply such Net Cash Proceeds which have been previously applied to prepay Revolving Loans to the prepayment of Term Loans until such time as the relevant investment period has expired and no Event of Default is continuing and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after the Company reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05.

(iii) Notwithstanding the immediately preceding clause (ii), if Holdings, the Company or any Restricted Subsidiary enters into (A) any incremental financings under the Receivables Facility or (B) any increases in the amount available under the Receivables Facility, the Company shall cause to be prepaid an aggregate Dollar Amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds.

(iv) If Holdings, the Company or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Company shall cause to be prepaid an aggregate Dollar Amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds.

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(v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including pursuant to Section 2.17(b), the Company shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.

(vi) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a); and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares, subject to clause (vii) of this Section 2.05(b).

(vii) The Company shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Company’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.

(viii) Funding Losses, Etc. All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b), other than on the last day of the Interest Period therefor, the relevant Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).

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SECTION 2.06. Termination or Reduction of Commitments. (a) Optional. The Company may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof and (iii) if, after giving effect to any reduction of the Commitments, (1) the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess and (2) the Alternative Currency Sublimit exceeds the Alternative Currency Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit, the Swing Line Sublimit or the Alternative Currency Sublimit unless otherwise specified by the Company. Notwithstanding the foregoing, the Company may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or otherwise shall be delayed.

(b) Mandatory. The U.S. Term Commitment of each U.S. Term Lender shall be automatically and permanently reduced to $0 upon the making of such U.S. Term Lender’s U.S. Term Loans pursuant to Section 2.01(a). The U.K. Term Commitment of each U.K. Term Lender shall be automatically and permanently reduced to $0 upon the making of such U.K. Term Lender’s U.K. Term Loans pursuant to Section 2.01(b). The Euro Term Commitment of each Euro Term Lender shall be automatically and permanently reduced to $0 upon the making of such Euro Term Lender’s Euro Term Loans pursuant to Section 2.01(c).

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit, or the Swing Line Sublimit, or the Alternative Currency Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

SECTION 2.07. Repayment of Loans. (a) U.S. Term Loans. The Company shall repay to the Administrative Agent for the ratable account of the U.S. Term Lenders (i) on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, an aggregate Dollar Amount equal to 0.25% of the aggregate Dollar Amount of all U.S. Term Loans outstanding on the Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the U.S. Term Loans, the aggregate principal amount of all U.S. Term Loans outstanding on such date.

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(b) U.K. Term Loans. The Overseas Term Borrower shall repay to the Administrative Agent for the ratable account of the U.K. Term Lenders (i) on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, an aggregate Dollar Amount equal to 0.25% of the aggregate Dollar Amount of all U.K. Term Loans outstanding on the Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the U.K. Term Loans, the aggregate principal amount of all U.K. Term Loans outstanding on such date.

(c) Euro Term Loans. The Euro Term Borrower shall repay to the Administrative Agent for the ratable account of the Euro Term Lenders (i) on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, an aggregate Dollar Amount equal to 0.25% of the aggregate Dollar Amount of all Euro Term Loans outstanding on the Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Euro Term Loans, the aggregate principal amount of all Euro Term Loans outstanding on such date.

(d) Revolving Credit Loans. Each Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for the Revolving Credit Facility the aggregate principal amount of all of its Revolving Credit Loans outstanding on such date.

(e) Swing Line Loans. The Company shall repay its Swing Line Loans on the earlier to occur of (i) the date five (5) Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.

SECTION 2.08. Interest. (a) Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom or a Participating Member State) the Mandatory Cost; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Credit Loans.

(b) Each Borrower shall pay interest on past due amounts hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

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(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

SECTION 2.09. Fees. In addition to certain fees described in Sections 2.03(h) and (i):

(a) Commitment Fee. The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Company prior to such time; and provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee shall accrue at all times from the date hereof until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b) Other Fees. The Company shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Company and the applicable Agent).

SECTION 2.10. Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by JPMorgan Chase Bank’s “prime rate” and for Alternative Currency Loans denominated in Sterling shall be made on the basis of a year of three hundred and sixty-five (365) days and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any

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portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

SECTION 2.11. Evidence of Indebtedness. (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrowers, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrowers under this Agreement and the other Loan Documents.

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SECTION 2.12. Payments Generally. (a) All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than 2:00 p.m. (London time) on the dates specified herein. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Amount of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after 2:00 p.m. (London time) in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b) If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(c) Unless any Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that such Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that such Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then:

(i) if any Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and

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(ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the relevant Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Overnight Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the relevant Borrower, and the relevant Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or any Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or the relevant Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error.

(d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article 2, and such funds are not made available to the relevant Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article 4 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

(f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all

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amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

SECTION 2.13. Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

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SECTION 2.14. Designation of Overseas Revolver Borrower; Termination of Designations. (a) The Company may from time to time designate any Qualified Foreign Subsidiary as an additional Overseas Revolver Borrower for purposes of this Agreement by delivering to the Administrative Agent an Election to Participate duly executed on behalf of such Subsidiary and the Company in such number of copies as the Administrative Agent may request. The Administrative Agent shall promptly notify the Lenders of its receipt of any such Election to Participate.

(b) The Company may at any time terminate the status of any Subsidiary as an Overseas Revolver Borrower for purposes of this Agreement by delivering to the Administrative Agent an Election to Terminate duly executed on behalf of such Subsidiary and the Company in such number of copies as the Administrative Agent may request. The delivery of such an Election to Terminate shall not affect any obligation of such Subsidiary theretofore incurred under this Agreement or any other Loan Document or any rights of the Lenders and the Agents against such Subsidiary or against the Company in its capacity as guarantor of the obligations of such Subsidiary. The Administrative Agent shall promptly notify the Lenders of its receipt of any such Election to Terminate.

SECTION 2.15. Incremental Credit Extensions. (a) The Company may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches of term loans (the “Incremental Term Loans”) or (b) one or more increases in the amount of the Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase”), provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Company shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recent Test Period, in each case, as if such Incremental Term Loans or Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Company for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed the sum of $750,000,000 and the Receivables Facility Shortfall Amount, as reduced from time to time; provided that the aggregate amount of the Revolving Commitment Increases shall not exceed $750,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) except as set forth above, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to

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Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Arrangers and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Company and the lenders thereof. Each notice from the Company pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender will have the right to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.15 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Company, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Company will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the

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aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(b) This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

SECTION 2.16. Overseas Borrower Costs. (a) If the cost to any Lender of making or maintaining any Loan to an Overseas Borrower is increased (or the amount of any sum received or receivable by any Lender or its Lending Office is reduced) by an amount deemed by such Lender to be material, by reason of the fact that such Overseas Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States, such Overseas Borrower shall indemnify such Lender for such increased cost or reduction within fifteen (15) days after demand by such Lender (with a copy to the Administrative Agent) (excluding for purposes of this Section 2.16 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or maintains a Lending Office, (iii) reserve requirements contemplated by Section 3.04(c) (as to which Section 3.04(c) shall govern) and (iv) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost (as to which Section 3.04(a) shall govern). A certificate of such Lender claiming compensation under this Section 2.16 and setting forth the additional amount or amounts to be paid to it hereunder in reasonable detail shall be conclusive in the absence of manifest error.

(b) Each Lender will promptly notify the Company, the relevant Overseas Borrower and the Administrative Agent of any event or circumstance of which it has knowledge that will entitle such Lender to compensation pursuant to this Section 2.16. If any Lender requests compensation under this Section 2.16, then such Lender will, if requested by the Company, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage.

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SECTION 2.17. Currency Equivalents. (a) The Administrative Agent shall determine the Dollar Amount of each Alternative Currency Loan and L/C Obligation in respect of Letters of Credit denominated in an Alternative Currency (i) in the case of any Term Loan, as of the Closing Date, and (ii) otherwise, (A) as of the first day of each Interest Period applicable thereto and (B) as of the end of each fiscal quarter of the Company, and shall promptly notify the relevant Borrower and the Lenders of each Dollar Amount so determined by it. Each such determination shall be based on the Exchange Rate (x) on the date of the related Borrowing Request for purposes of the initial such determination for any Alternative Currency Loan and (y) on the fourth Business Day prior to the date as of which such Dollar Amount is to be determined, for purposes of any subsequent determination.

(b) If after giving effect to any such determination of a Dollar Amount, the aggregate Outstanding Amount of the Revolving Credit Loans, the Swing Line Loans and the L/C Obligations exceeds the aggregate Revolving Credit Commitments then in effect by 5% or more, the Company shall, within five (5) Business Days of receipt of notice thereof from the Administrative Agent setting forth such calculation in reasonable detail, prepay or cause to be prepaid outstanding Revolving Credit Loans and/or Swing Line Loans (as selected by the Company and notified to the Lenders through the Administrative Agent not less than three (3) Business Days prior to the date of prepayment) or take other action (including, in the Company’s discretion, cash collateralization of L/C Obligations in amounts from time to time equal to such excess) to the extent necessary to eliminate any such excess.

ARTICLE III

Taxes, Increased Costs Protection and Illegality

SECTION 3.01. Taxes. (a) Except as provided in this Section 3.01, any and all payments by any Borrower (the term Borrower under Article 3 being deemed to include any Subsidiary for whose account a Letter of Credit is issued) to or for the account of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities (including additions to tax, penalties and interest) with respect thereto, excluding, in the case of each Agent and each Lender, taxes imposed on or measured by its net income or overall gross income (including branch profits), and franchise (and similar) taxes imposed on it in lieu of net income taxes, by the jurisdiction (or any political subdivision thereof) under the Laws of which such Agent or such Lender, as the case may be, is organized or maintains a Lending Office, and all liabilities (including additions to tax, penalties and interest) with respect thereto (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If any Borrower shall be required by any Laws to deduct any Taxes or Other Taxes from or in respect of any sum payable under any

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Loan Document to any Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), such Borrower shall furnish to such Agent or Lender (as the case may be) the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. If such Borrower fails to pay any Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to any Agent or any Lender the required receipts or other required documentary evidence, such Borrower shall indemnify such Agent and such Lender for any incremental taxes, interest or penalties that may become payable by such Agent or such Lender arising out of such failure.

(b) In addition, each Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”).

(c) Each Borrower agrees to indemnify each Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.01) paid by such Agent and such Lender and (ii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided such Agent or Lender, as the case may be, provides such Borrower with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts. Payment under this Section 3.01(c) shall be made within thirty (30) days after the date such Lender or such Agent makes a demand therefor.

(d) No Borrower shall be required pursuant to this Section 3.01 to pay any additional amount to, or to indemnify, any Lender or Agent, as the case may be, to the extent that such Lender or such Agent becomes subject to Taxes subsequent to the Closing Date (or, if later, the date such Lender or Agent becomes a party to this Agreement) as a result of a change in the place of organization of such Lender or Agent or a change in the lending office of such Lender, except to the extent that any such change is requested or required in writing by any Borrower (and provided that nothing in this clause (d) shall be construed as relieving any Borrower from any obligation to make such payments or indemnification in the event of a change in lending office or place of organization that precedes a change in Law to the extent such Taxes result from a change in Law).

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(e) Notwithstanding anything else herein to the contrary, if a Lender or an Agent is subject to withholding tax imposed by any jurisdiction in which any Borrower is formed or organized at a rate in excess of zero percent at the time such Lender or such Agent, as the case may be, first becomes a party to this Agreement, withholding tax imposed by such jurisdiction at such rate shall be considered excluded from Taxes unless and until such Lender or Agent, as the case may be, provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such forms; provided that, if at the date of the Assignment and Acceptance pursuant to which a Lender becomes a party to this Agreement, the Lender assignor was entitled to payments under clause (a) of this Section 3.01 in respect of withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) withholding tax, if any, applicable with respect to the Lender assignee on such date.

(f) If any Lender or Agent determines, in its reasonable discretion, that it has received a refund in respect of any Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by any Borrower pursuant to this Section 3.01, it shall promptly remit such refund (but only to the extent of indemnity payments made, or additional amounts paid, by any Borrower under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund plus any interest included in such refund by the relevant taxing authority attributable thereto) to such Borrower, net of all out-of-pocket expenses of the Lender or Agent, as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund); provided that such Borrower, upon the request of the Lender or Agent, as the case may be, agrees promptly to return such refund to such party in the event such party is required to repay such refund to the relevant taxing authority. Such Lender or Agent, as the case may be, shall, at such Borrower’s request, provide such Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority (provided that such Lender or Agent may delete any information therein that such Lender or Agent deems confidential). Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or to make available its tax returns or disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.

(g) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (c) with respect to such Lender it will, if requested by the Company, use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the sole judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no economic, legal or regulatory disadvantage, and provided further that nothing in this Section 3.01(g) shall affect or postpone any of the Obligations of any Borrower or the rights of such Lender pursuant to Section 3.01(a) or (c).

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SECTION 3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the relevant Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the relevant Borrowers shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, each relevant Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

SECTION 3.03. Inability to Determine Rates. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify each relevant Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, each relevant Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans. (a) If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of

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the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or maintains a Lending Office, (iii) reserve requirements contemplated by Section 3.04(c) and (iv) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the Mandatory Cost, as calculated hereunder, does not represent the cost to such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining of Eurocurrency Rate Loans, then from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Company shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Cost.

(b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the date hereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Company shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand.

(c) The Company shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Company shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If

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a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Company shall not be required to compensate a Lender pursuant to Section 3.04(a), (b) or (c) for any such increased cost or reduction incurred more than one hundred and eighty (180) days prior to the date that such Lender demands, or notifies the Company of its intention to demand, compensation therefor, provided further that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(e) If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Company, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided further that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of any Borrower or the rights of such Lender pursuant to Section 3.04(a), (b), (c) or (d).

SECTION 3.05. Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Company shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) (i) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan or (ii) the CAM Exchange (in each case, whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

(b) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

For purposes of calculating amounts payable by the Company to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.

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SECTION 3.06. Matters Applicable to All Requests for Compensation. (a) Any Agent or any Lender claiming compensation under this Article 3 or Section 2.16 shall deliver a certificate to the Company setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

(b) With respect to any Lender’s claim for compensation under Section 2.16, 3.01, 3.02, 3.03 or 3.04, no Borrower shall be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the relevant Borrowers of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Company under Section 2.16 or 3.04, the Company may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another Eurocurrency Rate Loans, or to convert Base Rate Loans into Eurocurrency Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(c) If the obligation of any Lender to make or continue from one Interest Period to another any Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurocurrency Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 2.16, 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

(i) to the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and

(ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurocurrency Rate Loans shall remain as Base Rate Loans.

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(d) If any Lender gives notice to the Company (with a copy to the Agent) that the circumstances specified in Section 2.16, 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments.

SECTION 3.07. Replacement of Lenders under Certain Circumstances. (a) If at any time (i) any Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 2.16, 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Company may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Company in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Company to find a replacement Lender or other such Person; and provided further that (A) in the case of any such assignment resulting from a claim for compensation under Section 2.16 or 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents.

(b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the Company or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all obligations of the Borrowers owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the relevant Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender.

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(c) Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each such outstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09.

(d) In the event that (i) the Company or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain Class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

SECTION 3.08. Survival. All of the Borrowers’ obligations under this Article 3 shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE IV

Conditions Precedent to Credit Extensions

SECTION 4.01. Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:

(i) executed counterparts of this Agreement and each Guaranty;

(ii) a Note executed by each relevant Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date;

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(iii) each Collateral Document set forth on Schedule 1.01B, duly executed by each Loan Party thereto, together with:

(A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank,

(B) to the extent required under the Collateral and Guarantee Requirement, opinions of local counsel for the Loan Parties in states in which the Mortgaged Properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent; and

(C) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;

(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;

(v) opinion from Simpson Thatcher & Bartlett LLP, New York counsel to the Loan Parties substantially in the form of Exhibit L;

(vi) a certificate signed by a Responsible Officer of the Company certifying that there has been no change, effect, event or occurrence since December 31, 2004, that has had or could reasonably be expected to result in a Material Adverse Change;

(vii) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) after giving effect to the Transaction, from the Chief Financial Officer of the Company;

(viii) a certified copy of the Sponsor Management Agreement, including a certification by a Responsible Officer of the Company that such agreement is in full force and effect as of the Closing Date;

(ix) evidence that all insurance (including title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent has been named as loss payee under each insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named;

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(x) certified copies of the Merger Agreement, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Company that such documents are in full force and effect as of the Closing Date; and

(xi) a Committed Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension.

(b) All fees and expenses required to be paid hereunder and invoiced before the Closing Date shall have been paid in full in cash.

(c) Prior to or simultaneously with the initial Credit Extension, (i) the Equity Contributions shall have been funded in full in cash; (ii) Solar Capital Corp. shall have received (whether directly as a result of the Equity Contribution or as a result of an equity contribution by Holdings) cash proceeds from the Equity Contribution in an aggregate amount equal to at least $3,000,000,000; and (iii) the Merger shall be consummated in accordance with the terms of the Merger Agreement and in compliance with applicable material Laws and regulatory approvals.

(d) Prior to or simultaneously with the initial Credit Extensions, the Company shall have received (i) at least $3,000,000,000 in gross cash proceeds from the issuance of the New Notes and (ii) at least $375,000,000 in gross cash proceeds from the Receivables Facility.

(e) Prior to or simultaneously with the initial Credit Extensions, the Company shall have terminated the Existing Credit Agreement and taken all other necessary actions such that, after giving effect to the Transaction, (i) Holdings and its Subsidiaries shall have outstanding no Indebtedness or preferred Equity Interests other than (A) the Loans and L/C Obligations, (B) the New Notes, (C) amounts outstanding under the Receivables Facility and the Broker-Dealer Facility, (D) the Existing Notes and (E) Indebtedness listed on Schedule 7.03(b) and (ii) the Company shall have outstanding no Equity Interests (or securities convertible into or exchangeable for Equity Interests or rights or options to acquire Equity Interests) other than common stock owned by Holdings and preferred stock owned by Holdings, with terms and conditions reasonably acceptable to the Arrangers to the extent material to the interests of the Lenders.

(f) The Arrangers and the Lenders shall have received (i) the Audited Financial Statements and the audit report for such financial statements (which shall not be subject to any qualification) and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of SunGard and its Subsidiaries for (A) each subsequent fiscal quarter ended at least forty-five (45) days before the Closing Date and (B) to the extent reasonably available and, in any event, excluding footnotes, each fiscal month after the most recent fiscal period for which financial statements were received by the Arrangers and the Lenders as described above and ended at least thirty (30) days before the Closing Date (collectively, the “Unaudited Financial Statements”), which financial statements described in clauses (i) and (ii)(A) shall be prepared in accordance with GAAP.

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(g) The Arrangers and the Lenders shall have received the Pro Forma Financial Statements.

SECTION 4.02. Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent:

(a) The representations and warranties of each Borrower and each other Loan Party contained in Article 5 or any other Loan Document (except, in the case of the initial Credit Extensions, the representations contained in Sections 5.03, 5.05, 5.06, 5.07, 5.08, 5.09, 5.10, 5.11, 5.12, 5.14, 5.15, 5.16, 5.17 and 5.19) shall be true and correct in all material respects on and as of the date of such Credit Extension; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

(b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

(c) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

SECTION 4.03. First Credit Extension to an Overseas Revolver Borrower. The obligation of each Lender to honor any Request for Credit Extension on the occasion of the first Credit Extension under the Revolving Credit Facility to each Overseas Revolver Borrower is subject to the satisfaction of the following further conditions:

(a) receipt by the Administrative Agent of an opinion of counsel for such Overseas Revolver Borrower reasonably acceptable to the Administrative Agent, covering such matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request;

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(b) receipt by the Administrative Agent of all documents with respect to such Overseas Revolver Borrower satisfying the requirements set forth in Section 4.01(a)(iv) with respect thereto;

(c) to the extent required by the Collateral and Guarantee Requirement, all Overseas Revolving Obligations shall have been (i) unconditionally guaranteed by each Guarantor and (ii) secured by a security interest in the Collateral with the priority required by the Collateral Documents; and

(d) the requirements of Section 6.11(c) shall have been satisfied with respect to such Overseas Revolver Borrower.

ARTICLE V

Representations and Warranties

The Company represents and warrants to the Agents and the Lenders that:

SECTION 5.01. Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its Subsidiaries (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.02. Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transaction, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (i) (x) any Existing Notes Documentation or (y) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(i), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

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SECTION 5.03. Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.04. Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

SECTION 5.05. Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of SunGard and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein. During the period from December 31, 2004 to and including the Closing Date, there has been (i) no sale, transfer or other disposition by SunGard or any of its Subsidiaries of any material part of the business or property of SunGard or any of its Subsidiaries, taken as a whole and (ii) no purchase or other acquisition by SunGard or any of its Subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of SunGard and its Subsidiaries, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders prior to the Closing Date.

(ii) The unaudited pro forma consolidated balance sheet of the Company and its Subsidiaries as at March 31, 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Company and its Subsidiaries for the most recent fiscal year, the quarter ended March 31, 2005 and the 12-month period ending on March 31, 2005 (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date or

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at the beginning of such periods, as the case may be) to the Transaction, each material acquisition by SunGard or any of its Subsidiaries consummated after March 31, 2005 and prior to the Closing Date and all other transactions that would be required to be given pro forma effect by Regulation S-X promulgated under the Exchange Act (including other adjustments consistent with the definition of Pro Forma Adjustment or as otherwise agreed between the Company and the Arrangers). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Company to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Company and its Subsidiaries as at March 31, 2005 and their estimated results of operations for the periods covered thereby, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of the periods covered thereby.

(b) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(c) The forecasts of consolidated balance sheets, income statements and cash flow statements of the Company and its Subsidiaries for each fiscal year ending after the Closing Date until the eighth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date in a form reasonably satisfactory to it, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material.

(d) As of the Closing Date, neither the Company nor any Subsidiary has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on Schedule 5.05, (ii) obligations arising under this Agreement and (iii) liabilities incurred in the ordinary course of business) that, either individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

SECTION 5.06. Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Company or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

SECTION 5.07. No Default. Neither the Company nor any Subsidiary is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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SECTION 5.08. Ownership of Property; Liens. Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 5.09. Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Except as specifically disclosed in Schedule 5.09(b) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location.

(c) The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under, or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

(d) Except as specifically disclosed in Schedule 5.09(d), neither any Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

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(e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect.

(f) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

SECTION 5.10. Taxes. Except as set forth in Schedule 5.10 and except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries have filed all Federal and state and other tax returns and reports required to be filed, and have paid all Federal and state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those (a) which are not overdue by more than thirty (30) days or (b) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

SECTION 5.11. ERISA Compliance. (a) Except as set forth in Schedule 5.11(a) or as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in with the applicable provisions of ERISA, the Code and other Federal or state Laws.

(b) (i) No ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Pension Plan; (ii) no Pension Plan has an “accumulated funding deficiency” (as defined in Section 412 of the Code), whether or not waived; (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(b), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

SECTION 5.12. Subsidiaries; Equity Interests. As of the Closing Date, neither Holdings nor any Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests in material Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by Holdings or a Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.12 (a) sets forth the

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name and jurisdiction of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Company and any other Subsidiary in each Subsidiary, including the percentage of such ownership and (c) identifies each Subsidiary that is (i) an Overseas Borrower or (ii) a Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

SECTION 5.13. Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) No Borrower is engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any purpose that violates Regulation U.

(b) None of the Company, any Person Controlling the Company, or any Subsidiary (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

SECTION 5.14. Disclosure. No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information and pro forma financial information, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.

SECTION 5.15. Intellectual Property; Licenses, Etc. Each of the Loan Parties and their Subsidiaries own, license or possess the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, without conflict with the rights of any Person, except to the extent such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No IP Rights, advertising, product, process, method, substance, part or other material used by any Loan Party or any Subsidiary in the operation of their respective businesses as currently conducted infringes upon any rights held by any Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights,

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is pending or, to the knowledge of any Borrower, threatened against any Loan Party or Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

SECTION 5.16. Solvency. On the Closing Date after giving effect to the Transaction, the Loan Parties, on a consolidated basis, are Solvent.

SECTION 5.17. Representations and Warranties of Overseas Revolver Borrowers. Each Overseas Revolver Borrower shall be deemed by the execution and delivery of its Election to Participate to have represented and warranted as of the date thereof (and each other date on which this representation is deemed to have been made) that the representations and warranties set forth in Sections 5.01, 5.02, 5.03 and 5.04 are true and correct in all material respects as to such Overseas Revolver Borrower and its Election to Participate and any Loan Document to which it is a party, except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects.

SECTION 5.18. Subordination of Junior Financing. The Obligations are “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation.

SECTION 5.19. Labor Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against any of Holdings, the Company or its Subsidiaries pending or, to the knowledge of Holdings or the Company, threatened; (b) hours worked by and payment made to employees of each of Holdings, the Company or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with such matters; and (c) all payments due from any of Holdings, the Company or its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant party.

ARTICLE VI

Affirmative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each of Holdings and the Company shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each Restricted Subsidiary to:

SECTION 6.01. Financial Statements. Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Company beginning with the 2005 fiscal year, a consolidated balance sheet of the Company and its Subsidiaries as at the end of

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such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of PricewaterhouseCoopers LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(b) as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Company as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

(c) as soon as available, and in any event no later than ninety (90) days after the end of each fiscal year of the Company, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Company and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; and

(d) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 6.01(a) and 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.

Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Company and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of Holdings

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(or any direct or indirect parent of Holdings) or (B) the Company’s or Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Company and the Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of PricewaterhouseCoopers LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

SECTION 6.02. Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event;

(b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Company and, if such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11, any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document;

(c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Company files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any Existing Notes Documentation, New Notes Documentation or Junior Financing

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Documentation in a principal amount greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02;

(e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(b), (i) a report setting forth the information required by Section 3.03(c) of the Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate; and

(f) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Company shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

SECTION 6.03. Notices. Promptly after obtaining knowledge thereof, notify the Administrative Agent:

(a) of the occurrence of any Default; and

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any default or event of default under, a

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Contractual Obligation of any Loan Party or any Subsidiary, (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any Subsidiary and any Governmental Authority, (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary, including pursuant to any applicable Environmental Laws or in respect of IP Rights or the assertion or occurrence of any noncompliance by any Loan Party or as any of its Subsidiaries with, or liability under, any Environmental Law or Environmental Permit, or (iv) the occurrence of any ERISA Event.

Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of the Company (x) that such notice is being delivered pursuant to Section 6.03(a) or (b) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action the Company has taken and proposes to take with respect thereto.

SECTION 6.04. Payment of Obligations. Pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities in respect of taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect.

SECTION 6.05. Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05 and (b) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except (i) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 7.04 or 7.05.

SECTION 6.06. Maintenance of Properties. Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice.

SECTION 6.07. Maintenance of Insurance. Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Company and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons.

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SECTION 6.08. Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

SECTION 6.09. Books and Records. Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Company or such Subsidiary, as the case may be.

SECTION 6.10. Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Company; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Company’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Company at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Company the opportunity to participate in any discussions with the Company’s independent public accountants.

SECTION 6.11. Covenant to Guarantee Obligations and Give Security. At the Company’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:

(a) upon the formation or acquisition of any new direct or indirect wholly owned Domestic Subsidiary or Qualified Foreign Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary or Qualified Foreign Subsidiary as a Restricted Subsidiary:

(i) within thirty (30) days after such formation, acquisition or designation or such longer period as the Administrative Agent may agree in its discretion:

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(A) cause each such Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the real properties owned or leased by such Restricted Subsidiary that (x) in the case of owned properties, have a book value in excess of $5,000,000 or (y) in the case of leased properties, are expected to have aggregate annual rental payments in excess of $1,000,000, in detail reasonably satisfactory to the Administrative Agent;

(B) cause (x) each such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement and (y) each direct or indirect parent of each such Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;

(C) (x) cause each such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Collateral Agent and (y) cause each direct or indirect parent of such Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Collateral Agent;

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(D) take and cause such Restricted Subsidiary and each direct or indirect parent of such Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity,

(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request, and

(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of real property (A) that is owned by such Restricted Subsidiary and has a book value in excess of $5,000,000 or (B) that is leased by such Restricted Subsidiary under a lease requiring aggregate annual rental payments in excess of $1,000,000, any existing title reports, surveys or environmental assessment reports.

(b) (i) The Company shall use its commercially reasonable efforts to create and perfect security interests in the leased real properties set forth on Schedule 1.01A;

(ii) the Company shall obtain the security interests and Guarantees set forth on Schedule 1.01B on or prior to the dates corresponding to such security interests and Guarantees set forth on Schedule 1.01B; and

(iii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party, (y) the acquisition of any owned real property by any Loan Party with a book value in excess of $5,000,000 or (z) the entering into, or renewal, by any Loan Party of a lease in respect of real property requiring aggregate annual rental payments in excess of $1,000,000, and such personal property, owned real property or lease shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Company shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required

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by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.

(c) On or prior to the date of designation of any Overseas Revolver Borrower in accordance with Section 2.14 or such later date as the Administrative Agent may agree in its discretion, the Company shall, in each case at the Company’s expense (A) to the extent required by the Collateral and Guarantee Requirement, cause each Qualified Foreign Subsidiary of such Overseas Revolver Borrower and each direct and indirect parent of such Overseas Revolver Borrower to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the obligations of such Overseas Revolver Borrower under the Loan Documents in accordance with the Collateral and Guarantee Requirement, (B) to the extent required by the Collateral and Guarantee Requirement, cause such Overseas Revolver Borrower, its Qualified Foreign Subsidiaries and, to the extent that it has not already done so, each direct or indirect parent of the Overseas Revolver Borrower, at the Company’s expense, to execute, deliver, file and record any documents, statements, assignment, instrument, agreement or other paper and take all other actions necessary in order to create a perfected security interest (to the extent possible under local Law and with the priority required by the Collateral Documents) in all of the assets (subject to exceptions and limitations consistent with those set forth in the Collateral Documents as in effect on the Closing Date (to the extent appropriate in the applicable jurisdiction)) of such Overseas Revolver Borrower and each of its Qualified Foreign Subsidiaries and direct or indirect parents that are required to secure their respective obligations under the Loan Documents pursuant to the Collateral and Guarantee Requirement, (C) deliver to the Administrative Agent an opinion of counsel, addressed to the Administrative Agent and the other Secured Parties, reasonably acceptable to the Administrative Agent addressing the matters set forth in clause (B) above (if applicable) and such other matters as the Administrative Agent may reasonably request and (D) deliver such other documents or certificates evidencing matters referred to in Section 4.01(a)(iv) and Section 4.01(a)(v) as the Administrative Agent shall reasonably request.

SECTION 6.12. Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, comply, and take all reasonable actions to cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and, in each case to the extent required by Environmental Laws, conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws.

SECTION 6.13. Further Assurances and Post-Closing Conditions. (a) Promptly upon reasonable request by the Administrative Agent (i) correct any

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material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents.

(b) In the case of any real property referred to in Section 6.11(b), provide the Administrative Agent with (1) Mortgages with respect to such owned real property within thirty (30) days of the acquisition of, or, if requested by the Administrative Agent, entry into, or renewal of, a ground lease in respect of, such real property or (2) a Collateral Assignment with respect to a space lease in respect of such real property, in each case together with:

(i) evidence that counterparts of the Mortgages or Collateral Assignments, as applicable, have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Administrative Agent or the Collateral Agent (as appropriate) for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;

(ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements and in amount, reasonably acceptable to the Administrative Agent (not to exceed the value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, free and clear of all defects and encumbrances, subject to Liens permitted by Section 7.01, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably request;

(iii) opinions of local counsel for the Loan Parties in states in which the real properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent;

(iv) evidence that each such space lease contains a provision reasonably acceptable to the Administrative Agent permitting a Collateral Assignment with respect to such provisions; provided that the

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Administrative Agent shall be permitted to waive this requirement if it is reasonably satisfied that the Company has used its commercially reasonable efforts to comply with this requirement; and

(v) such other evidence that all other actions that the Administrative Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in the Mortgages or the Collateral Assignment has been taken.

(c) Promptly after the Closing Date, the Company shall use its commercially reasonable efforts to obtain Collateral Assignments with respect to each space lease set forth in Schedule 1.01A.

SECTION 6.14. Ownership of Overseas Borrowers. Each of the Overseas Borrowers will, at all times, be a direct or indirect wholly owned Subsidiary of the Company.

SECTION 6.15. Designation of Subsidiaries. The board of directors of Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Company and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Borrower, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Existing Notes, the New Notes or any Junior Financing, as applicable, and (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Company therein at the date of designation in an amount equal to the net book value of the Company’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

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ARTICLE VII

Negative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Holdings and the Company shall not, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly:

SECTION 7.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) Liens pursuant to any Loan Document;

(b) Liens existing on the date hereof and listed on Schedule 7.01(b) and any modifications, replacements, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03;

(c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings, the Company or any Restricted Subsidiary;

(f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;

(g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the Company or any material Subsidiary;

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(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property except for accessions to such property other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

(j) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Company or any material Subsidiary or (ii) secure any Indebtedness;

(k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(g), (i) and (n) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(n) Liens on property (i) of any Foreign Subsidiary that is not a Loan Party and (ii) that does not constitute Collateral, which Liens secure Indebtedness of the applicable Foreign Subsidiary permitted under Section 7.03;

(o) Liens in favor of the Company or a Restricted Subsidiary securing Indebtedness permitted under Section 7.03(d);

(p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.15), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of

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such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(e), (g), (h), or (k);

(q) any interest or title of a lessor under leases entered into by the Company or any of the Restricted Subsidiaries in the ordinary course of business;

(r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;

(s) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02;

(t) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(u) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings, the Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, the Company and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Holdings, the Company or any Restricted Subsidiary in the ordinary course of business;

(v) Liens solely on any cash earnest money deposits made by Holdings, the Company or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(w) (i) Liens placed upon the Equity Interests of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section 7.03(g) in connection with such Permitted Acquisition and (ii) Liens placed upon the assets of such Restricted Subsidiary and any of its Subsidiaries to secure a Guarantee by such Restricted Subsidiary and its Subsidiaries of any such Indebtedness incurred pursuant to Section 7.03(g);

(x) Liens in respect of the Receivables Facility;

(y) Broker-Dealer Liens in respect of the Broker-Dealer Facility;

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(z) Pari Passu Liens;

(aa) ground leases in respect of real property on which facilities owned or leased by the Company or any of its Subsidiaries are located; and

(bb) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $75,000,000.

Notwithstanding the foregoing, no Liens on any IP Collateral shall be permitted at any time, other than pursuant to Section 7.01(a), (b), (c), (h), (j), (m), (o), (p), (r), (u)(iii) or (w).

SECTION 7.02. Investments. Make or hold any Investments, except:

(a) Investments by the Company or a Restricted Subsidiary in assets that were Cash Equivalents when such Investment was made;

(b) loans or advances to officers, directors and employees of Holdings, the Company and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings (or any direct or indirect parent thereof) (provided that the amount of such loans and advances shall be contributed to the Company in cash as common equity) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding not to exceed $10,000,000;

(c) Investments (i) by Holdings, the Company or any Restricted Subsidiary in any Loan Party (excluding any new Restricted Subsidiary which becomes a Loan Party and excluding any Foreign Subsidiary), (ii) by any Restricted Subsidiary that is not a Loan Party in any other such Restricted Subsidiary that is also not a Loan Party, (iii) by the Company or any Restricted Subsidiary (A) in any Foreign Subsidiary; provided that the aggregate amount of such Investments in Foreign Subsidiaries that are not Loan Parties (together with, but without duplication, the aggregate consideration paid in respect of Permitted Acquisitions of Persons that do not become Loan Parties pursuant to Section 7.02(i)(B)) shall not exceed $500,000,000 (net of any return representing a return of capital in respect of any such Investment) or (B) in any Foreign Subsidiary that is a Loan Party, consisting of the contribution of Equity Interests of any other Foreign Subsidiary held directly by the Company or such Restricted Subsidiary in exchange for Indebtedness, Equity Interests or a combination thereof of the Foreign Subsidiary to which such contribution is made, (C) in any Foreign Subsidiary, constituting an exchange of Equity Interests of such Foreign Subsidiary for Indebtedness of such Foreign Subsidiary or (D) constituting Guarantees of Indebtedness or other monetary obligations of Foreign Subsidiaries owing to any Loan Party and (iv) by any Foreign Subsidiary that is a Loan Party in any other Foreign Subsidiary that is a Loan Party (other than any new Restricted Subsidiary that becomes a Loan Party);

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the

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ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

(e) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted under Sections 7.01, 7.03, 7.04, 7.05 and 7.06, respectively;

(f) Investments (i) existing or contemplated on the date hereof and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the date hereof by the Company or any Restricted Subsidiary in the Company or any other Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 7.02;

(g) Investments in Swap Contracts permitted under Section 7.03;

(h) promissory notes and other noncash consideration received in connection with Dispositions permitted by Section 7.05;

(i) the purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will be a wholly owned Subsidiary of the Company (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(i) (each, a “Permitted Acquisition”):

(A) subject to clause (B) below, a majority of all property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and each applicable Loan Party and any such newly created or acquired Subsidiary (and, to the extent required under the Collateral and Guarantee Requirement, the Subsidiaries of such created or acquired Subsidiary) shall be a Guarantor and shall have complied with the requirements of Section 6.11, within the times specified therein;

(B) the aggregate amount of consideration paid in respect of acquisitions of Persons that do not become Loan Parties (together with the aggregate amount of all Investments in Foreign Subsidiaries that are not Loan Parties pursuant to Section 7.02(c)(iii)(A)) shall not exceed $500,000,000 (net of any return representing a return of capital in respect of any such Investment);

(C) the acquired property, assets, business or Person is in the same line of business as the Company or a Subsidiary;

(D) (1) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Default shall

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have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Company and the Restricted Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby and evidenced by a certificate from the Chief Financial Officer of the Company demonstrating such compliance calculation in reasonable detail; and

(E) the Company shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (5) Business Days after the date on which any such purchase or other acquisition is consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (i) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;

(j) the Transaction;

(k) Investments in the ordinary course of business consisting of Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices;

(l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(m) loans and advances to Holdings (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings (or such parent) in accordance with Sections 7.06(h), (i) or (j);

(n) so long as immediately after giving effect to any such Investment, no Default has occurred and is continuing and the Company and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, other Investments that do not exceed $500,000,000 in the aggregate, net of any return representing return of capital in respect of any such investment and valued at the time of the making thereof; provided that, such amount shall be increased by (i) the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) that are Not Otherwise Applied and (ii) if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such Investments) the Total Leverage Ratio is 6.25:1 or less, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied;

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(o) advances of payroll payments to employees in the ordinary course of business;

(p) Investments to the extent that payment for such Investments is made solely with capital stock of Holdings (or the Company after a Qualifying IPO of the Company);

(q) Investments of a Restricted Subsidiary acquired after the Closing Date or of a corporation merged into the Company or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(r) Investments arising as a result of the Receivables Facility; and

(s) Guarantees by Holdings, the Company or any Restricted Subsidiary of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

provided that no Investment in an Unrestricted Subsidiary that would otherwise be permitted under this Section 7.02 shall be permitted hereunder to the extent that any portion of such Investment is used to make any prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings.

SECTION 7.03. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness of Holdings, the Company and any of its Subsidiaries under the Loan Documents;

(b) Indebtedness (i) outstanding on the date hereof and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the date hereof;

(c) Guarantees by Holdings, the Company and the Restricted Subsidiaries in respect of Indebtedness of the Company or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) no Guarantee by any Restricted Subsidiary of any Existing Note, New Note, or Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the Subsidiary Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

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(d) Indebtedness of the Company or any Restricted Subsidiary owing to the Company or any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.02; provided that, all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be subject to the subordination terms set forth in Section 5.03 of the Security Agreement;

(e) (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets, other than software; provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the applicable acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(f) and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and (ii);

(f) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes;

(g) Indebtedness of Foreign Subsidiaries or Guarantors (i) assumed in connection with any Permitted Acquisition or (ii) incurred to finance a Permitted Acquisition, in each case, that is secured only by the assets or business acquired in the applicable Permitted Acquisition (including any acquired Equity Interests) and so long as both immediately prior and after giving effect thereto, (A) no Default shall exist or result therefrom, (B) the Company and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, and (C) the aggregate principal amount of such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to this paragraph (g) does not exceed $200,000,000;

(h) (i) Indebtedness of Holdings, the Company and the Restricted Subsidiaries (A) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, or (B) incurred to finance a Permitted Acquisition and (ii) any Permitted Refinancing of the foregoing; provided, in each case that such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof (v) is unsecured or is subordinated to the Obligations on terms no less favorable to the Lenders than the subordination terms set forth in the Senior Subordinated Notes Indenture as of the Closing Date, (w) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom and (2) the Company and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, (x) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the Maturity Date of the Term Loans (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (y) hereof), (y) has terms and conditions (other than interest rate, redemption premiums and subordination

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terms), taken as a whole, that are not materially less favorable to the Company as the terms and conditions of the New Notes as of the Closing Date; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Company within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); and (z) with respect to such Indebtedness described in the immediately preceding clause (B), is incurred by the Company or a Guarantor.

(i) Indebtedness representing deferred compensation to employees of the Company and the Restricted Subsidiaries incurred in the ordinary course of business;

(j) Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings permitted by Section 7.06;

(k) Indebtedness incurred by Holdings, the Company or the Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments;

(l) Indebtedness consisting of obligations of Holdings, the Company or the Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder;

(m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts;

(n) Indebtedness in an aggregate principal amount not to exceed $500,000,000 at any time outstanding; provided that a maximum of $400,000,000 of aggregate principal amount of such Indebtedness (less the aggregate principal amount of Indebtedness of Foreign Subsidiaries that are not Guarantors outstanding at any time under Section 7.03(g)) may be incurred on a secured basis by Foreign Subsidiaries that are not Guarantors;

(o) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

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(p) Indebtedness incurred by the Company or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof;

(q) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Company or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;

(r) unsecured Indebtedness of Holdings (“Permitted Holdings Debt”) (i) that is not subject to any Guarantee by the Company or any Restricted Subsidiary, (ii) that will not mature prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (iii) that has no scheduled amortization or payments of principal (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirements of clause (v) hereof), (iv) that does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to the earlier to occur of (A) the date that is five (5) years from the date of the issuance or incurrence thereof and (B) the date that is ninety-one (91) days after the Maturity Date of the Term Loans, and (v) that has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior discount notes of an issuer that is the parent of a borrower under senior secured credit facilities, and in any event, with respect to covenant, default and remedy provisions, no more restrictive than those set forth in the Senior Subordinated Notes Indenture as of the Closing Date, taken as a whole (other than provisions customary for senior discount notes of a holding company); provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Company within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); provided, further, that any such Indebtedness shall constitute Permitted Holdings Debt only if (1) both before and after giving effect to the issuance or incurrence thereof, no Default shall have occurred and be continuing and (2) the Company and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11 (it being understood that any capitalized or paid-in-kind or accreted principal on such Indebtedness is not subject to this proviso);

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(s) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit;

(t) Indebtedness in respect of the Receivables Facility;

(u) the Broker-Dealer Facility, in an aggregate principal amount of Indebtedness not to exceed $20,000,000 at any time outstanding;

(v) Indebtedness in respect of the New Notes and any Permitted Refinancing thereof; and

(w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v) above.

SECTION 7.04. Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:

(a) any Restricted Subsidiary may merge with (i) any Borrower (including a merger, the purpose of which is to reorganize such Borrower into a new jurisdiction); provided that (x) such Borrower shall be the continuing or surviving Person and (y) such merger does not result in any Overseas Borrower ceasing to be a Qualifying Foreign Subsidiary or the Company ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia, or (ii) any one or more other Restricted Subsidiaries; provided that when any Restricted Subsidiary that is a Loan Party is merging with another Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person;

(b) (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than a Borrower) may liquidate or dissolve or change its legal form if Holdings determines in good faith that such action is in the best interests of Holdings and its Subsidiaries and if not materially disadvantageous to the Lenders;

(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor or a Borrower, then (i) the transferee must either be a Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;

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(d) so long as no Default exists or would result therefrom, the Company may merge with any other Person; provided that (i) the Company shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Company (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Company under this Agreement and the other Loan Documents to which the Company is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each U.S. Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee shall apply to the Successor Company’s obligations under this Agreement, (D) each U.S. Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, and (F) the Company shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Company under this Agreement;

(e) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11;

(f) the Company and the Restricted Subsidiaries may consummate the Merger; and

(g) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

SECTION 7.05. Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:

(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Company and the Restricted Subsidiaries;

(b) Dispositions of inventory and immaterial assets in the ordinary course of business;

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(c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;

(d) Dispositions of property to the Company or to a Restricted Subsidiary; provided that if the transferor of such property is a Guarantor or a Borrower (i) the transferee thereof must either be a Borrower or a Guarantor or (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 7.02;

(e) Dispositions permitted by Sections 7.04 and 7.06 and Liens permitted by Section 7.01;

(f) Dispositions of property (other than IP Collateral) pursuant to sale-leaseback transactions; provided that (i) with respect to such property owned by the Company and its Restricted Subsidiaries on the Closing Date, the fair market value of all property so Disposed of after the Closing Date (taken together with the aggregate book value of all property Disposed of pursuant to Section 7.05(k)) shall not exceed $2,930,000,000 and (ii) with respect to such property acquired by the Company or any Restricted Subsidiary after the Closing Date, the applicable sale-leaseback transaction occurs within two hundred and seventy (270) days after the acquisition or construction (as applicable) of such property;

(g) Dispositions of Cash Equivalents;

(h) Dispositions of accounts receivable in connection with the collection or compromise thereof or in connection with the Receivables Facility;

(i) leases, subleases, licenses or sublicenses (including the provision of Software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of Holdings, the Company and the Restricted Subsidiaries;

(j) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event;

(k) Dispositions of property not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (k) (taken together with the aggregate fair market value of all property Disposed of pursuant to Section 7.05(f)) shall not exceed $2,930,000,000 and (iii) with respect to any Disposition pursuant to this clause (k) for a purchase price in excess of $10,000,000, the Company or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(s) and clauses (i) and (ii) of Section 7.01(u)); provided, however, that for the

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purposes of this clause (iii), (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Company and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of 1.5% of Total Assets (as such term is defined in the New Notes Indenture as of the Closing Date) at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash;

(l) Dispositions listed on Schedule 7.05(l); and

(m) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements.

provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e) and except for Dispositions from a Loan Party to another Loan Party), shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than Holdings, the Company or any Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

SECTION 7.06. Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except:

(a) each Restricted Subsidiary may make Restricted Payments to the Company and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Company and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);

(b) Holdings, the Company and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person;

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(c) so long as no Default shall have occurred and be continuing or would result therefrom, from and after the date the Company delivers an irrevocable written notice to the Administrative Agent stating that the Company will make Restricted Payments to Holdings that are used by Holdings solely to fund cash interest payments required to be made by Holdings (the “Holdings Restricted Payments Election”), the Company may make such Restricted Payments to Holdings;

(d) Restricted Payments made on the Closing Date to consummate the Transaction;

(e) to the extent constituting Restricted Payments, Holdings, the Company and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.04 or 7.08 other than Section 7.08(f);

(f) repurchases of Equity Interests in Holdings, the Company or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(g) Holdings (or the Company after a Qualifying IPO of the Company) may pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Holdings (or of any such parent of Holdings or of the Company after a Qualifying IPO of the Company) by any future, present or former employee or director of Holdings (or any direct or indirect parent of Holdings) or any of its Subsidiaries pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee or director of Holdings or any of its Subsidiaries;

(h) the Company and its Restricted Subsidiaries may make Restricted Payments to Holdings:

(i) the proceeds of which will be used to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) the tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns for the relevant jurisdiction of Holdings (or such parent) attributable to Holdings, the Company or its Subsidiaries determined as if the Company and its Subsidiaries filed separately;

(ii) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $3,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributable to the ownership or operations of the Company and its Subsidiaries;

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(iii) the proceeds of which shall be used by Holdings to pay franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence;

(iv) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 7.06(g);

(v) to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Company or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Company or its Restricted Subsidiaries in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Section 6.11; and

(vi) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement;

(i) in addition to the foregoing Restricted Payments and so long as no Default shall have occurred and be continuing or would result therefrom, the Company may make additional Restricted Payments to Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments, in an aggregate amount, together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 7.13(a)(iv) and (2) loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by this clause (i), not to exceed the sum of (i) $200,000,000, (ii) the aggregate amount of the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) that are Not Otherwise Applied and (iii) if the Total Leverage Ratio as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such additional Restricted Payments) is 6.25:1 or less, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied. For the purpose of this Agreement, “Cumulative Excess Cash Flow” means the sum of Excess Cash Flow (but not less than zero in any period) for the fiscal year ending on December 31, 2006 and Excess Cash Flow for each succeeding and completed fiscal year; and

(j) Holdings or the Company may make Restricted Payments with the proceeds of the issuance of Indebtedness of Holdings.

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SECTION 7.07. Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Company and the Restricted Subsidiaries on the date hereof or any business reasonably related or ancillary thereto.

SECTION 7.08. Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Company, whether or not in the ordinary course of business, other than (a) transactions among Loan Parties or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction, (b) on terms substantially as favorable to Holdings, the Company or such Restricted Subsidiary as would be obtainable by Holdings, the Company or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the payment of fees and expenses related to the Transaction, (d) the issuance of Equity Interests to the management of the Company or any of its Subsidiaries in connection with the Transaction, (e) the payment of management and monitoring fees to the Sponsors in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to the Sponsor Management Agreement as in effect on the date hereof and any Sponsor Termination Fees not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the date hereof and related indemnities and reasonable expenses, (f) equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests by Holdings permitted under Section 7.06, (g) loans and other transactions by Holdings, the Company and the Restricted Subsidiaries to the extent permitted under this Article 7, (h) employment and severance arrangements between Holdings, the Company and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business, (i) payments by Holdings (and any direct or indirect parent thereof), the Company and the Restricted Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such parent thereof), the Company and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and the Restricted Subsidiaries, (j) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers and employees of Holdings, the Company and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, the Company and the Restricted Subsidiaries, (k) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (l) dividends, redemptions and repurchases permitted under Section 7.06, and (m) customary payments by Holdings, the Company and any Restricted Subsidiaries to the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings or the Company, in good faith.

SECTION 7.09. Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of the Company that is not a Guarantor

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to make Restricted Payments to the Company or any Guarantor or (b) the Company or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Company; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.15, (iii) represent Indebtedness of a Restricted Subsidiary of the Company which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.05, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e) or 7.03(g) to the extent that such restrictions apply only to the property or assets securing such Indebtedness or, in the case of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

SECTION 7.10. Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, in a manner inconsistent with the uses set forth in the preliminary statements to this Agreement.

SECTION 7.11. Financial Covenants. (a) Total Leverage Ratio. Permit the Total Leverage Ratio as of the last day of any Test Period (beginning with the Test Period ending on March 31, 2006) to be greater than the ratio set forth below opposite the last day of such Test Period:

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Fiscal Year	March 31	June 30	September 30	December 31
2006	8.25:1	8.25:1	8.25:1	7.75:1
2007	7.75:1	7.75:1	7.75:1	7.25:1
2008	7.25:1	7.25:1	7.25:1	6.75:1
2009	6.75:1	6.75:1	6.75:1	6.25:1
2010	6.25:1	6.25:1	6.25:1	5.50:1
2011	5.50:1	5.50:1	5.50:1	5.00:1
2012	5.00:1	5.00:1	5.00:1	4.50:1
2013	4.50:1	4.50:1	4.50:1	4.00:1
2014	4.00:1	4.00:1	—	—

(b) Interest Coverage Ratio. Permit the Interest Coverage Ratio for any Test Period (beginning with the Test Period ending on December 31, 2005) to be less than the ratio set forth below opposite the last day of such Test Period:

Fiscal Year	March 31	June 30	September 30	December 31
2005	—	—	—	1.40:1
2006	1.40:1	1.40:1	1.40:1	1.50:1
2007	1.50:1	1.50:1	1.50:1	1.60:1
2008	1.60:1	1.60:1	1.60:1	1.65:1
2009	1.65:1	1.65:1	1.65:1	1.70:1
2010	1.70:1	1.70:1	1.70:1	1.80:1
2011	1.80:1	1.80:1	1.80:1	1.95:1
2012	1.95:1	1.95:1	1.95:1	2.10:1
2013	2.10:1	2.10:1	2.10:1	2.20:1
2014	2.20:1	2.20:1	—	—

SECTION 7.12. Accounting Changes. Make any change in fiscal year; provided, however, that the Company may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Company and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

SECTION 7.13. Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Notes, any subordinated Indebtedness incurred under Section 7.03(h) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if applicable, is permitted pursuant to Section 7.03(h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), or of any Indebtedness of

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Holdings, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary to the extent permitted by the Collateral Documents and (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(i) and (2) loans and advances to Holdings made pursuant to Section 7.02(m), not to exceed the sum of (i) $200,000,000, (ii) the amount of the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) made within eighteen (18) months prior thereto that are Not Otherwise Applied and (iii) if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments) the Total Leverage Ratio is 6.25:1 or less, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied.

(b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Arrangers.

SECTION 7.14. Equity Interests of the Company and Restricted Subsidiaries. Permit any Domestic Subsidiary that is a Restricted Subsidiary to be a non-wholly owned Subsidiary, except (i) as a result of or in connection with a dissolution, merger, consolidation or Disposition of a Restricted Subsidiary permitted by Section 7.04, 7.05 or an Investment in any Person permitted under Section 7.02 or (ii) so long as such Restricted Subsidiary continues to be a Guarantor;

SECTION 7.15. Holding Company. In the case of Holdings, conduct, transact or otherwise engage in any business or operations other than those incidental to (i) its ownership of the Equity Interests of the Company, (ii) the maintenance of its legal existence, (iii) the performance of the Loan Documents, the Merger Agreement and the other agreements contemplated by the Merger Agreement, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 7, and (v) any transaction that Holdings is permitted to enter into or consummate under this Article 7.

SECTION 7.16. Capital Expenditures.

(a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Company and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year:

Fiscal Year	Amount
2005	$	380,000,000.00
2006	$	375,000,000.00
2007	$	375,000,000.00

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Fiscal Year	Amount
2008	$	375,000,000.00
2009	$	400,000,000.00
2010	$	400,000.000.00
2011	$	425,000,000.00
2012	$	450,000,000.00
2013	$	450,000,000.00

; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”).

(b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Company and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.16(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.16(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the two succeeding fiscal years; provided that Capital Expenditures in any fiscal year shall be counted against the base amount set forth in Section 7.16(a) with respect to such fiscal year prior to being counted against any Rollover Amount available with respect to such fiscal year.

ARTICLE VIII

Events Of Default and Remedies

SECTION 8.01. Events of Default. Any of the following shall constitute an Event of Default:

(a) Non-Payment. Any Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or

(b) Specific Covenants. The Company fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a) or 6.05(a) (solely with respect to Holdings and the Company) or Article 7; provided that any Event of Default under Section 7.11 is subject to cure as contemplated by Section 8.05; or

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent to the Company; or

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(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Company or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e) Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Agreements, termination events or equivalent events pursuant to the terms of such Swap Agreements), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any of the Restricted Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and (except in the case of a U.K. Loan Party) the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and (x) except in the case of a U.K. Loan Party, continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding and (y) in the case of a winding up petition relating to a U.K. Loan Party, continues undismissed or unstayed for fourteen (14) calendar days from the commencement; or

(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts in excess of the Threshold Amount as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Loan Parties, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

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(h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or

(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect; or

(j) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; or

(k) Change of Control. There occurs any Change of Control; or

(l) Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01 or 6.11 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction permitted under Section 7.04 or 7.05) cease to create a valid and perfected lien, with the priority required by the Collateral Documents, (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Company ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens created by the Security Agreement or any nonconsensual Liens arising solely by operation of Law; or

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(m) Junior Financing Documentation. (i) Any of the Obligations of the Loan Parties under the Loan Documents for any reason shall cease to be “Senior Indebtedness” (or any comparable term) or “Senior Secured Financing” (or any comparable term) under, and as defined in any Junior Financing Documentation or (ii) the subordination provisions set forth in any Junior Financing Documentation shall, in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against the holders of any Junior Financing, if applicable.

SECTION 8.02. Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers;

(c) require that the Company Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Company under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Company to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

SECTION 8.03. Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Restricted Subsidiary affected by any event or circumstances referred to in any such clause that did not, as of the last day of the most recent completed fiscal quarter of the Company, have assets with a value in excess of 5% of the consolidated total assets of the Company and the Restricted Subsidiaries and did not, as of the four quarter period ending on the last day of such fiscal quarter, have revenues exceeding 5% of the total revenues of the Company and the Restricted Subsidiaries (it being agreed that all Restricted Subsidiaries affected by any event or

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circumstance referred to in any such clause shall be considered together, as a single consolidated Restricted Subsidiary, for purposes of determining whether the condition specified above is satisfied).

SECTION 8.04. Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article 3) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.05 and amounts payable under Article 3), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Obligations and the Cash Management Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit;

Sixth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Company or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy

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drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Company.

Notwithstanding anything to the contrary in this Agreement, amounts received from any Foreign Subsidiary on account of the Obligations of any Foreign Subsidiary shall be applied solely to the payment of Obligations of Foreign Subsidiaries.

SECTION 8.05. Company’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings or the Company may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Company (including through capital contribution of such Net Cash Proceeds by Holdings to the Company) no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

(b) In each period of four fiscal quarters, there shall be at least two (2) consecutive fiscal quarters in which no cure set forth in Section 8.05(a) is made.

SECTION 8.06. CAM Exchange. On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated in accordance with Section 8.02, (ii) the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that, in lieu of the interests of each Lender in the Designated Obligations under each Tranche in which it shall participate as of such date, such Lender shall own an interest equal to such Lender’s CAM Percentage in the Designated Obligations under each of the Tranches and (iii) simultaneously with the deemed exchange of interests pursuant to clause (ii) above, the interests in the Designated Obligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Dollar Amount, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the Lenders in respect of such Designated Obligations shall accrue and be payable in U.S. Dollars at the rate otherwise applicable hereunder. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 10.07 and each Borrower hereby consents and agrees to the CAM Exchange. Each of the Borrowers and the Lenders agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other

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instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

As a result of the CAM Exchange, on and after the CAM Exchange Date, (i) each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment or distribution to the extent required by the next paragraph below) and (ii) Section 10.15 shall not apply with respect to any taxes required to be withheld or deducted by the Company from or in respect of payments hereunder to any Lender or the Administrative Agent that exceed the taxes the Company would have been required to withhold or deduct from or in respect of payments to such Lender or the Administrative Agent had such CAM Exchange not occurred.

In the event that, on or after the CAM Exchange Date, the aggregate amount of the Designated Obligations shall change as a result of the making of a disbursement under a Letter of Credit by an L/C Issuer that is not reimbursed by the Company, then (i) each Revolving Lender shall, in accordance with Section 2.03(c), promptly make its L/C Advance in respect of such Unreimbursed Amount (without giving effect to the CAM Exchange), (ii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such disbursement and the making of such L/C Advances and the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in the Designated Obligations under each of the Tranches (and the interests in the Designated Obligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Dollar Amount of such amount in accordance with the first sentence of this Section 8.06), and (iii) in the event distributions shall have been made in accordance with clause (i) of the preceding paragraph, the Lenders shall make such payments to one another as shall be necessary in order that the amounts received by them shall be equal to the amounts they would have received had each such disbursement and L/C Advance been outstanding on the CAM Exchange Date. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive, absent manifest error.

ARTICLE IX

Administrative Agent and Other Agents

SECTION 9.01. Appointment and Authorization of Agents. (a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent

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to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article 9 with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article 9 and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

(c) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), L/C Issuer (if applicable) and a potential Hedge Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article 9 (including, Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

SECTION 9.02. Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies

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thereunder) by or through agents, employees or attorneys-in-fact including for the purpose of any Borrowings or payments in Alternative Currencies, such sub-agents as shall be deemed necessary by the Administrative Agent and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct (as determined in the final judgment of a court of competent jurisdiction).

SECTION 9.03. Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

SECTION 9.04. Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

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(b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

SECTION 9.05. Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Company referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article 8; provided that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.

SECTION 9.06. Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

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SECTION 9.07. Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

SECTION 9.08. Agents in their Individual Capacities. JPMorgan Chase Bank and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though JPMorgan Chase Bank were not the Administrative Agent or an L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, JPMorgan Chase Bank or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, JPMorgan Chase Bank shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent or an L/C Issuer, and the terms “Lender” and “Lenders” include JPMorgan Chase Bank in its individual capacity.

SECTION 9.09. Successor Agents. The Administrative Agent may resign as the Administrative Agent upon thirty (30) days’ notice to the Lenders and the Company. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Company at all times other than during the

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existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Company shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent,” shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article 9 and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

SECTION 9.10. Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and

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advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

SECTION 9.11. Collateral and Guaranty Matters. The Lenders irrevocably agree that:

(a) any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit, (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Company or any of its Domestic Subsidiaries that are Restricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below;

(b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and

(c) any Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Existing Notes, the New Notes or any Junior Financing.

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Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Company’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

SECTION 9.12. Other Agents; Arrangers and Managers. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “co-syndication agent,” “co-documentation agent”, “joint bookrunner” or “arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

SECTION 9.13. Appointment of Supplemental Administrative Agents. (a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby authorized to appoint an additional individual or institution selected by the Administrative Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Administrative Agent” and collectively as “Supplemental Administrative Agents”).

(a) In the event that the Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the

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exercise or performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Administrative Agent, and (ii) the provisions of this Article 9 and of Sections 10.04 and 10.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Administrative Agent, as the context may require.

(b) Should any instrument in writing from the Company, Holdings or any other Loan Party be required by any Supplemental Administrative Agent so appointed by the Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Company or Holdings, as applicable, shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Administrative Agent.

ARTICLE X

Miscellaneous

SECTION 10.01. Amendments, Etc. Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that, no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender without the written consent of each Lender directly affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

(b) postpone any date scheduled for, or reduce the amount of, any payment of principal or interest under Section 2.07 or 2.08 without the written consent of each Lender directly affected thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest;

(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees (including fees set forth in Section 2.05(a)(iv)) or other amounts

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payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, it being understood that any change to the definition of Total Leverage Ratio or in the component definitions thereof shall not constitute a reduction in the rate; provided that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest at the Default Rate;

(d) change any provision of this Section 10.01, the definition of “Required Lenders” or “Pro Rata Share” or Section 2.06(c), 8.04 or 2.13 without the written consent of each Lender affected thereby;

(e) other than in a transaction permitted under Section 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; or

(f) other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the aggregate value of the Guarantees, without the written consent of each Lender;

and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of an L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) the consent of Lenders holding more than 50% of any Class of Commitments shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments hereunder in a manner different than such amendment affects other Classes. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders).

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Company (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the

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benefits of this Agreement and the other Loan Documents with the U.S. Term Loans, U.K. Term Loans, Euro Term Loans and the Revolving Credit Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.

In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Company and the Lenders providing the relevant U.S. Replacement Term Loans, U.K. Replacement Term Loans or Euro Replacement Term Loans (as defined below) to permit the refinancing of all outstanding U.S. Term Loans (“U.S. Refinanced Term Loans”), U.K. Term Loans (“U.K. Refinanced Term Loans”) or Euro Term Loans (“Euro Refinanced Term Loans”) with a replacement U.S. term loan tranche denominated in Dollars (“U.S. Replacement Term Loans”), U.K. term loan tranche denominated in Sterling (“U.K. Replacement Term Loans”) or Euro term loan tranche denominated in Euros (“Euro Replacement Term Loans”), respectively, hereunder; provided that (a) the aggregate principal amount of such U.S. Replacement Term Loans, U.K. Replacement Term Loans or Euro Replacement Term Loans shall not exceed the aggregate principal amount of such U.S. Refinanced Term Loans, U.K. Refinanced Term Loans or Euro Refinanced Term Loans, respectively, (b) the Applicable Rate for such U.S. Replacement Term Loans, U.K. Replacement Term Loans or Euro Replacement Term Loans shall not be higher than the Applicable Rate for such U.S. Refinanced Term Loans, U.K. Refinanced Term Loans or Euro Refinanced Term Loans, respectively, (c) the Weighted Average Life to Maturity of such U.S. Replacement Term Loans, U.K. Replacement Term Loans or Euro Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such U.S. Refinanced Term Loans, U.K. Refinanced Term Loans or Euro Refinanced Term Loans, respectively, at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans) and (d) all other terms applicable to such U.S. Replacement Term Loans, U.K. Replacement Term Loans or Euro Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such U.S. Replacement Term Loans, U.K. Replacement Term Loans or Euro Replacement Term Loans than, those applicable to such U.S. Refinanced Term Loans, U.K. Refinanced Term Loans or Euro Refinanced Term Loans, respectively, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing.

Notwithstanding anything to the contrary contained in Section 10.01, guarantees, collateral security documents and related documents executed by Foreign Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Company without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.

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SECTION 10.02. Notices and Other Communications; Facsimile Copies. (a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to any Borrower, the Administrative Agent, an L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Company, the Administrative Agent, the L/C Issuers and the Swing Line Lender.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 10.02(c)), when delivered; provided that notices and other communications to the Administrative Agent, the L/C Issuers and the Swing Line Lender pursuant to Article 2 shall not be effective until actually received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

(b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders.

(c) Reliance by Agents and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrowers in the absence of gross negligence or willful misconduct. All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

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(d) Designation by Overseas Borrowers. Each Overseas Borrower hereby designates the Company as its representative and agent on its behalf for the purposes of giving and receiving all notices (other than Borrowing Requests and requests for the issuance of Letters of Credit pursuant to Section 2.03) and any other documentation required to be delivered to it pursuant to this Agreement and any other Loan Document by the Administrative Agent or any Lender. The Company hereby accepts such appointment. The Agents and the Lenders may regard any notice (other than Borrowing Requests and requests for the issuance of Letters of Credit pursuant to Section 2.03) or other communication pursuant to any Loan Document from the Company as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Overseas Borrower or Overseas Borrowers hereunder to the Company on behalf of such Overseas Borrower or Overseas Borrowers. Each Overseas Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Company shall be deemed for all purposes to have been made by such Overseas Borrower and shall be binding upon and enforceable against such Overseas Borrower to the same extent as if the same had been made directly by such Overseas Borrower.

SECTION 10.03. No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

SECTION 10.04. Attorney Costs, Expenses and Taxes. The Company agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Cravath, Swaine & Moore LLP, and (b) to pay or reimburse the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges

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and fees and taxes related thereto, and other (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Company of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

SECTION 10.05. Indemnification by the Company. Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, trustees, investment advisors and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Company, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Company, any Subsidiary or any other Loan Party, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05

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applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 10.05 shall be paid within ten (10) Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

SECTION 10.06. Payments Set Aside. To the extent that any payment by or on behalf of the Company is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect.

SECTION 10.07. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Holdings nor any Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee, (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(g) or (iv) to an SPC in accordance with the provisions of Section 10.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the

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Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the Company, provided that no consent of the Company shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing, any Assignee;

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment (i) of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or (ii) to an Agent or an Affiliate of an Agent;

(C) each Principal L/C Issuer at the time of such assignment, provided that no consent of the Principal L/C Issuers shall be required for any assignment of a Term Loan or any assignment to an Agent or an Affiliate of an Agent; and

(D) the Swing Line Lender; provided that no consent of the Swing Line Lender shall be required for any assignment of a Term Loan or any assignment to an Agent or an Affiliate of an Agent.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (in the case of each Revolving Credit Facility), or $1,000,000 (in the case of a Term Loan) unless each of the Company and the Administrative Agent otherwise consents, provided that (1) no such consent of the Company shall be required if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis.

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(c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the relevant Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(e).

(d) The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrowers, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(e) Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant,

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agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to Section 10.07(f), the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(c) but shall not be entitled to recover greater amounts under such Sections than the selling Lender would be entitled to recover. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(f) A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the relevant Borrower’s prior written consent. A Participant shall not be entitled to the benefits of Section 3.01 unless the relevant Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the relevant Borrower, to comply with Section 10.15 as though it were a Lender.

(g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the relevant Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the relevant Borrower under this Agreement (including its obligations under Section 3.01, 3.04 or 3.05), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the relevant Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any

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Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(i) Notwithstanding anything to the contrary contained herein, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(j) Notwithstanding anything to the contrary contained herein, any L/C Issuer or the Swing Line Lender may, upon thirty (30) days’ notice to the Company and the Lenders, resign as an L/C Issuer or the Swing Line Lender, respectively; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant L/C Issuer or the Swing Line Lender shall have identified a successor L/C Issuer or Swing Line Lender reasonably acceptable to the Company willing to accept its appointment as successor L/C Issuer or Swing Line Lender, as applicable. In the event of any such resignation of an L/C Issuer or the Swing Line Lender, the Company shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided that no failure by the Company to appoint any such successor shall affect the resignation of the relevant L/C Issuer or the Swing Line Lender, as the case may be, except as expressly provided above. If an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

SECTION 10.08. Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees, trustees, investment advisors and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority; (c)

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to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) subject to an agreement containing provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Company), to any pledgee referred to in Section 10.07(g), counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement; (f) with the written consent of the Company; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08; (h) to any Governmental Authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; or (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender). In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section 10.08, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08; provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified at the time of delivery as confidential or (ii) is delivered pursuant to Section 6.01, 6.02 or 6.03 hereof.

SECTION 10.09. Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Company or any other Loan Party, any such notice being waived by the Company (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that, in the case of any such deposits or other Indebtedness for the credit or the account of any Foreign Subsidiary, such set off may only be against any Obligations of Foreign Subsidiaries. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of

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setoff) that the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Obligations of the Company or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrowers’ obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

SECTION 10.10. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

SECTION 10.11. Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier.

SECTION 10.12. Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

SECTION 10.13. Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith

159

shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

SECTION 10.14. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 10.15. Tax Forms. (a) (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall deliver to the Company and the Administrative Agent, on or prior to the date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed, properly completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Company or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Company or any other Loan Party pursuant to this Agreement or any other Loan Document) or such other evidence reasonably satisfactory to the Company and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United States withholding tax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the Company and the Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Company with the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Company and the Administrative Agent such additional duly completed and signed copies of one or more of such forms or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States Laws and regulations to avoid, or such evidence as is reasonably satisfactory to the Company and the Administrative Agent of any available exemption from, or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Company or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the Company and the Administrative Agent and (3)

160

from time to time thereafter if reasonably requested by the Company or the Administrative Agent, and (B) promptly notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Company and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Company or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender.

(iii) The Company shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (B) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided that (i) if such Lender shall have satisfied the requirement of this or Section 10.15(b), as applicable, on the date such Lender became a Lender or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve any Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate and (ii) nothing in this Section 10.15(a) shall relieve any Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that the requirements of 10.15(a)(ii) have not been satisfied if such Borrower is entitled, under applicable Law, to rely on any applicable forms and statements required to be provided under this Section 10.15 by the Foreign Lender that does not act or has ceased to act for its own account under any of the Loan Documents, including in the case of a typical participation.

161

(iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents.

(b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Company two duly signed, properly completed copies of IRS Form W-9 on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax, or any successor form. If such U.S. Lender fails to deliver such forms, then the Administrative Agent may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding tax imposed by the Code.

SECTION 10.16. GOVERNING LAW. (a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF

162

ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

SECTION 10.18. Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrowers and Holdings and the Administrative Agent shall have been notified by each Lender, Swing Line Lender and L/C Issuer that each such Lender, Swing Line Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of each Borrower, each Agent and each Lender and their respective successors and assigns, except that no Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04.

SECTION 10.19. Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable Law).

SECTION 10.20. Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents or the Secured Hedge Agreements (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent. The provision of this Section 10.20 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

163

SECTION 10.21. USA PATRIOT Act. Each Lender hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with the Act.

SECTION 10.22. Agent for Service of Process. The Company agrees that promptly following request by the Administrative Agent it shall cause each Foreign Subsidiary which is a Loan Party or for whose account a Letter of Credit is issued to appoint and maintain an agent reasonably satisfactory to the Administrative Agent to receive service of process in New York City on behalf of such Foreign Subsidiary.

SECTION 10.23. Effectiveness of the Merger. SunGard shall have no rights or obligations hereunder until the consummation of the Merger and any representations and warranties of SunGard hereunder shall not become effective until such time. Upon consummation of the Merger, SunGard shall succeed to all the rights and obligations of Solar Capital Corp. under this Agreement and all representations and warranties of SunGard shall become effective as of the date hereof, without any further action by any Person.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

164

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

SOLAR CAPITAL CORP.,
by	/s/ Michael J. Ruane
Name:	Michael J. Ruane
Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary

S-1

SUNGARD HOLDCO LLC,
by	/s/ Michael J. Ruane
Name:	Michael J. Ruane
Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary

S-2

SUNGARD DATA SYSTEMS INC.,
by	/s/ Michael J. Ruane
Name:	Michael J. Ruane
Title:	Senior Vice President-Finance and Chief Financial Officer

S-3

SUNGARD UK HOLDINGS LIMITED,
by	/s/ Michael J. Ruane
Name:	Michael J. Ruane
Title:	Director

S-4

JPMORGAN CHASE BANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender
by	/s/ Bruce Borden
Name:	Bruce Borden
Title:	Vice President

S-5

CITIGROUP GLOBAL MARKETS INC., as Co-Syndication Agent,
by	/s/ Hector Guenther
Name:	Hector Guenther
Title:	Director

S-6

DEUTSCHE BANK SECURITIES INC., as Co-Syndication Agent,
by	/s/ N. Jansen
Name:	N. Jansen
Title:	Director
by	/s/ Tom Prior
Name:	Tom Prior
Title:	Managing Director

S-7

BARCLAYS BANK PLC, as Co- Documentation Agent,
by	/s/ Nicholas A. Bell
Name:	Nicholas A. Bell
Title:	Director Loan Transaction Management

S-8

THE ROYAL BANK OF CANADA, as Co-Documentation Agent,
by	/s/ Suzanne Kalcher
Name:	Suzanne Kalcher
Title:	Attorney-In-Fact Royal Bank of Canada

S-9

CITICORP NORTH AMERICA, INC.,
by	/s/ Hector Guenther
Name:	Hector Guenther
Title:	Vice President

S-10

DEUTSCHE BANK TRUST COMPANY, AMERICAS,
by	/s/ Paul O’Leary
Name:	Paul O’Leary
Title:	Vice President
by	/s/ Susan LeFevre
Name:	Susan LeFevre
Title:	Director

S-11

MORGAN STANLEY SENIOR FUNDING, INC.,
by	/s/ Eugene F. Martin
Name:	Eugene F. Martin
Title:	Vice President

S-12

GOLDMAN SACHS CREDIT PARTNERS L.P.,
by	/s/ William W. Archer
Name:	William W. Archer
Title:	Managing Director

S-13

BANK OF AMERICA N.A.,
by	/s/ John A. Fulton
Name:	John A. Fulton
Title:	Vice President

S-14

BARCLAYS BANK PLC,
by	/s/ Nicholas A. Bell
Name:	Nicholas A. Bell
Title:	Director Loan Transaction Management

S-15

THE ROYAL BANK OF CANADA,
by	/s/ Suzanne Kalcher
Name:	Suzanne Kalcher
Title:	Attorney-In-Fact Royal Bank of Canada
By	/s/ Michael Atherton
Name:	Michael Atherton
Title:	Director, Corporate Banking Royal Bank of Canada, London

S-16

ING CAPITAL LLC,
by	/s/ S.F. Clarke
Name:	S.F. Clarke
Title:	Managing Director

S-17

SUMITOMO MITSUI BANKING CORPORATION,
by	/s/ Yoshihiro Hyakutome
Name:	Yoshihiro Hyakutome
Title:	Joint General Manager

S-18

THE NORINCHUKIN TRUST & BANKING CO., LTD, acting as trustee for Trust Account No. 430000-70
by	/s/ Seiji Kuramoto
Name:	Seiji Kuramoto
Title:	Chief Manager

S-19

THE BANK OF NEW YORK,
by	/s/ Ernest Fung
Name:	Ernest Fung
Title:	Vice President

S-20

MIZUHO CORPORATE BANK, LTD.,
by	/s/ James Fayer
Name:	James Fayer
Title:	Senior Vice President

S-21

PNC BANK, NATIONAL ASSOCIATION,
by	/s/ Frank A. Pugliese
Name:	Frank A. Pugliese
Title:	Vice President

S-22

WEBSTER BANK, NATIONAL ASSOCIATION,
by	/s/ John Gilsenan
Name:	John Gilsenan
Title:	Vice President

S-23

FIRSTRUST BANK,
by	/s/ Brian T. Denney
Name:	Brian T. Denney
Title:	Vice President

S-24

BANCO ESPIRITO SANTO S.A., NEW YORK BRANCH,
by	/s/ Andrew M. O’Brien
Name:	Andrew M. O’Brien
Title:	Vice President
by	/s/ Terry R. Hull
Name:	Terry R. Hull
Title:	Senior Vice President

S-25

UBS AG, STAMFORD BRANCH,
BY:	UBS SECURITIES LLC, as agent,
by	/s/ Marc Sileo
Name:	Marc Sileo
Title:	Associate Director Banking Products Services, US
by	/s/ Louis Pistecchia
Name:	Louis Pistecchia
Title:	Director Banking Products Services, US

S-26

RAYMOND JAMES BANK, FSB,
by	/s/ Thomas F. Macina
Name:	Thomas F. Macina, SVP
Title:	Sr. Credit Administration Officer

S-27

PROTECTIVE LIFE INSURANCE COMPANY,
by	/s/ Diane S. Griswold
Name:	Diane S. Griswold
Title:	AVP

S-28

BAYERISCHE HYPO-UND VEREINSBANK, NEW YORK BRANCH,
by	/s/ Hetal Selarka
Name:	Hetal Selarka
Title:	Associate Director
by	/s/ Mario Caicedo
Name:	Mario Caicedo
Title:	Senior Associate

S-29

DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
by	/s/ Craig D. Meisner
Name:	Craig D. Meisner
Title:	Managing Director
by	/s/ John Fitzgerald
Name:	John Fitzgerald
Title:	Vice President

S-30

CREDIT INDUSTRIEL ET COMMERCIAL,
by	/s/ Marcus Edward
Name:	Marcus Edward
Title:	Vice President
by	/s/ Brian O’Leary
Name:	Brian O’Leary
Title:	Vice President

S-31

CIT BANK LIMITED,
by	/s/ Doug Maher
Name:	Doug Maher
Title:	Director

S-32

KZH SOLEIL LLC,
by	/s/ Susan Lee
Name:	Susan Lee
Title:	Authorized Agent

S-33

KZH SOLEIL-2LLC,
by	/s/ Susan Lee
Name:	Susan Lee
Title:	Authorized Agent

S-34

EX-10.2

Exhibit 10.2

GUARANTEE AGREEMENT

dated as of

August 11, 2005,

among

SUNGARD HOLDCO LLC,

SUNGARD DATA SYSTEMS INC.

SOLAR CAPITAL CORP.,

THE SUBSIDIARIES OF SUNGARD DATA SYSTEMS INC.

IDENTIFIED HEREIN

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

TABLE OF CONTENTS

ARTICLE I
Definitions
SECTION 1.01. Credit Agreement	1
SECTION 1.02. Other Defined Terms	1
ARTICLE II
Guarantee
SECTION 2.01. Guarantee	3
SECTION 2.02. Guarantee of Payment	3
SECTION 2.03. No Limitations	4
SECTION 2.04. Reinstatement	5
SECTION 2.05. Agreement To Pay; Subrogation	5
SECTION 2.06. Information	5
ARTICLE III
Indemnity, Subrogation and Subordination
SECTION 3.01. Indemnity and Subrogation	6
SECTION 3.02. Contribution and Subrogation	6
SECTION 3.03. Subordination	6
ARTICLE IV
Miscellaneous
SECTION 4.01. Notices	7
SECTION 4.02. Waivers; Amendment	7
SECTION 4.03. Administrative Agent’s Fees and Expenses; Indemnification	7
SECTION 4.04. Successors and Assigns	8

SECTION 4.05. Survival of Agreement	8
SECTION 4.06. Counterparts; Effectiveness; Several Agreement	9
SECTION 4.07. Severability	9
SECTION 4.08. Right of Set-Off	9
SECTION 4.09. Governing Law; Jurisdiction; Consent to Service of Process	10
SECTION 4.10. WAIVER OF JURY TRIAL	10
SECTION 4.11. Headings	11
SECTION 4.12. Security Interest Absolute	11
SECTION 4.13. Termination or Release	11
SECTION 4.14. Additional Restricted Subsidiaries	12
SECTION 4.15. Effectiveness of the Merger	12

Schedules
Schedule I	Subsidiary Parties
Exhibits
Exhibit I	Form of Guarantee Agreement Supplement

GUARANTEE AGREEMENT dated as of August 11, 2005 among SUNGARD HOLDCO LLC (“Holdings”), SUNGARD DATA SYSTEMS INC., SOLAR CAPITAL CORP., the Subsidiaries of the Company identified herein and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Reference is made to the Credit Agreement dated as of August 11, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, SunGard, the Overseas Borrowers, Holdings, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, each Lender from time to time party thereto, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as Co-Syndication Agents, and Barclays Bank PLC and The Royal Bank of Canada, as Co-Documentation Agents. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement.

(b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Agreement” means this Guarantee Agreement.

“Claiming Party” has the meaning assigned to such term in Section 3.02.

“Contributing Party” has the meaning assigned to such term in Section 3.02.

“Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Credit Agreement Obligations” means the “Obligations” as defined in the Credit Agreement.

1

“Credit Agreement Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Hedge Banks, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c) of the Credit Agreement.

“Existing Notes Holder” means the person in whose name an Existing Note is registered in the books of SunGard or the Company, as applicable, kept for such purpose.

“Existing Notes Indenture” means the indenture dated January 15, 2004 between SunGard and the Existing Notes Trustee.

“Existing Notes Obligations” means the due and punctual payment by SunGard or the Company, as applicable, of the principal and interest on the Existing Notes, when and as due.

“Existing Notes Secured Parties” means the Existing Notes Holders and the Existing Notes Trustee.

“Existing Notes Trustee” means The Bank of New York and its successors and assigns.

“Guarantee Agreement Supplement” means an instrument in the form of Exhibit I hereto.

“Guarantor” means each Overseas Guarantor and each U.S. Guarantor.

“Obligations” means the Credit Agreement Obligations, the Overseas Revolving Obligations and the Existing Notes Obligations.

“Overseas Guarantor” means each Subsidiary Party that is a Qualified Foreign Subsidiary.

“Overseas Secured Parties” means, collectively, the Administrative Agent, the Revolving Credit Lenders, Hedge Banks that are counterparties to Secured Hedge Agreements with Overseas Revolver Borrowers, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c) of the Credit Agreement.

“Secured Parties” means the Credit Agreement Secured Parties, the Overseas Secured Parties and the Existing Notes Secured Parties.

“Subsidiary Parties” means (a) the Restricted Subsidiaries identified on Schedule I and (b) each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date.

“U.S. Guarantor” means each of Holdings, the Company and each Subsidiary Party that is a Domestic Subsidiary.

2

ARTICLE II

Guarantee

SECTION 2.01. Guarantee. (a) Each U.S. Guarantor unconditionally guarantees, jointly with the other U.S. Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Credit Agreement Obligations. Each of the U.S. Guarantors further agrees that the Credit Agreement Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Credit Agreement Obligation. Each of the U.S. Guarantors waives presentment to, demand of payment from and protest to the applicable Borrower or any other Loan Party of any of the Credit Agreement Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.

(b) Each Overseas Guarantor unconditionally guarantees, jointly with the other Overseas Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Overseas Revolving Obligations. Each of the Overseas Guarantors further agrees that the Overseas Revolving Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Overseas Obligation. Each of the Overseas Guarantors waives presentment to, demand of payment from and protest to the applicable Borrower or any other Loan Party of any of the Overseas Revolving Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.

(c) Each U.S. Guarantor unconditionally guarantees, jointly with the other U.S. Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Existing Notes Obligations. Each of the U.S. Guarantors further agrees that the Existing Notes Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Existing Notes Obligation. Each of the U.S. Guarantors waives presentment to, demand of payment from and protest to SunGard, the Company or any other Loan Party of any of the Existing Notes Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.

SECTION 2.02. Guarantee of Payment. Each of the Guarantors further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any other Secured Party to any security held for the payment of the Credit Agreement Obligations, Overseas Revolving Obligations or Existing Notes Obligations, as applicable, or to any balance of any deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the applicable Borrower, SunGard, the Company or any other Person.

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SECTION 2.03. No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 4.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Credit Agreement Obligations, Overseas Revolving Obligations or Existing Notes Obligations, as applicable, or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document, the Existing Notes Indenture or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent (as defined in the Security Agreement) or any other Secured Party for the Credit Agreement Obligations, Overseas Revolving Obligations or Existing Notes Obligations, as applicable, or any of them; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Credit Agreement Obligations, Overseas Revolving Obligations or Existing Notes Obligations, as applicable; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Credit Agreement Obligations, Overseas Revolving Obligations or Existing Notes Obligations, as applicable). Each Guarantor expressly authorizes the applicable Secured Parties to take and hold security for the payment and performance of the Credit Agreement Obligations, Overseas Revolving Obligations or Existing Notes Obligations, as applicable, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Credit Agreement Obligations, Overseas Revolving Obligations or Existing Notes Obligations, as applicable, all without affecting the obligations of any Guarantor hereunder.

(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the applicable Borrower, SunGard, the Company or any other Loan Party or the unenforceability of the Credit Agreement Obligations, Overseas Revolving Obligations or Existing Notes Obligations, as applicable, or any part thereof from any cause, or the cessation from any cause of the liability of the applicable Borrower, SunGard, the Company or any other Loan Party, other than the indefeasible payment in full in cash of all the Credit Agreement Obligations, Overseas Revolving Obligations or Existing Notes Obligations, as applicable. The Administrative Agent and the other Secured Parties may in accordance with the terms of the Collateral Documents, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Credit Agreement Obligations, Overseas Revolving Obligations or Existing Notes

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Obligations, as applicable, make any other accommodation with the applicable Borrower, SunGard, the Company or any other Loan Party or exercise any other right or remedy available to them against the applicable Borrower, SunGard, the Company or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Credit Agreement Obligations, Overseas Revolving Obligations or Existing Notes Obligations, as applicable, have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the applicable Borrower, SunGard, the Company or any other Loan Party, as the case may be, or any security.

SECTION 2.04. Reinstatement. Each of the Guarantors agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Credit Agreement Obligation, Overseas Obligation or Existing Notes Obligation, as applicable, is rescinded or must otherwise be restored by the Administrative Agent or any other Secured Party upon the bankruptcy or reorganization of the applicable Borrower, SunGard, the Company, any other Loan Party or otherwise.

SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the applicable Borrower, SunGard, the Company or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Obligation; provided that Overseas Guarantors shall have no payment obligations hereunder other than with respect to Overseas Revolving Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent as provided above, all rights of such Guarantor against the applicable Borrower, SunGard, the Company or any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article III.

SECTION 2.06. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the applicable Borrower’s, SunGard’s, the Company’s and each other Loan Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Credit Agreement Obligation, Overseas Revolving Obligations or Existing Notes Obligations, as applicable, and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

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ARTICLE III

Indemnity, Subrogation and Subordination

SECTION 3.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 3.03), each Borrower agrees that in the event a payment of an obligation shall be made by any Guarantor under this Agreement, such Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment.

SECTION 3.02. Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Subsidiary Party hereunder in respect of any Obligation and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the applicable Borrower as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guarantee Agreement Supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

SECTION 3.03. Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the U.S. Guarantors and the Overseas Guarantors under Sections 3.01 and 3.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Credit Agreement Obligations and the Overseas Revolving Obligations, respectively. No failure on the part of any Borrower or any Guarantor to make the payments required by Sections 3.01 and 3.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.

(b) Each U.S. Guarantor and each Overseas Guarantor hereby agrees that upon the occurrence and during the continuance of an Event of Default and after notice from the Collateral Agent all Indebtedness owed by it to any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Credit Agreement Obligations and the Overseas Revolving Obligations, respectively.

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ARTICLE IV

Miscellaneous

SECTION 4.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement or Section 11.02 of the Existing Notes Indenture, as applicable. All communications and notices hereunder to any Subsidiary Party shall be given to it in care of the Company as provided in Section 10.02 of the Credit Agreement.

SECTION 4.02. Waivers; Amendment. (a) No failure or delay by the Administrative Agent, any L/C Issuer or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the L/C Issuers and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 4.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement; provided, however, that the requisite written consent of the Existing Notes Holders or the Existing Notes Trustee under the Existing Notes Indenture shall be required with respect to any release, waiver, amendment or other modification of this Agreement that would materially and adversely affect the guarantee by the U.S. Guarantors of the due and punctual payment and performance of the Existing Notes Obligations. Except as set forth in this Section 4.02(b), neither the Existing Notes Holders nor the Existing Notes Trustee shall have any rights to approve any release, waiver, amendment, modification, charge, discharge or termination with respect to this Agreement.

SECTION 4.03. Administrative Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Administrative Agent shall be

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entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement.

(b) Without limitation of its indemnification obligations under the other Loan Documents, the Company agrees to indemnify the Administrative Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.

(c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within 10 days of written demand therefor.

SECTION 4.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

SECTION 4.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Administrative Agent, any L/C Issuer or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable

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under any Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.

SECTION 4.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Loan Party and the Administrative Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Administrative Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

SECTION 4.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or uneforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 4.08. Right of Set-Off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Company or any other Loan Party, any such notice being waived by the Company and each Loan Party to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties against any and all obligations owing to such Lender and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Lender or Affiliate shall have made demand under this Agreement and although such obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that, in the case of any such deposits or other Indebtedness for the credit or the account of any Foreign Subsidiary, such set off may only be against any obligations of Foreign Subsidiaries. Each Lender

9

agrees promptly to notify the Company and the Administrative Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender may have.

SECTION 4.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York City and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, any L/C Issuer or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Guarantor, or its properties in the courts of any jurisdiction.

(c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 4.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 4.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 4.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY

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OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.10.

SECTION 4.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 4.12. Security Interest Absolute. All rights of the Administrative Agent hereunder and all obligations of each Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, the Existing Notes Indenture, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, the Existing Notes Indenture or any other agreement or instrument, (c) any release or amendment or waiver of or consent under or departure from any guarantee guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the Obligations or this Agreement.

SECTION 4.13. Termination or Release. (a) This Agreement and the Guarantees made herein shall terminate with respect to all Obligations when all the outstanding Credit Agreement Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement.

(b) This Agreement and the Guarantees of the Existing Notes Obligations made herein shall terminate with respect to the Existing Notes Trustee and the Existing Notes Holders when all Existing Notes Obligations have been indefeasibly paid in full.

(c) A Subsidiary Party shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise.

(d) In connection with any termination or release pursuant to paragraph (a) or (b), the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request

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to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 4.13 shall be without recourse to or warranty by the Administrative Agent.

SECTION 4.14. Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the Credit Agreement, certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Subsidiary Parties upon becoming a Restricted Subsidiaries. Upon execution and delivery by the Administrative Agent and a Restricted Subsidiary of a Guarantee Agreement Supplement, such Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

SECTION 4.15. Effectiveness of the Merger. SunGard and its Subsidiaries shall have no rights or obligations hereunder until the consummation of the Merger and any representations and warranties of SunGard or any of its Subsidiaries hereunder shall not become effective until such time. Upon consummation of the Merger, SunGard shall succeed to all the rights and obligations of Solar Capital Corp. under this Agreement and all rights, obligations, representations and warranties of SunGard and its Subsidiaries shall become effective as of the date hereof, without any further action by any Person.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

SUNGARD HOLDCO LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Executive Vice President, Chief Financial Officer and Assistant Secretary
SUNGARD DATA SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Senior Vice President - Finance and Chief Financial Officer
SOLAR CAPITAL CORP.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Executive Vice President, Chief Financial Officer and Assistant Secretary
ASC SOFTWARE INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

GUARANTEE AGREEMENT SIGNATURE PAGE

ASSENT SOFTWARE LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Assistant Secretary and Treasurer
AUTOMATED SECURITIES CLEARANCE, LTD.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
BANCWARE, INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Clerk and Treasurer
DATA TECHNOLOGY SERVICES INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary
DERIVATECH RISK SOLUTIONS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

GUARANTEE AGREEMENT SIGNATURE PAGE

ELINK PROCESSING LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
EXETER EDUCATIONAL MANAGEMENT SYSTEMS, INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
FDP CORP.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
FINANCIAL DATA PLANNING CORP.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
FINANCIAL TECHNOLOGY SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary

GUARANTEE AGREEMENT SIGNATURE PAGE

HTE-UCS, INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
INFLOW LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
MBM INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary
MICROHEDGE INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
ONLINE SECURITIES PROCESSING INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary

GUARANTEE AGREEMENT SIGNATURE PAGE

PLAID BROTHERS SOFTWARE, INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary
PORTFOLIO VENTURES INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary
PRESCIENT MARKETS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
PROTOGENT, INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary
SIS EUROPE HOLDINGS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary

GUARANTEE AGREEMENT SIGNATURE PAGE

SRS DEVELOPMENT INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary
SUNGARD ADVISOR TECHNOLOGIES INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary
SUNGARD ASIA PACIFIC INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD ASSET MANAGEMENT SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary
SUNGARD AVAILABILITY INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

GUARANTEE AGREEMENT SIGNATURE PAGE

SUNGARD AVAILABILITY SERVICES LP,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary
SUNGARD AVAILABILITY SERVICES LTD.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary
SUNGARD BI-TECH INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD BSR INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD BUSINESS SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, and Assistant Secretary

GUARANTEE AGREEMENT SIGNATURE PAGE

SUNGARD CANADA HOLDINGS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary
SUNGARD COLLEGIS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD COMPUTER SERVICES LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD CORBEL INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
SUNGARD DEVELOPMENT CORPORATION,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary

GUARANTEE AGREEMENT SIGNATURE PAGE

SUNGARD DIS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President Treasurer and Assistant Secretary
SUNGARD ENERGY SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD ENFORM CONSULTING INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD EPROCESS INTELLIGENCE INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD EXPERT SOLUTIONS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, and Assistant Secretary

GUARANTEE AGREEMENT SIGNATURE PAGE

SUNGARD FINANCIAL SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD HTE INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD INSURANCE SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
SUNGARD INVESTMENT PRODUCTS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD INVESTMENT SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

GUARANTEE AGREEMENT SIGNATURE PAGE

SUNGARD INVESTMENT VENTURE LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary
SUNGARD KIODEX INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD MARKET DATA SERVICES INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD NETWORK SOLUTIONS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
SUNGARD PENTAMATION INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

GUARANTEE AGREEMENT SIGNATURE PAGE

SUNGARD REFERENCE DATA SOLUTIONS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD SAS HOLDINGS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary
SUNGARD SCT INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
SUNGARD SECURITIES FINANCE INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary
SUNGARD SECURITIES FINANCE INTERNATIONAL INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary

GUARANTEE AGREEMENT SIGNATURE PAGE

SUNGARD SHAREHOLDER SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
SUNGARD SOFTWARE, INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary
SUNGARD SYSTEMS INTERNATIONAL INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD TECHNOLOGY SERVICES INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

GUARANTEE AGREEMENT SIGNATURE PAGE

SUNGARD TRADING SYSTEMS VAR LLC,
by	/s/ Michael J. Ruane
	Name:	Michael J. Ruane
	Title:	Assistant Vice President,
	Assistant Secretary and Treasurer
SUNGARD TREASURY SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name:	Michael J. Ruane
	Title:	Assistant Vice President,
	Assistant Secretary and Treasurer
SUNGARD TRUST SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name:	Michael J. Ruane
	Title:	Assistant Vice President,
	Treasurer and Assistant Secretary
SUNGARD WEALTH MANAGEMENT SERVICES, LLC,
by	/s/ Michael J. Ruane
	Name:	Michael J. Ruane
	Title:	Assistant Vice President,
	Assistant Secretary and Treasurer

GUARANTEE AGREEMENT SIGNATURE PAGE

SUNGARD WORKFLOW SOLUTIONS INC.,
by	/s/ Michael J. Ruane
	Name:	Michael J. Ruane
	Title:	Assistant Vice President and
	Assistant Secretary
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION,
by	/s/ Michael J. Ruane
	Name:	Michael J. Ruane
	Title:	Assistant Vice President and
	Assistant Secretary
TRUST TAX SERVICES OF AMERICA, INC.,
by	/s/ Michael J. Ruane
	Name:	Michael J. Ruane
	Title:	Assistant Vice President,
	Assistant Clerk and Treasurer
WALL STREET CONCEPTS INC.,
by	/s/ Michael J. Ruane
	Name:	Michael J. Ruane
	Title:	Assistant Vice President,
	Assistant Secretary and Treasurer

GUARANTEE AGREEMENT SIGNATURE PAGE

WORLD SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name:	Michael J. Ruane
	Title:	Assistant Vice President,
	Assistant Secretary and Treasurer

GUARANTEE AGREEMENT SIGNATURE PAGE

JPMORGAN CHASE BANK, N.A., as Administrative Agent,
by	/s/ Bruce Borden
	Name:	BRUCE BORDEN
	Title:	VICE PRESIDENT

Schedule I to

the Guarantee Agreement

SUBSIDIARY PARTIES

Entity Name

ASC Software Inc.

Assent Software LLC

Automated Securities Clearance, Ltd.

BancWare, Inc.

Data Technology Services Inc.

Derivatech Risk Solutions Inc.

Elink Processing LLC

Exeter Educational Management Systems, Inc.

FDP Corp.

Financial Data Planning Corp.

Financial Technology Systems Inc.

HTE – UCS, Inc.

Inflow LLC

MBM Inc.

MicroHedge Inc.

Online Securities Processing Inc.

Plaid Brothers Software, Inc.

Portfolio Ventures Inc.

Prescient Markets Inc.

Protegent, Inc.

SIS Europe Holdings Inc.

SRS Development Inc.

SunGard Advisor Technologies Inc.

SunGard Asia Pacific Inc.

SunGard Asset Management Systems Inc.

SunGard Availability Inc.

SunGard Availability Services LP

SunGard Availability Services Ltd.

SunGard Bi-Tech Inc.

SunGard BSR Inc.

SunGard Business Systems Inc.

SunGard Canada Holdings Inc.

SunGard Collegis Inc.

SunGard Computer Services LLC

SunGard Corbel Inc.

SunGard Data Systems Inc.

SunGard Development Corporation

SunGard DIS Inc.

SunGard Energy Systems Inc.

SunGard Enform Consulting Inc.

SunGard eProcess Intelligence Inc.

SunGard Expert Solutions Inc.

SunGard Financial Systems Inc.

SunGard Holdco LLC

SunGard HTE Inc.

SunGard Insurance Systems Inc.

SunGard Investment Products Inc.

SunGard Investment Systems Inc.

SunGard Investment Ventures LLC

SunGard Kiodex Inc.

SunGard Market Data Services Inc.

SunGard NetWork Solutions Inc.

SunGard Pentamation Inc.

SunGard Reference Data Solutions Inc.

SunGard SAS Holdings Inc.

SunGard SCT Inc.

SunGard Securities Finance Inc.

SunGard Securities Finance International Inc.

SunGard Shareholder Systems Inc.

SunGard Software, Inc.

SunGard Systems International Inc.

SunGard Technology Services Inc.

SunGard Trading Systems VAR LLC

SunGard Treasury Systems Inc.

SunGard Trust Systems Inc.

SunGard Wealth Management Services, LLC

SunGard Workflow Solutions Inc.

Systems & Computer Technology Corporation

Trust Tax Services Of America, Inc.

Wall Street Concepts Inc.

World Systems Inc.

EX-10.3

Exhibit 10.3

SECURITY AGREEMENT

dated as of

August 11, 2005

among

SUNGARD HOLDCO LLC,

SUNGARD DATA SYSTEMS INC.,

SOLAR CAPITAL CORP.,

THE SUBSIDIARIES OF SUNGARD DATA SYSTEMS INC.

IDENTIFIED HEREIN

and

JPMORGAN CHASE BANK, N.A.,

as Collateral Agent

TABLE OF CONTENTS

ARTICLE I
Definitions
SECTION 1.01. Credit Agreement	5
SECTION 1.02. Other Defined Terms	5
ARTICLE II
Pledge of Securities
SECTION 2.01. Pledge	8
SECTION 2.02. Delivery of the Pledged Collateral	10
SECTION 2.03. Representations, Warranties and Covenants	11
SECTION 2.04. Certification of Limited Liability Company and Limited Partnership Interests	12
SECTION 2.05. Registration in Nominee Name; Denominations	12
SECTION 2.06. Voting Rights; Dividends and Interest	12
ARTICLE III
Security Interests in Personal Property
SECTION 3.01. Security Interest	15
SECTION 3.02. Representations and Warranties	17
SECTION 3.03. Covenants	18
SECTION 3.04. Other Actions	19
ARTICLE IV
Remedies
SECTION 4.01. Remedies Upon Default	21
SECTION 4.02. Application of Proceeds	23
ARTICLE V
Indemnity, Subrogation and Subordination
SECTION 5.01. Indemnity	25
SECTION 5.02. Contribution and Subrogation	25
SECTION 5.03. Subordination	25

ARTICLE VI
Miscellaneous
SECTION 6.01. Notices	26
SECTION 6.02. Waivers; Amendment	26
SECTION 6.03. Collateral Agent’s Fees and Expenses; Indemnification	27
SECTION 6.04. Successors and Assigns	27
SECTION 6.05. Survival of Agreement	27
SECTION 6.06. Counterparts; Effectiveness; Several Agreement	28
SECTION 6.07. Severability	28
SECTION 6.08. Right of Set-Off	28
SECTION 6.09. Governing Law; Jurisdiction; Consent to Service of Process	29
SECTION 6.10. WAIVER OF JURY TRIAL	30
SECTION 6.11. Headings	30
SECTION 6.12. Security Interest Absolute	30
SECTION 6.13. Termination or Release	31
SECTION 6.14. Additional Restricted Subsidiaries	32
SECTION 6.15. Collateral Agent Appointed Attorney-in-Fact	32
SECTION 6.16. General Authority of the Collateral Agent	33
SECTION 6.17. Limitation on Collateral Agent’s Responsibilities with Respect to Existing Notes Holders	33
SECTION 6.18. Effectiveness of the Merger	34

Schedules
Schedule I	Subsidiary Parties
Schedule II	Pledged Equity; Pledged Debt
Exhibits
Exhibit I	Form of Security Agreement Supplement
Exhibit II	Form of Perfection Certificate

SECURITY AGREEMENT dated as of August 11, 2005 among SUNGARD HOLDCO LLC (“Holdings”), SUNGARD DATA SYSTEMS INC., SOLAR CAPITAL CORP., the Subsidiaries of the Company identified herein and JPMORGAN CHASE BANK, N.A., as Collateral Agent for the Secured Parties (as defined below).

Reference is made to the Credit Agreement dated as of August 11, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, SunGard, the Overseas Borrowers, Holdings, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, each Lender from time to time party thereto, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as Co-Syndication Agents, and Barclays Bank PLC and The Royal Bank of Canada, as Co-Documentation Agents. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. In connection with the granting of a security interest in the Pari Passu Collateral to secure the Credit Agreement Obligations, the Grantors are required by Section 4.06 of the Existing Notes Indenture to grant an equal and ratable security interest in the Pari Passu Collateral to secure the Existing Notes Obligations. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York UCC.

(b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Account Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

“Accounts” has the meaning specified in Article 9 of the New York UCC; provided that such term shall not include accounts receivable and related assets subject to any Receivables Facility.

“Agreement” means this Security Agreement.

“Article 9 Collateral” means the U.S. Article 9 Collateral and the Shared Article 9 Collateral.

“Claiming Party” has the meaning assigned to such term in Section 5.02.

“Collateral” means the Article 9 Collateral and the Pledged Collateral.

“Contributing Party” has the meaning assigned to such term in Section 5.02.

“Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Credit Agreement Collateral” means the U.S. Article 9 Collateral and the U.S. Pledged Collateral.

“Credit Agreement Obligations” means the “Obligations” as defined in the Credit Agreement.

“Credit Agreement Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Hedge Banks, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c) of the Credit Agreement.

“Existing Notes Holder” means each “Holder” (as defined in the Existing Notes Indenture).

“Existing Notes Indenture” means the indenture dated January 15, 2004 between SunGard and the Existing Notes Trustee.

“Existing Notes Obligations” means the due and punctual payment by SunGard or the Company, as applicable, of the principal and interest on the Existing Notes, when and as due.

“Existing Notes Secured Parties” means the Existing Notes Holders and the Existing Notes Trustee.

“Existing Notes Trustee” means The Bank of New York, in its capacity as trustee under the Existing Notes Indenture, and its successors and assigns.

“Federal Securities Laws” has the meaning assigned to such term in Section 4.03.

6

“General Intangibles” means all choses in action and causes of action and all other intangible personal property of every kind and nature (other than Accounts and other than any intellectual property and related assets subject to the Intellectual Property Security Agreement) now owned or hereafter acquired by any Grantor, as the case may be, including corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Contracts and other agreements), goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to any Grantor, as the case may be, to secure payment by an Account Debtor of any of the Accounts.

“Grantor” means each of Holdings, the Company and each Subsidiary Party that is a Domestic Subsidiary.

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Pari Passu Collateral” means Collateral that, pursuant to the Existing Notes Indenture, must be pledged to secure the Existing Notes Obligations if such Collateral is pledged to secure the Credit Agreement Obligations.

“Perfection Certificate” means a certificate substantially in the form of Exhibit II, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by the chief financial officer and the chief legal officer of the Company.

“Pledged Collateral” means the U.S. Pledged Collateral and the Shared Pledged Collateral.

“Pledged Debt” means the U.S. Pledged Debt and the Shared Pledged Debt.

“Pledged Equity” means the U.S. Pledged Equity and the Shared Pledged Equity.

“Pledged Securities” means any promissory notes, stock certificates or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.

“Secured Obligations” means the Credit Agreement Obligations and the Existing Notes Obligations.

“Secured Parties” means the Credit Agreement Secured Parties and the Existing Notes Secured Parties.

“Security Agreement Supplement” means an instrument in the form of Exhibit I hereto.

7

“Security Interest” means the U.S. Security Interest and the Shared Security Interest.

“Shared Article 9 Collateral” has the meaning assigned to such term in Section 3.01(c).

“Shared Collateral” means the Shared Article 9 Collateral and the Shared Pledged Collateral.

“Shared Pledged Collateral” has the meaning assigned to such term in Section 2.01(c).

“Shared Pledged Debt” has the meaning assigned to such term in Section 2.01(c).

“Shared Pledged Equity” has the meaning assigned to such term in Section 2.01(c).

“Shared Security Interest” has the meaning assigned to such term in Section 3.01(c).

“Subsidiary Parties” means (a) the Restricted Subsidiaries identified on Schedule I and (b) each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date.

“U.S. Article 9 Collateral” has the meaning assigned to such term in Section 3.01(a).

“U.S. Pledged Collateral” has the meaning assigned to such term in Section 2.01(a).

“U.S. Pledged Debt” has the meaning assigned to such term in Section 2.01(a).

“U.S. Pledged Equity” has the meaning assigned to such term in Section 2.01(a).

“U.S. Security Interest” has the meaning assigned to such term in Section 3.01(a).

ARTICLE II

Pledge of Securities

SECTION 2.01. Pledge. (a) As security for the payment or performance, as the case may be, in full of the Credit Agreement Obligations, including the U.S. Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Credit Agreement Secured Parties, and

8

hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Credit Agreement Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) to the extent that it does not give rise to additional subsidiary reporting requirements under Rule 3-16 of Regulation S-X promulgated under the Exchange Act, all Equity Interests held by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “U.S. Pledged Equity”); provided that the U.S. Pledged Equity shall not include (A) more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Unrestricted Subsidiaries, (C) Equity Interests of any Subsidiary of a Foreign Subsidiary, (D) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement, (E) Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of the Company and (F) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Company its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders; (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “U.S. Pledged Debt”); (iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01(a); (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “U.S. Pledged Collateral”); provided that in no event shall the U.S. Pledged Collateral include any Pari Passu Collateral (including any Shared Pledged Collateral).

(b) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor other than Holdings hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) to the extent that it does not give rise to additional subsidiary reporting requirements under Rule 3-16 of Regulation S-X promulgated under the Exchange Act, all Equity Interests of Subsidiaries of the Company held by it and listed on Schedule II and any other Equity Interests of Subsidiaries of the Company obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Shared Pledged Equity”); provided that the Shared Pledged Equity shall not include (A) more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Unrestricted Subsidiaries, (C) Equity Interests of any Subsidiary of a Foreign Subsidiary, (D) Equity Interests of any Subsidiary

9

acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement, (E) Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of the Company and (F) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Company its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders; (ii)(A) the debt securities of Subsidiaries of the Company owned by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities of Subsidiaries of the Company obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Shared Pledged Debt”); (iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01(c); (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Shared Pledged Collateral”).

TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

SECTION 2.02. Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the benefit of the applicable Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02.

(b) Each Grantor will cause any Indebtedness for borrowed money having an aggregate principal amount in excess of the Dollar Amount of $10,000,000 owed to such Grantor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, for the benefit of the applicable Secured Parties, pursuant to the terms hereof.

(c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and

10

(ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

SECTION 2.03. Representations, Warranties and Covenants. Holdings and the Company jointly and severally represent, warrant and covenant, as to themselves and the other Grantors, to and with the Collateral Agent, for the benefit of the Secured Parties, that:

(a) Schedule II correctly sets forth the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity and includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder in order to satisfy the Collateral and Guarantee Requirement;

(b) the Pledged Equity and Pledged Debt (solely with respect to Pledged Debt issued by a Person other than Holdings or a subsidiary of Holdings, to the best of Holdings’ and the Company’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity, are fully paid and nonassessable and (ii) in the case of Pledged Debt (solely with respect to Pledged Debt issued by a Person other than Holdings or a subsidiary of Holdings, to the best of Holdings’ and the Company’s knowledge), are legal, valid and binding obligations of the issuers thereof;

(c) except for the security interests granted hereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantors, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens permitted pursuant to this Section 2.03(c)), however, arising, of all Persons whomsoever;

(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally and except as described in the Perfection Certificate, the Pledged Collateral is and will continue to be freely transferable

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and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;

(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;

(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);

(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Credit Agreement Obligations and/or the Existing Notes Obligations, as the case may be; and

(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.

SECTION 2.04. Certification of Limited Liability Company and Limited Partnership Interests. Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged under Section 2.01 shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

SECTION 2.05. Registration in Nominee Name; Denominations. If an Event of Default shall occur and be continuing and the Collateral Agent shall give the Company notice of its intent to exercise such rights, (a) the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent and each Grantor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor and (b) the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

SECTION 2.06. Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified the Company that the rights of the Grantors under this Section 2.06 are being suspended:

(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement, the Credit Agreement, any other Loan Document or the Existing Notes Indenture or the ability of the Secured Parties to exercise the same.

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(ii) The Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.

(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and the applicable Secured Parties and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent).

(b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Company of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to

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paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Company of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above.

(d) Any notice given by the Collateral Agent to the Company suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

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ARTICLE III

Security Interests in Personal Property

SECTION 3.01. Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Credit Agreement Obligations, including the U.S. Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Credit Agreement Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Credit Agreement Secured Parties, a security interest (the “U.S. Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “U.S. Article 9 Collateral”):

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all Documents;

(iv) all Equipment;

(v) all General Intangibles;

(vi) all Instruments;

(vii) all Inventory;

(viii) all Investment Property;

(ix) all books and records pertaining to the U.S. Article 9 Collateral; and

(x) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided that in no event shall the foregoing constitute a grant of a security interest in any Pari Passu Collateral (including any Shared Article 9 Collateral or any Shared Pledged Collateral); provided further that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles the perfection of a security interest in which is excluded from the UCC in the relevant jurisdiction, (B) any Equity Interests in any Unrestricted Subsidiary or any Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement, (C) more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary, (D) any asset with respect to which the Administrative Agent has confirmed

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in writing to the Company its determination that the costs or other consequences (including adverse tax consequences) of providing a security interest in is excessive in view of the benefits to be obtained by the Lenders, or (E) any General Intangible, Investment Property or other such rights of a Grantor arising under any contract, lease, instrument, license or other document if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other such rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein are not negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any other party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided however, that the limitation set forth in clause (E) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the UCC. Each Grantor shall, if requested to do so by the Administrative Agent, use commercially reasonably efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral which the Administrative Agent reasonably determines to be material.

(b) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Shared Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Shared Article 9 Collateral”):

(i) all Equipment relating to any real property owned by such Grantor;

(ii) to the extent not otherwise included in the foregoing or in the Shared Pledged Collateral, all other Pari Passu Collateral;

(iii) all books and records pertaining to the Shared Article 9 Collateral; and

(iv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing.

(c) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments

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thereto that (i) indicate the Collateral as all assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request.

(d) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.

SECTION 3.02. Representations and Warranties. Holdings and the Company jointly and severally represent and warrant, as to themselves and the other Grantors, to the Collateral Agent and the Secured Parties that:

(a) Each Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.

(b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein, including the exact legal name of each Grantor, is correct and complete in all material aspects as of the Closing Date. The Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 2 to the Perfection Certificate (or specified by notice from the applicable Borrower to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 6.11 of the Credit Agreement), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.

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(c) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the Secured Obligations and (ii) subject to the filings described in Section 3.02(b), a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than (i) any nonconsensual Lien that is expressly permitted pursuant to Section 7.01 of the Credit Agreement and has priority as a matter of law and (ii) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.

(d) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Article 9 Collateral or (ii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.

SECTION 3.03. Covenants. (a) The Company agrees promptly to notify the Collateral Agent in writing of any change (i) in corporate name of any Grantor, (ii) in the identity or type of organization or corporate structure of any Grantor, or (iii) in the jurisdiction of organization of any Grantor.

(b) Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Article 9 Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 7.01 of the Credit Agreement.

(c) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01 of the Credit Agreement, the Company shall deliver to the Collateral Agent a certificate executed by the chief financial officer and the chief legal officer of the Company setting forth the information required pursuant to Schedules 1(a), 1(c), 1(e), 1(f) and 2(b) of the Perfection Certificate or confirming that there has been no change in such information since the date of such certificate or the date of the most recent certificate delivered pursuant to this Section 3.03(c).

(d) The Company agrees, on its own behalf and on behalf of each other Grantor, at its own expense, to execute, acknowledge, deliver and cause to be

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duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture filings) or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Article 9 Collateral that is in excess of $10,000,000 shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be promptly pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, duly endorsed in a manner reasonably satisfactory to the Collateral Agent.

(e) At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement and within a reasonable period of time after the Collateral Agent has requested that it do so, and each Grantor jointly and severally agrees to reimburse the Collateral Agent within 10 days after demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein, in the other Loan Documents or in the Existing Notes Indenture.

(f) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person the value of which is in excess of $10,000,000 to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Collateral Agent for the benefit of the applicable Secured Parties. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest.

(g) Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

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SECTION 3.04. Other Actions. In order to further insure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Security Interest, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral:

(a) Instruments. If any Grantor shall at any time hold or acquire any Instruments constituting Collateral and evidencing an amount in excess of $10,000,000, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

(b) Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Collateral Agent thereof and at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any

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withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

ARTICLE IV

Remedies

SECTION 4.01. Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, it is agreed that the Collateral Agent shall have the right to exercise any and all rights afforded to a secured party with respect to the Credit Agreement Obligations or the Existing Notes Obligations, as applicable, under the Uniform Commercial Code or other applicable law and also may (i) require each Grantor to, and each Grantor agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such exercise; and (iv) subject to the mandatory requirements of applicable law and the notice requirements described below, sell or otherwise dispose of all or any part of the Collateral securing the Credit Agreement Obligations or the Existing Notes Obligations, as applicable, at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a

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public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) during the continuance of an Event of Default and after notice to the Company of its intent to exercise such rights, for the purpose of (i) making, settling and adjusting claims in respect of Article 9 Collateral

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under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies if insurance, (ii) making all determinations and decisions with respect thereto and (iii) obtaining or maintaining the policies of insurance required by Section 6.07 of the Credit Agreement or to pay any premium in whole or in part relating thereto. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within 10 days of demand, by the Grantors to the Collateral Agent and shall be additional Secured Obligations secured hereby.

SECTION 4.02. Application of Proceeds. (a) The Collateral Agent shall apply the proceeds of any collection or sale of Credit Agreement Collateral, including any Credit Agreement Collateral consisting of cash, as follows:

FIRST, to the payment of all costs and expenses incurred by the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Credit Agreement Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document;

SECOND, to the payment in full of the Credit Agreement Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Credit Agreement Obligations owed to them on the date of any such distribution); and

THIRD, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

(b) The Collateral Agent shall apply the proceeds of any collection or sale of Shared Collateral, including any Shared Collateral consisting of cash, as follows:

FIRST, to the payment of all costs and expenses incurred by the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement or any of the Secured Obligations, including all court costs and

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the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any Mortgage on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any Mortgage;

SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution);

THIRD, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

(c) If at any time any moneys collected or received by the Collateral Agent pursuant to this Agreement are distributable pursuant to paragraph (b) above to the Existing Notes Trustee, and if the Existing Notes Trustee shall notify the Collateral Agent in writing that no provision is made under the Existing Notes Indenture for the application by the Existing Notes Trustee of such moneys (whether because the Existing Notes Indenture does not effectively provide due and payable or otherwise) and that the Existing Notes Indenture does not effectively provide for the receipt and the holding by the Existing Notes Trustee of such moneys pending the application thereof, then the Collateral Agent, after receipt of such moneys pending the application thereof, then the Collateral Agent, after receipt of such notification, shall at the direction of the Existing Notes Trustee, invest such amounts in Cash Equivalents maturing within 90 days after they are acquired by the Collateral Agent or, in the absence of such direction, hold such moneys uninvested and shall hold all such amounts so distributable and all such investments and the net proceeds thereof in trust solely for the Existing Notes Trustee (in its capacity as trustee) and for no other purpose until such time as the Existing Notes Trustee shall request in writing the delivery thereof by the Collateral Agent for application pursuant to the Existing Notes Indenture. The Collateral Agent shall not be responsible for any diminution in funds resulting from any such investment or any liquidation or any liquidation thereof prior to maturity.

(d) In making the determination and allocations required by this Section 4.02, the Collateral Agent may conclusively rely upon information supplied by the Existing Notes Trustees as to the amounts of unpaid principal and interest and

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other amounts outstanding with respect to the Existing Notes Obligations and information supplied by the Administrative Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Credit Agreement Obligations, and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information, provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Administrative Agent or the Existing Notes Trustee of any amounts distributed to them.

ARTICLE V

Indemnity, Subrogation and Subordination

SECTION 5.01. Indemnity. In addition to all such rights of indemnity and subrogation as the Grantors may have under applicable law (but subject to Section 5.03), each Borrower agrees that, in the event any assets of any Grantor shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part an obligation owed to any Secured Party, the relevant Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

SECTION 5.02. Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 5.03) that, in the event assets of any other Subsidiary Party shall be sold pursuant to any Collateral Document to satisfy any Secured Obligation owed to any Secured Party and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the relevant Borrower as provided in Section 5.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 6.14, the date of the Security Agreement Supplement hereto executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

SECTION 5.03. Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Grantors under Sections 5.01 and 5.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Credit Agreement Obligations. No failure on the part of any Borrower or any Grantor to make the payments required by Sections 5.01 and 5.02 (or any other payments required

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under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Grantor with respect to its obligations hereunder, and each Grantor shall remain liable for the full amount of the obligations of such Grantor hereunder.

(b) Each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default and after notice from the Collateral Agent all Indebtedness owed by it to any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Credit Agreement Obligations.

ARTICLE VI

Miscellaneous

SECTION 6.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement or Section 11.02 of the Existing Notes Indenture, as applicable. All communications and notices hereunder to any Subsidiary Party shall be given to it in care of the Company as provided in Section 10.02 of the Credit Agreement.

SECTION 6.02. Waivers; Amendment. (a) No failure or delay by the Collateral Agent, any L/C Issuer or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent, the L/C Issuers and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement; provided, however, that the requisite written consent of the Existing Notes Holders or the Existing Notes Trustee under the Existing Notes Indenture shall be required with respect to any release, waiver, amendment or other modification of this Agreement that would materially and adversely affect the rights of the

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Existing Note Holders to equally and ratably share in the security provided for herein with respect to the Shared Collateral. Except as set forth in this Section 6.02(b), neither the Existing Notes Holders nor the Existing Notes Trustee shall have any rights to approve any release, waiver, amendment, modification, charge, discharge or termination with respect to this Agreement.

SECTION 6.03. Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement.

(b) Without limitation of its indemnification obligations under the other Loan Documents, the Company agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreement or instrument contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.

(c) Any such amounts payable as provided hereunder shall be additional Credit Agreement Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 6.03 shall be payable within 10 days of written demand therefor.

SECTION 6.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

SECTION 6.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in

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the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Collateral Agent, any L/C Issuer or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.

SECTION 6.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

SECTION 6.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 6.08. Right of Set-Off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Company or any other Loan Party, any such notice being waived by the Company and each Loan Party to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or

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demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties against any and all obligations owing to such Lender and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Lender or Affiliate shall have made demand under this Agreement and although such obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that, in the case of any such deposits or other Indebtedness for the credit or the account of any Foreign Subsidiary, such set off may only be against any obligations of Foreign Subsidiaries. Each Lender agrees promptly to notify the Company and the Collateral Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of obligations of the Company or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrowers’ obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii) of the Credit Agreement.

SECTION 6.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York City and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, any L/C Issuer or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction.

(c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan

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Document in any court referred to in paragraph (b) of this Section 6.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 6.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 6.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.10.

SECTION 6.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 6.12. Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, the Existing Notes Indenture, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, the Existing Notes Indenture or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Secured Obligations or this Agreement.

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SECTION 6.13. Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Credit Agreement Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement.

(b) This Agreement and the Shared Security Interest shall terminate with respect to the Existing Notes Trustee and the Existing Notes Holders when all Existing Notes Obligations have been indefeasibly paid in full.

(c) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise.

(d) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released.

(e) In the event that Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Company due to the fact that the Equity Interests of such Subsidiary are pledged under this Agreement, then the Equity Interests of such Subsidiary shall automatically be deemed not to be part of the Collateral to the extent necessary not to be subject to such requirement. Notwithstanding anything to the contrary in this Agreement, if Equity Interests of any Subsidiary are not required to be pledged under this Agreement because Rule 3-16 of Regulation S-X of the Exchange Act would require the filing of separate financial statements of such Subsidiary if its Equity Interests were so pledged, in the event that Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to no longer require (or is replaced with another rule or regulation that would not require) the filing of separate financial statements of such Subsidiary if some or all of its Equity Interests are pledged under this Agreement, then such Equity Interests of such Subsidiary shall automatically be deemed part of the Collateral and pledged under this Agreement.

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(f) In connection with any termination or release pursuant to paragraph (a), (b), (c), (d) or (e), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 shall be without recourse to or warranty by the Collateral Agent.

SECTION 6.14. Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the Credit Agreement, certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Subsidiary Parties upon becoming Restricted Subsidiaries. Upon execution and delivery by the Collateral Agent and a Restricted Subsidiary of a Security Agreement Supplement, such Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

SECTION 6.15. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and notice by the Collateral Agent to the Company of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any

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action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.

SECTION 6.16. General Authority of the Collateral Agent. By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.

SECTION 6.17. Limitation on Collateral Agent’s Responsibilities with Respect to Existing Notes Holders. (a) The obligations of the Collateral Agent to the Existing Notes Holders and the Existing Notes Trustee hereunder shall be limited solely to (i) holding the Shared Collateral for the ratable benefit of the Existing Notes Holders and the Existing Notes Trustee for so long as (A) any Existing Notes Obligations remain outstanding and (B) any Existing Notes Obligations are secured by such Shared Collateral, (ii) subject to the instructions of the Required Lenders, enforcing the rights of the Existing Notes Holders in their capacities as Secured Parties in respect of Shared Collateral and (iii) distributing any proceeds received by the Collateral Agent from the sale, collection or realization of the Shared Collateral to the Existing Notes Holders and the Existing Notes Trustee in respect of the Existing Notes Obligations in accordance with the terms of this Agreement. Neither the Existing Notes Holders nor the Existing Notes Trustee shall be entitled to exercise (or direct the Collateral Agent to exercise) any rights or remedies hereunder with respect to the Existing Notes Obligations, including without limitation the right to receive any payments, enforce the Shared Security Interest, request any action, institute proceedings, give any instructions, make any election, notice Account Debtors, make collections, sell or otherwise foreclose on any portion of the Collateral or execute any amendment, supplement, or acknowledgment hereof. This Agreement shall not create any liability of the Collateral Agent or the Credit Agreement Secured Parties to the Existing Notes Holders or to the Existing Notes Trustee by reason of actions taken with respect to the creation, perfection or continuation of the Shared Security Interest on the Shared Collateral, actions with respect to the occurrence of an Event of Default, actions with respect to the foreclosure upon, sale, release, or

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depreciation of, or failure to realize upon, any of the Shared Collateral or action with respect to the collection of any claim for all or any part of the Existing Notes Obligations from any Account Debtor, guarantor or any other party or the valuation, use or protection of the Shared Collateral. By acceptance of the benefits under this Agreement and the other Collateral Documents, the Existing Notes Holders and the Existing Notes Trustee will be deemed to have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Lenders to permit such Persons to be Secured Parties under this Agreement and certain of the other Collateral Documents and are being relied upon by the Lenders as consideration therefor.

(b) The Collateral Agent shall not be required to ascertain or inquire as to the performance by SunGard or the Company, as applicable, of the Existing Notes Obligations.

(c) The Collateral Agent may execute any of the powers granted under this Agreement and perform any duty hereunder either directly or by or through agents or attorneys-in-fact, and shall not be responsible for the gross negligence or wilful misconduct of any agents or attorneys-in-fact selected by it with reasonable care and without gross negligence or wilful misconduct.

(d) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default unless and until the Collateral Agent shall have received a notice of Event of Default or a notice from the Grantor, the Trustee or the Secured Parties to the Collateral Agent in its capacity as Collateral Agent indicating that an Event of Default has occurred. The Collateral Agent shall have no obligation either prior to or after receiving such notice to inquire whether an Event of Default has, in fact, occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice so furnished to it.

(e) Notwithstanding anything to the contrary herein, nothing in this Agreement shall or shall be construed to (i) result in the Shared Security Interest not securing the Existing Notes Obligations less than equally and ratably with the Credit Agreement Obligations pursuant to Section 4.06 of the Existing Notes Indenture to the extent required or (ii) modify or affect the rights of the Existing Notes Holders to receive the pro rata share specified in Section 4.02(b) of any proceeds of any collection or sale of Shared Collateral.

(f) The parties hereto agree that the Existing Notes Obligations and the Credit Agreement Obligations are, and will be, equally and ratably secured with each other by the Liens on the Shared Collateral, and that it is their intention to give full effect to the equal and ratable provision of Section 4.06 of the Existing Notes Indenture, as in effect on the date hereof.

SECTION 6.18. Effectiveness of the Merger. SunGard and its Subsidiaries shall have no rights or obligations hereunder until the consummation of the Merger and any representations and warranties of SunGard or any of its Subsidiaries hereunder shall not become effective until such time. Upon consummation of the Merger, SunGard shall succeed to all the rights and obligations of Solar Capital Corp. under this Agreement and all rights, obligations, representations and warranties of SunGard and its Subsidiaries shall become effective as of the date hereof, without any further action by any Person.

34

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

SUNGARD HOLDCO LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Executive Vice President, Chief Financial Officer and Assistant Secretary

SUNGARD DATA SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Senior Vice President - Finance and Chief Financial Officer

SOLAR CAPITAL CORP.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Executive Vice President, Chief Financial Officer and Assistant Secretary

ASC SOFTWARE INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

SECURITY AGREEMENT SIGNATURE PAGE

ASSENT SOFTWARE LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Assistant Secretary and Treasurer

AUTOMATED SECURITIES CLEARANCE, LTD.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

BANCWARE, INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Clerk and Treasurer

DATA TECHNOLOGY SERVICES INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary

DERIVATECH RISK SOLUTIONS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

SECURITY AGREEMENT SIGNATURE PAGE

ELINK PROCESSING LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

EXETER EDUCATIONAL MANAGEMENT SYSTEMS, INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary

FDP CORP.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary

FINANCIAL DATA PLANNING CORP.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary

FINANCIAL TECHNOLOGY SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary

SECURITY AGREEMENT SIGNATURE PAGE

HTE-UCS, INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

INFLOW LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

MBM INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary

MICROHEDGE INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

ONLINE SECURITIES PROCESSING INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary

SECURITY AGREEMENT SIGNATURE PAGE

PLAID BROTHERS SOFTWARE, INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary

PORTFOLIO VENTURES INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary

PRESCIENT MARKETS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

PROTOGENT, INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary

SIS EUROPE HOLDINGS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary

SECURITY AGREEMENT SIGNATURE PAGE

SRS DEVELOPMENT INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary
SUNGARD ADVISOR TECHNOLOGIES INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary
SUNGARD ASIA PACIFIC INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD ASSET MANAGEMENT SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary
SUNGARD AVAILABILITY INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

SECURITY AGREEMENT SIGNATURE PAGE

SUNGARD AVAILABILITY SERVICES LP,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary
SUNGARD AVAILABILITY SERVICES LTD.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary
SUNGARD BI-TECH INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD BSR INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD BUSINESS SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, and Assistant Secretary

SECURITY AGREEMENT SIGNATURE PAGE

SUNGARD CANADA HOLDINGS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary
SUNGARD COLLEGIS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD COMPUTER SERVICES LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD CORBEL INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
SUNGARD DEVELOPMENT CORPORATION,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary

SECURITY AGREEMENT SIGNATURE PAGE

SUNGARD DIS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President Treasurer and Assistant Secretary
SUNGARD ENERGY SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD ENFORM CONSULTING INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD EPROCESS INTELLIGENCE INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD EXPERT SOLUTIONS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, and Assistant Secretary

SECURITY AGREEMENT SIGNATURE PAGE

SUNGARD FINANCIAL SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD HTE INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD INSURANCE SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
SUNGARD INVESTMENT PRODUCTS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD INVESTMENT SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

SECURITY AGREEMENT SIGNATURE PAGE

SUNGARD INVESTMENT VENTURES LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary
SUNGARD KIODEX INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD MARKET DATA SERVICES INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD NETWORK SOLUTIONS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
SUNGARD PENTAMATION INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

SECURITY AGREEMENT SIGNATURE PAGE

SUNGARD REFERENCE DATA SOLUTIONS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD SAS HOLDINGS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary
SUNGARD SCT INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
SUNGARD SECURITIES FINANCE INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary
SUNGARD SECURITIES FINANCE INTERNATIONAL INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary

SECURITY AGREEMENT SIGNATURE PAGE

SUNGARD SHAREHOLDER SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
SUNGARD SOFTWARE, INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary
SUNGARD SYSTEMS INTERNATIONAL INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD TECHNOLOGY SERVICES INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

SECURITY AGREEMENT SIGNATURE PAGE

SUNGARD TRADING SYSTEMS VAR LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD TREASURY SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD TRUST SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary
SUNGARD WEALTH MANAGEMENT SERVICES, LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

SECURITY AGREEMENT SIGNATURE PAGE

SUNGARD WORKFLOW SOLUTIONS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
TRUST TAX SERVICES OF AMERICA, INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Clerk and Treasurer
WALL STREET CONCEPTS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

SECURITY AGREEMENT SIGNATURE PAGE

WORLD SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

SECURITY AGREEMENT SIGNATURE PAGE

JPMORGAN CHASE BANK, N.A., as Collateral Agent,
by	/s/ Bruce Borden
	Name:	BRUCE BORDEN
	Title:	VICE PRESIDENT

EX-10.4

Exhibit 10.4

INTELLECTUAL PROPERTY SECURITY AGREEMENT

dated as of

August 11, 2005

among

SUNGARD HOLDCO LLC,

SUNGARD DATA SYSTEMS INC.

SOLAR CAPITAL CORP.,

THE SUBSIDIARIES OF SUNGARD DATA SYSTEMS INC.

IDENTIFIED HEREIN

and

JPMORGAN CHASE BANK, N.A.,

as Collateral Agent

TABLE OF CONTENTS

ARTICLE I
Definitions
SECTION 1.01. Credit Agreement	1
SECTION 1.02. Other Defined Terms	1
ARTICLE II
Security Interests
SECTION 2.01. Security Interest	4
SECTION 2.02. Representations and Warranties	5
SECTION 2.03. Covenants	6
SECTION 2.04. As to Intellectual Property Collateral	8
ARTICLE III
Remedies
SECTION 3.01. Remedies Upon Default	9
SECTION 3.02. Application of Proceeds	11
SECTION 3.03. Grant of License to Use Intellectual Property	11
ARTICLE IV
Indemnity, Subrogation and Subordination
SECTION 4.01. Indemnity	12
SECTION 4.02. Contribution and Subrogation	12
SECTION 4.03. Subordination	12
ARTICLE V
Miscellaneous
SECTION 5.01. Notices	13

SECTION 5.02. Waivers; Amendment	13
SECTION 5.03. Collateral Agent’s Fees and Expenses; Indemnification	13
SECTION 5.04. Successors and Assigns	14
SECTION 5.05. Survival of Agreement	14
SECTION 5.06. Counterparts; Effectiveness; Several Agreement	14
SECTION 5.07. Severability	15
SECTION 5.08. Right of Set-Off	15
SECTION 5.09. Governing Law; Jurisdiction; Consent to Service of Process	16
SECTION 5.10. WAIVER OF JURY TRIAL	16
SECTION 5.11. Headings	17
SECTION 5.12. Security Interest Absolute	17
SECTION 5.13. Termination or Release	17
SECTION 5.14. Additional Restricted Subsidiaries	18
SECTION 5.15. General Authority of the Collateral Agent	18
SECTION 5.16. Collateral Agent Appointed Attorney-in-Fact	18
SECTION 5.17. Effectiveness of the Merger	19

Schedules
Schedule I	Subsidiary Parties
Schedule II	Intellectual Property
Exhibits
Exhibit I	Form of Supplement
Exhibit II	Form of Perfection Certificate

INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of August 11, 2005 among SUNGARD HOLDCO LLC (“Holdings”), SUNGARD DATA SYSTEMS INC., SOLAR CAPITAL CORP., the Subsidiaries of the Company identified herein and JPMORGAN CHASE BANK, N.A., as Collateral Agent.

Reference is made to the Credit Agreement dated as of August 11, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, SunGard, the Overseas Borrowers, Holdings, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, each Lender from time to time party thereto, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as Co-Syndication Agents, and Barclays Bank PLC and The Royal Bank of Canada, as Co-Documentation Agents. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York UCC.

(b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Agreement” means this Intellectual Property Security Agreement.

“Claiming Party” has the meaning assigned to such term in Section 4.02.

“Collateral” has the meaning assigned to such term in Section 2.01.

“Contributing Party” has the meaning assigned to such term in Section 4.02.

1

“Copyright License” means any written agreement, now or hereafter in effect, granting any right to any third party under any copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.

“Copyrights” means all of the following now owned or hereafter acquired by any Grantor: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, including those listed on Schedule II.

“Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Grantor” means each of Holdings, the Company and each Subsidiary Party that is a Domestic Subsidiary.

“Intellectual Property” means all intellectual and similar property of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

“Intellectual Property Collateral” means Collateral consisting of Intellectual Property.

“Intellectual Property Security Agreement Supplement” means an instrument in the form of Exhibit I hereto.

“License” means any Patent License, Trademark License, Copyright License or other license or sublicense agreement to which any Grantor is a party, including those listed on Schedule II.

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Patent License” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.

2

“Patents” means all of the following now owned or hereafter acquired by any Grantor: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule II, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Perfection Certificate” means a certificate substantially in the form of Exhibit II, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by the chief financial officer and the chief legal officer of the Company.

“Proceeds” has the meaning specified in Section 9-102 of the New York UCC.

“Security Interest” has the meaning assigned to such term in Section 2.01(a).

“Subsidiary Parties” means (a) the Subsidiaries identified on Schedule I and (b) each other Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date.

“Trademark License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

“Trademarks” means all of the following now owned or hereafter acquired by any Grantor: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule II, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.

3

ARTICLE II

Security Interests

SECTION 2.01. Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the U.S. Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):

(i) all Copyrights;

(ii) all Patents;

(iii) all Trademarks;

(iv) all Licenses;

(v) all other Intellectual Property; and

(vi) all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing.

(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request.

The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.

(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

4

SECTION 2.02. Representations and Warranties. Holdings and the Company jointly and severally represent and warrant, as to themselves and the other Grantors, to the Collateral Agent and the Secured Parties that:

(a) Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.

(b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein, including the exact legal name of each Grantor, is correct and complete in all material respects as of the Closing Date. The Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 2 to the Perfection Certificate (or specified by notice from the applicable Borrower to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 6.11 of the Credit Agreement), are all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements. Each Grantor represents and warrants that a fully executed agreement in the form hereof and containing a description of all Collateral consisting of Intellectual Property with respect to United States Patents and United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Collateral consisting of Patents, Trademarks and Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such actions as are necessary to perfect the Security Interest with respect to any

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Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the date hereof).

(c) The Security Interest constitutes (i) a legal and valid security interest in all the Collateral securing the payment and performance of the Obligations, including the U.S. Guarantees, (ii) subject to the filings described in Section 2.02(b), a perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code and (iii) a security interest that shall be perfected in all Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, within the three-month period (commencing as of the date hereof) pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the one month period (commencing as of the date hereof) pursuant to 17 U.S.C. § 205 and otherwise as may be required pursuant to the laws of any other necessary jurisdiction. The Security Interest is and shall be prior to any other Lien on any of the Collateral, other than (i) any nonconsensual Lien that is expressly permitted pursuant to Section 7.01 of the Credit Agreement and has priority as a matter of law and (ii) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.

(d) The Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Collateral, (ii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with the United States Patent and Trademark Office or the United States Copyright Office or (iii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.

SECTION 2.03. Covenants. (a) The Company agrees promptly to notify the Collateral Agent in writing of any change (i) in corporate name of any Grantor, (ii) in the identity or type of organization or corporate structure of any Grantor, or (iii) in the jurisdiction of organization of any Grantor.

(b) Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 7.01 of the Credit Agreement.

(c) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01 of the Credit Agreement, the

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Company shall deliver to the Collateral Agent a certificate executed by the chief financial officer and the chief legal officer of the Company setting forth the information required pursuant to Schedules 1(a), 1(c), 1(e), 1(f) and 2(b) of the Perfection Certificate or confirming that there has been no change in such information since the date of such certificate or the date of the most recent certificate delivered pursuant to this Section 2.03(c).

(d) The Company agrees, on its own behalf and on behalf of each other Grantor, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Collateral that is in excess of $10,000,000 shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be promptly pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, duly endorsed in a manner reasonably satisfactory to the Collateral Agent.

Without limiting the generality of the foregoing, each Grantor hereby authorizes the Collateral Agent, with prompt notice thereof to the Grantors, to supplement this Agreement by supplementing Schedule II or adding additional schedules hereto to specifically identify any asset or item that may constitute Copyrights, Licenses, Patents or Trademarks; provided that any Grantor shall have the right, exercisable within 10 days after it has been notified by the Collateral Agent of the specific identification of such Collateral, to advise the Collateral Agent in writing of any inaccuracy of the representations and warranties made by such Grantor hereunder with respect to such Collateral. Each Grantor agrees that it will use its best efforts to take such action as shall be necessary in order that all representations and warranties hereunder shall be true and correct with respect to such Collateral within 30 days after the date it has been notified by the Collateral Agent of the specific identification of such Collateral.

(e) At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement and within a reasonable period of time after the Collateral Agent has requested that it do so, and each Grantor jointly and severally agrees to reimburse the Collateral Agent within 10 days after demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges,

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fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

(f) Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

SECTION 2.04. As to Intellectual Property Collateral. (a) Except to the extent failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority located in the United States, to (i) maintain the validity and enforceability of any registered Intellectual Property Collateral (or applications therefor) and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 or the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings.

(b) Except as could not reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive value).

(c) Except where failure to do so could not reasonably be expected to have a Material Adverse Effect, each Grantor shall take all steps to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to the standards of quality.

(d) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property Collateral after the Closing Date (“After-Acquired

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Intellectual Property”) (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto.

(e) Once every fiscal quarter of the Company, with respect to issued or registered Patents (or published applications therefor) or Trademarks (or applications therefor), and once every month, with respect to registered Copyrights, each Grantor shall sign and deliver to the Administrative Agent an appropriate Intellectual Property Security Agreement with respect to all applicable Intellectual Property owned or exclusively licensed by it as of the last day of such period, to the extent that such Intellectual Property is not covered by any previous Intellectual Property Security Agreement so signed and delivered by it. In each case, it will promptly cooperate as reasonably necessary to enable the Administrative Agent to make any necessary or reasonably desirable recordations with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as appropriate.

(f) Nothing in this Agreement prevents any Grantor from discontinuing the use or maintenance of any or its Intellectual Property Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such discontinuance is desirable in the conduct of its business.

ARTICLE III

Remedies

SECTION 3.01. Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right, at the same or different times, with respect to any Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantors to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and, generally, to exercise any and all rights afforded to a secured party with respect to the Obligations under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral securing the Obligations at a public or private sale, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of

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redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral , or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

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SECTION 3.02. Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows:

FIRST, to the payment of all costs and expenses incurred by the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document;

SECOND, to the payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and

THIRD, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

SECTION 3.03. Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

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ARTICLE IV

Indemnity, Subrogation and Subordination

SECTION 4.01. Indemnity. In addition to all such rights of indemnity and subrogation as the Grantors may have under applicable law (but subject to Section 4.03), each Borrower agrees that in the event any assets of any Grantor shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part an obligation owed to any Secured Party, the relevant Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

SECTION 4.02. Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 4.03) that, in the event assets of any other Subsidiary Party shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the relevant Borrower as provided in Section 4.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Grantors on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 5.14, the date of the Intellectual Property Security Agreement Supplement executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 4.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

SECTION 4.03. Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Grantors under Sections 4.01 and 4.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of any Borrower or any Grantor to make the payments required by Sections 4.01 and 4.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Grantor with respect to its obligations hereunder, and each Grantor shall remain liable for the full amount of the obligations of such Grantor hereunder.

(b) Each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default and after notice from the Collateral Agent all Indebtedness owed by it to any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.

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ARTICLE V

Miscellaneous

SECTION 5.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Party shall be given to it in care of the Company as provided in Section 10.02 of the Credit Agreement.

SECTION 5.02. Waivers; Amendment. (a) No failure or delay by the Collateral Agent, any L/C Issuer or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent, the L/C Issuers and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement.

SECTION 5.03. Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement.

(b) Without limitation of its indemnification obligations under the other Loan Documents, the Company agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreement or instrument contemplated hereby, or to the Collateral, whether or

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not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.

(c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.03 shall be payable within 10 days of written demand therefor.

SECTION 5.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

SECTION 5.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Collateral Agent, any L/C Issuer or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.

SECTION 5.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective permitted

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successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

SECTION 5.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 5.08. Right of Set-Off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Company or any other Loan Party, any such notice being waived by the Company and each Loan Party to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties against any and all obligations owing to such Lender and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Lender or Affiliate shall have made demand under this Agreement and although such obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that, in the case of any such deposits or other Indebtedness for the credit or the account of any Foreign Subsidiary, such set off may only be against any obligations of Foreign Subsidiaries. Each Lender agrees promptly to notify the Company and the Collateral Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of obligations of the Company or any Domestic Subsidiary, it being understood that the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrowers’ obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii) of the Credit Agreement.

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SECTION 5.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, any L/C Issuer or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction.

(c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 5.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 5.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10.

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SECTION 5.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 5.12. Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement.

SECTION 5.13. Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate when all the outstanding Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement.

(b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise.

(c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released.

(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 5.13 shall be without recourse to or warranty by the Collateral Agent.

17

SECTION 5.14. Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the Credit Agreement, certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Subsidiary Parties upon becoming Restricted Subsidiaries. Upon execution and delivery by the Collateral Agent and a Restricted Subsidiary of an Intellectual Property Security Agreement Supplement, such Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

SECTION 5.15. General Authority of the Collateral Agent. By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.

SECTION 5.16. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and notice by the Collateral Agent to the Company of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (e) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the

18

Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.

SECTION 5.17. Effectiveness of the Merger. SunGard and its Subsidiaries shall have no rights or obligations hereunder until the consummation of the Merger and any representations and warranties of SunGard or any of its Subsidiaries hereunder shall not become effective until such time. Upon consummation of the Merger, SunGard shall succeed to all the rights and obligations of Solar Capital Corp. under this Agreement and all rights, obligations, representations and warranties of SunGard and its Subsidiaries shall become effective as of the date hereof, without any further action by any Person.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

SUNGARD HOLDCO LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Executive Vice President, Chief Financial Officer and Assistant Secretary

SUNGARD DATA SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Senior Vice President - Finance and Chief Financial Officer

SOLAR CAPITAL CORP.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Executive Vice President, Chief Financial Officer and Assistant Secretary

ASC SOFTWARE INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

IP SECURITY AGREEMENT SIGNATURE PAGE

ASSENT SOFTWARE LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Assistant Secretary and Treasurer

AUTOMATED SECURITIES CLEARANCE, LTD.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

BANCWARE, INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Clerk and Treasurer

DATA TECHNOLOGY SERVICES INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary

DERIVATECH RISK SOLUTIONS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

IP SECURITY AGREEMENT SIGNATURE PAGE

ELINK PROCESSING LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

EXETER EDUCATIONAL MANAGEMENT SYSTEMS, INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary

FDP CORP.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary

FINANCIAL DATA PLANNING CORP.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary

FINANCIAL TECHNOLOGY SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary

IP SECURITY AGREEMENT SIGNATURE PAGE

HTE-UCS, INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

INFLOW LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

MBM INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary

MICROHEDGE INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

ONLINE SECURITIES PROCESSING INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary

IP SECURITY AGREEMENT SIGNATURE PAGE

PLAID BROTHERS SOFTWARE, INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary

PORTFOLIO VENTURES INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary

PRESCIENT MARKETS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

PROTOGENT, INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary

SIS EUROPE HOLDINGS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary

IP SECURITY AGREEMENT SIGNATURE PAGE

SRS DEVELOPMENT INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary
SUNGARD ADVISOR TECHNOLOGIES INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary
SUNGARD ASIA PACIFIC INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD ASSET MANAGEMENT SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary
SUNGARD AVAILABILITY INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

IP SECURITY AGREEMENT SIGNATURE PAGE

SUNGARD AVAILABILITY SERVICES LP,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary
SUNGARD AVAILABILITY SERVICES LTD.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary
SUNGARD BI-TECH INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD BSR INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD BUSINESS SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, and Assistant Secretary

IP SECURITY AGREEMENT SIGNATURE PAGE

SUNGARD CANADA HOLDINGS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary
SUNGARD COLLEGIS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD COMPUTER SERVICES LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD CORBEL INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
SUNGARD DEVELOPMENT CORPORATION,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary

IP SECURITY AGREEMENT SIGNATURE PAGE

SUNGARD DIS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President Treasurer and Assistant Secretary
SUNGARD ENERGY SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD ENFORM CONSULTING INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD EPROCESS INTELLIGENCE INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD EXPERT SOLUTIONS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, and Assistant Secretary

IP SECURITY AGREEMENT SIGNATURE PAGE

SUNGARD FINANCIAL SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD HTE INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD INSURANCE SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
SUNGARD INVESTMENT PRODUCTS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD INVESTMENT SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

IP SECURITY AGREEMENT SIGNATURE PAGE

SUNGARD INVESTMENT VENTURES LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary
SUNGARD KIODEX INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD MARKET DATA SERVICES INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD NETWORK SOLUTIONS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
SUNGARD PENTAMATION INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

IP SECURITY AGREEMENT SIGNATURE PAGE

SUNGARD REFERENCE DATA SOLUTIONS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD SAS HOLDINGS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary
SUNGARD SCT INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
SUNGARD SECURITIES FINANCE INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary
SUNGARD SECURITIES FINANCE INTERNATIONAL INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary

IP SECURITY AGREEMENT SIGNATURE PAGE

SUNGARD SHAREHOLDER SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
SUNGARD SOFTWARE, INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: President, Treasurer and Assistant Secretary
SUNGARD SYSTEMS INTERNATIONAL INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD TECHNOLOGY SERVICES INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

IP SECURITY AGREEMENT SIGNATURE PAGE

SUNGARD TRADING SYSTEMS VAR LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD TREASURY SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer
SUNGARD TRUST SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Treasurer and Assistant Secretary
SUNGARD WEALTH MANAGEMENT SERVICES, LLC,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

IP SECURITY AGREEMENT SIGNATURE PAGE

SUNGARD WORKFLOW SOLUTIONS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President and Assistant Secretary
TRUST TAX SERVICES OF AMERICA, INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Clerk and Treasurer
WALL STREET CONCEPTS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

IP SECURITY AGREEMENT SIGNATURE PAGE

WORLD SYSTEMS INC.,
by	/s/ Michael J. Ruane
	Name: Michael J. Ruane
	Title: Assistant Vice President, Assistant Secretary and Treasurer

IP SECURITY AGREEMENT SIGNATURE PAGE

JPMORGAN CHASE BANK, N.A., as Collateral Agent,
by	/s/ Bruce Borden
	Name:	BRUCE BORDEN
	Title:	VICE PRESIDENT

EX-10.5

Exhibit 10.5

SUNGARD BRIDGE RECEIVABLES FACILITY

BRIDGE FIRST STEP RECEIVABLES PURCHASE AGREEMENT

DATED AS OF AUGUST 11, 2005

by and among

CERTAIN SUBSIDIARIES OF SUNGARD DATA SYSTEMS, INC.,

as Sellers

and

SUNGARD FINANCING LLC

SUNGARD BRIDGE RECEIVABLES FACILITY

BRIDGE FIRST STEP RECEIVABLES PURCHASE AGREEMENT

THIS BRIDGE FIRST STEP RECEIVABLES PURCHASE AGREEMENT, dated as of August 11, 2005 (this “Agreement” or the “First Step Agreement”), is by and among each party identified on the signature pages hereto as a Seller (collectively, the “Sellers”), and SunGard Financing LLC, a Delaware limited liability company (together with its assigns, “SunGard Financing”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Annex A hereto.

PRELIMINARY STATEMENTS

Each Seller now owns, and from time to time hereafter will own, Receivables. Each Seller wishes to sell and assign to SunGard Financing, and SunGard Financing wishes to purchase from each Seller, all of such Seller’s right, title and interest in and to such Receivables, together with the Seller Related Security and Collections with respect thereto.

Each Seller and SunGard Financing intends the transactions contemplated hereby to be true sales of the Receivables from the applicable Seller to SunGard Financing, providing SunGard Financing with the full benefits of ownership of the Receivables, and the Sellers and SunGard Financing do not intend these transactions to be, or for any purpose to be characterized as, loans from SunGard Financing to any Seller.

Immediately after and on the same day of the purchase of the Receivables from the Sellers, SunGard Financing will sell to SunGard Funding II all such Receivables and the associated Seller Related Security and Collections with respect thereto pursuant to the Second Step Agreement. SunGard Funding II will pledge such assets to obtain credit under the Credit Agreement.

ARTICLE I

AMOUNTS AND TERMS

Section 1.1 Purchase of Receivables.

(a) Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, each Seller hereby sells, assigns, transfers, sets over and otherwise conveys to SunGard Financing, without recourse (except to the extent expressly provided herein), and SunGard Financing does hereby purchase from each

Seller, all of each such Seller’s right, title and interest in and to all of such Seller’s Receivables existing as of the close of business on the Business Day immediately prior to the date hereof and all of such Seller’s Receivables thereafter arising through and including the Amortization Date, together, in each case, with all Seller Related Security relating thereto and all Collections thereof; provided, that, SunGard Financing shall be obligated to pay the Purchase Price therefor in accordance with Section 1.2.

(b) It is the intention of the parties hereto that the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the Uniform Commercial Code), which sale is absolute and irrevocable and provides SunGard Financing with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits owed pursuant to Section 1.3, the sale of Receivables hereunder is made without recourse to any Seller; provided, however, that (i) each Seller shall be liable to SunGard Financing for all representations, warranties and covenants made by such Seller pursuant hereto, and (ii) such sale does not constitute and is not intended to result in an assumption by SunGard Financing of any obligation of any Seller or any other Person arising in connection with the Receivables, the related Contracts and/or other Seller Related Security or any other obligations of any Seller. In view of the intention of the parties hereto that the Purchase of Receivables made hereunder shall constitute a sale of such Receivables rather than loans secured thereby, each of the Sellers will, on or prior to the date hereof and in accordance with Section 4.1(d), (x) indicate clearly and unambiguously in its computer files that all Receivables have been or will be conveyed to SunGard Financing pursuant to this Agreement and (y) note in its accounting records that the Receivables have been sold to SunGard Financing. Upon the request of SunGard Financing, each Seller will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of SunGard Financing’s ownership interest in the Receivables and the Seller Related Security and Collections with respect thereto, or as SunGard Financing may reasonably request.

Section 1.2 Payment for the Purchase.

(a) The Purchase Price for each Purchase from a Seller shall be payable in full by SunGard Financing to such Seller or its designee on each Purchase Date and shall be paid to such Seller in the manner provided in this Article I; provided that for purposes of the initial Purchase Date, the Purchase Price for the Receivables existing on such date shall be based on the Receivables of each Seller existing as of the Cut-Off Date (the “Initial Effective Date Purchase Price”). On the first Settlement Date occurring after the Closing Date (the “Initial Settlement Date”), each Seller shall determine the Purchase Price for the Receivables existing on the Closing Date based on the Receivables actually existing on the Closing Date (the “Actual Effective Date Purchase Price”). If the Initial Effective Date Purchase Price paid by SunGard Financing on the Closing Date is greater than the Actual Effective Date Purchase Price with respect to any Seller, such Seller shall pay to SunGard Financing an amount equal to such excess on the Initial Settlement Date. If the Initial Effective Date Purchase Price paid by SunGard Financing on the Closing Date is less than the Actual Effective Date Purchase Price with respect to any Seller, SunGard Financing shall pay to such Seller an amount equal to such difference on the Initial Settlement Date by increasing the outstanding principal amount of the First Step Intercompany Note for the account of such Seller in the amount of the difference.

(b) Upon the fulfillment of the conditions set forth in Article III, the Purchase Price for Receivables shall be paid by or provided for (without duplication) by SunGard Financing in the manner provided in Section 1.2(c) on the date of the initial Purchase from the applicable Seller and on each Purchase Date thereafter until the Amortization Date.

(c) The Purchase Price for Receivables shall be paid by SunGard Financing on each Purchase Date (including the initial Purchase Date) as follows:

(i) by netting the amount of any Purchase Price Credits then due to SunGard Financing against such Purchase Price;

(ii) to the extent available for such purpose (as determined by SunGard Financing), in cash;

(iii) by means of an addition to the principal amount of the First Step Intercompany Note in an aggregate amount up to the remaining portion of the Purchase Price (after subtraction of the amounts paid in accordance with clauses (i) and (ii) of this subsection (c). Any such addition to the principal amount of the First Step Intercompany Note shall be allocated among the Sellers (pro rata according to the aggregate purchase price for the Receivables sold by each Seller on such day) by the Seller Agent in accordance with the provisions of this Section 1.2(c)(iii) and Section 1.8. The Seller Agent may evidence such additional principal amounts by recording the date and amount thereof on the grid attached to the First Step Intercompany Note; provided, however, that the failure to make any such recordation or any error in such grid shall not adversely affect any Seller’s rights.

(d) The Seller Agent shall be responsible, in accordance with Section 1.2(a), for allocating among the Sellers the payment of the Purchase Price and any amounts netted therefrom pursuant to Section 1.2(c)(i) or credited to SunGard Financing pursuant to Section 1.2(c)(i) or paid in the form of cash to be paid pursuant to Sections 1.2(c)(ii) or in the form of an addition to the principal amount of the First Step Intercompany Note pursuant to Section 1.2(c)(iii). All amounts payable by SunGard Financing in respect of the Purchase Price shall be paid by SunGard Financing to an account of the Seller Agent for allocation by the Seller Agent to the respective Sellers (ratably in accordance with the portion of the Purchase Price owing to each). Each of the Sellers hereby appoints the Seller Agent as its agent for purposes of receiving such payments, making such allocations and taking any other actions hereunder on its behalf and hereby authorizes SunGard Financing to make all payments due to such Seller directly to, or as directed by, the Seller Agent. The Seller Agent hereby accepts and agrees to such appointment. Any such payment by SunGard Financing to or at the direction of the Seller Agent shall constitute a full and complete discharge of SunGard Financing’s liability for the amounts so paid, whether or not the proceeds of such payment are properly distributed by the Seller Agent to the applicable Seller for whose account such payment was made.

Section 1.3 Purchase Price Credit Adjustments. If on any day:

(a) the Outstanding Balance of a Receivable is reduced as a result of any Dilution, or

(b) any of the representations and warranties set forth in Section 2.1(g), (h), (m), (n), (o) or (p) are no longer true with respect to any Receivable,

then, in such event, SunGard Financing shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable hereunder equal to the Outstanding Balance of such Receivable. If the aggregate Purchase Price Credits in respect of any Seller exceeds the Purchase Price in respect of the Receivables of such Seller payable on any Purchase Date, then such Seller agrees to pay such excess amount of the Purchase Price Credit to SunGard Financing in cash on or prior to the Settlement Date with respect to the Monthly Period during which such Purchase Price Credit arises. Simultaneously with the granting or payment of any Purchase Price Credit by any Seller in respect of a Receivable under Section 1.3(b), such Receivable shall immediately and automatically be sold, assigned, transferred and reconveyed (without recourse) by SunGard Financing to such Seller without any further action by SunGard Financing or any other Person.

Section 1.4 Payments and Computations, Etc.

(a) All amounts to be paid or deposited by SunGard Financing hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in immediately available funds to the account of the Seller Agent designated from time to time by the Seller Agent or as otherwise directed by the Seller Agent; provided that to the extent Collections during any Monthly Period that are available to fund the Purchase Price of Receivables sold during such period are less than the full amount of such Purchase Price, the unpaid portion thereof shall be paid or provided for on the related Settlement Date in accordance with Section 1.4(c). In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid in full; provided, however, that such Default Fee shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.

(b) Each Seller hereby agrees that the Seller Agent is authorized to receive amounts due from SunGard Financing to such Seller hereunder. All amounts so received shall be applied in the following order of payment during each Monthly Period:

(i) first, to pay any amounts payable pursuant to 1.2(c)(ii); and

(ii) second, to make payments of interest on, and then principal of the First Step Intercompany Note in accordance with Section 1.8 and the First Step Intercompany Note.

(c) On each Settlement Date:

(i) the Seller Agent shall determine the aggregate Purchase Price (the “Aggregate Purchase Price”) for all Receivables conveyed by the Sellers to SunGard Financing during the preceding Monthly Period or, in the case of the Amortization Date, during the period from the end of the Monthly Period to the Amortization Date (each such period, an “Adjusted Monthly Period”); provided, that the final Adjusted Monthly Period shall commence on the day following the most recently ended Adjusted Monthly Period and shall end on the Amortization Date;

(ii) if on any Settlement Date, the Aggregate Purchase Price for the related Adjusted Monthly Period minus the aggregate amount of Purchase Price Credits for such Adjusted Monthly Period (such difference, the “Modified Aggregate Purchase Price”) exceeds the amount of cash payments received by the Seller Agent from SunGard Financing on behalf of the Sellers as provided herein for such Adjusted Monthly Period (such amount, the “Cash Payments”), the Seller Agent shall, subject to the terms of this Agreement and to the extent it has not already done so, record such excess as an increase in the principal amount outstanding under the First Step Intercompany Note (subject to the limitation set forth in Section 1.8(c)), and if any excess remains after giving effect to the permissible increase in the principal amount of the First Step Intercompany Note, the Sellers may declare the Amortization Date to have occurred with respect to all Sellers by delivering notice to that effect to SunGard Financing and the Administrative Agent;

(iii) if on any Settlement Date, the Cash Payments for the related Adjusted Monthly Period exceed the Modified Aggregate Purchase Price for such Adjusted Monthly Period, the Seller Agent shall, subject to the terms of this Agreement, record the application of that excess, (x) first, to the payment of any unpaid and accrued interest on the First Step Intercompany Note, (y) second, as a reduction in the principal amount of the First Step Intercompany Note, and, (z) third, cause the Sellers to pay any remaining excess to SunGard Financing.

Section 1.5 Transfer of Records.

(a) In connection with the Purchase of Receivables hereunder, each Seller hereby sells, transfers, assigns and otherwise conveys to SunGard Financing all of such Seller’s right and title to and interest in the Records relating to all Receivables sold hereunder, without the need for any further documentation in connection with the Purchase. In connection with such transfer, each Seller hereby grants to SunGard Financing an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by such Seller or is owned by others and used by such Seller under license agreements with respect thereto, provided that should the consent of any licensor of such Seller to such grant of the license described herein be required, such Seller hereby agrees that upon the request of SunGard Financing, such Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.

(b) Each Seller (i) shall take such action requested by SunGard Financing, from time to time hereafter, that may be necessary or appropriate to ensure that SunGard Financing under the Second Step Agreement have an enforceable ownership interest in the Records relating to the Receivables purchased from such Seller hereunder, and (ii) shall use its reasonable efforts to ensure that SunGard Financing has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Receivables and/or to recreate such Records.

Section 1.6 Characterization. This agreement constitutes a “security agreement” as defined in the Uniform Commercial Code that the parties intend provides for the “security interest” of a buyer of accounts under the Uniform Commercial Code. If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale by any Seller to SunGard Financing of Receivables hereunder shall be characterized as a loan by SunGard Financing to the Sellers and not a true sale of accounts or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement in respect of such loan under the Uniform Commercial Code and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Seller hereby grants to SunGard Financing a security interest in all of such Seller’s right, title and interest in, to and under all Receivables now existing and hereafter arising, all Collections, Seller Related Security and Records with respect thereto, and all proceeds of the foregoing, to secure such loan, which security interest shall be prior to all other Liens. After the occurrence of an Early Amortization Event, SunGard Financing shall have, in addition to the rights and remedies specified in this Agreement, all other rights and remedies provided to a secured party after default in a transaction which is a sale of accounts under the Uniform Commercial Code and other applicable law, which rights and remedies shall be cumulative.

Section 1.7 No Repurchase. Except to the extent expressly set forth herein, no Seller shall have any right or obligation under this Agreement, by implication or otherwise, to repurchase from SunGard Financing any Receivables or to rescind or otherwise retroactively affect any Purchase of any Receivable after it is sold to SunGard Financing hereunder.

Section 1.8 First Step Intercompany Note.

(a) On the date of the initial Purchase, SunGard Financing shall issue to the Seller Agent, for the account of the Sellers as their respective interests may appear, a note substantially in the form of Exhibit I (as amended, supplemented or otherwise modified from time to time, the “First Step Intercompany Note”). The aggregate principal amount of the First Step Intercompany Note at any time shall be equal to the difference between (i) the aggregate principal amount on the issuance thereof and each addition to the principal amount of the First Step Intercompany Note with respect to each Seller pursuant to the terms of Section 1.2(c)(iii) and Section 1.4 as of such time, minus (ii) the aggregate amount of all payments made in respect of the principal of the First Step Intercompany Note as of such time. All payments made in respect of the First Step Intercompany Note shall be allocated, first, to pay accrued and unpaid interest thereon, and second, to pay the outstanding principal amount thereof. Interest on the outstanding principal amount of the First Step Intercompany Note shall accrue at a rate per annum equal to the Base Rate in effect from time to time from and including the date of issuance

to but excluding the day on which it is paid in full and shall, subject to the terms and conditions hereof and thereof, be paid (x) on each Settlement Date with respect to the principal amount of the First Step Intercompany Note outstanding from time to time during the Adjusted Monthly Period immediately preceding such Settlement Date (but only to the extent SunGard Financing has funds available to make such payment) and (y) on the maturity date thereof; provided, however, that, to the maximum extent permitted by law, accrued interest on the First Step Intercompany Note which is not so paid shall be added to the principal amount of the First Step Intercompany Note. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the First Step Intercompany Note as described in Section 1.8(b). Principal of the First Step Intercompany Note not paid or prepaid pursuant to the terms thereof shall be payable on the maturity date thereof. Notwithstanding anything to the contrary contained in this Agreement, any payments to be made by SunGard Financing in respect of the First Step Intercompany Note shall be made solely from funds available to SunGard Financing that are not otherwise required to be applied or set-aside for the payment of any obligations of SunGard Financing under the Second Step Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against SunGard Financing to the extent that insufficient funds exist to make such payment.

(b) Each addition to the principal amount of the First Step Intercompany Note on any Purchase Date pursuant to Section 1.2(c) (including on the date of the initial Purchase hereunder) shall be allocated among the Sellers by the Seller Agent ratably in proportion to the Purchase Price owing to each on such Purchase Date.

(c) Anything herein to the contrary notwithstanding, SunGard Financing may not make any payment of any Purchase Price on any Purchase Date by increasing the aggregate principal amount of the First Step Intercompany Note outstanding unless after giving effect to such increase (after giving effect to all repayments thereof on or before such Purchase Date) the aggregate principal amount of the First Step Intercompany Note outstanding on such Purchase Date would not exceed 25% of the aggregate Outstanding Balance of the Receivables on such Purchase Date.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of the Sellers. Each Seller hereby represents and warrants to SunGard Financing, as to itself, severally and not jointly, as of the date hereof, and as of the date of each Purchase, that:

(a) Corporate Existence and Power. Such Seller (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to own its assets, to carry on its business and to execute, deliver and perform its obligations under each Transaction Document to which it is a party and (c) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

(b) Power and Authority; Due Authorization Execution and Delivery. The execution, delivery and performance by each Seller of each Transaction Document to which it is a party, and the consummation of the Transactions, is within such Seller’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Seller’s Organization Documents, (b) conflict with or result in any breach or contravention of, or require any payment to be made under (i) any Contractual Obligation to which such Seller is a party or affecting such Seller or the properties of such Seller or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Seller or its property is subject; or (c) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(i), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

(c) Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Seller of this Agreement or any other Transaction Document, or for the consummation of the Transactions, (b) the grant by any Seller of the Liens granted by it pursuant to the Transaction Documents, (c) the perfection or maintenance of the Liens created under the Transaction Documents (including the priority thereof) or (d) the exercise by SunGard Financing of its rights or remedies under the Transaction Documents, except for (i) filings necessary to perfect the Liens granted by the Sellers in favor of SunGard Financing, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

(d) Binding Effect. This Agreement and each other Transaction Document has been duly executed and delivered by each Seller that is party thereto. This Agreement and each other Transaction Document constitutes, a legal, valid and binding obligation of such Seller, enforceable against each Seller that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

(e) Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Seller, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Seller or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(f) Accuracy of Information. All information heretofore furnished by any Seller or any of their Affiliates to SunGard Financing for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by such Seller or any of their Affiliates to SunGard Financing will be, true and accurate in every material respect on the date such information is stated or certified.

(g) Good Title. At the time each Receivable of such Seller came into existence, such Seller was the legal and beneficial owner of each such Receivables and Seller Related Security with respect thereto, free and clear of any Lien, except as created by the Transaction Documents.

(h) Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase, transfer to SunGard Financing (and SunGard Financing shall acquire from the Seller) a valid and perfected first priority ownership interest in each Receivable that is the subject of such Purchase, together with the Seller Related Security and Collections with respect thereto, free and clear of any Lien, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the Uniform Commercial Code (or any comparable law) of all appropriate jurisdictions to perfect SunGard Financing’s ownership interest in the Receivables, the Seller Related Security and the Collections.

(i) Uniform Commercial Code Search; Filing Information; Location of Records. The name (as it appears in the public records of the relevant jurisdiction of organization), the Federal tax identification number, the organizational identification number, the type of organization, the jurisdiction of organization, the mailing address and the address of the location of the Records of such Seller are correctly set forth Schedule A.

(j) Lockboxes, Lockbox Accounts and Collection Accounts. The names and addresses of all Lockbox Banks and Collection Banks as of the date of this Agreement, together with the account numbers of the Lockbox Accounts and Collection Accounts at each Lockbox Bank and Collection Bank and the post office box number of each Lockbox, are listed on Schedule B.

(k) Names. Within the last five years, such Seller has not used any corporate names, trade names or assumed names other than that on the signature page of this Agreement, except as disclosed in the Perfection Certificate referred to in the Senior Credit Agreement.

(l) Investment and Holding Company Status. Such Seller is not (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

(m) Compliance with SunGard Financial Policy. Such Seller has complied in all material respects with the SunGard Financial Policy with regard to each Receivable and the related Contract, and has not made any change to such SunGard Financial Policy, a copy of which is attached as Exhibit E hereto, except (i) those changes approved with the prior written consent of the Required Lenders, or (ii) such material changes as to which the Required Lenders has been notified in accordance with Section 6.01(c) of the Credit Agreement. Such Seller will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the SunGard Financial Policy.

(n) Good Faith Transfers. The transfers of Receivables by such Seller to SunGard Financing pursuant to this Agreement, and all other transactions between such Seller

and SunGard Financing, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of such Seller.

(o) Enforceability of Contracts. Each Contract with respect to each Receivable is effective to create, and has created, a valid and legally binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(p) Eligible Receivables. Each Receivable sold by such Seller hereunder and included in the Net Receivables Balance as an Eligible Receivable on the date it came into existence was an Eligible Receivable on such date.

(q) Early Amortization Events and Potential Early Amortization Events. No Early Amortization Event or Potential Early Amortization Event has occurred and is continuing.

(r) Taxes. Except as set forth in Schedule G and except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Seller has filed all Federal and state and other tax returns and reports required to be filed, and have paid all Federal and state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those (a) which are not overdue by more than thirty (30) days or (b) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

(s) Solvency. Immediately after the consummation of the Transactions to occur on the date hereof, such Seller is Solvent.

(t) ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that could reasonably be expected to result in a Material Adverse Effect.

(u) Intellectual Property. Each Seller owns, licenses or possesses the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, without conflict with the rights of any Person, except to the extent such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No IP Rights, advertising, product, process, method, substance, part or other material used by any Seller in the operation of

its businesses as currently conducted infringes upon any rights held by any Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights, is pending or, to the knowledge of any Seller, threatened against any Seller, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 2.2 Representations and Warranties of SunGard Financing. SunGard Financing represents and warrants as follows:

(a) SunGard Financing is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and is duly qualified in good standing as a foreign limited liability company in each jurisdiction where the failure to be so qualified, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the ability of SunGard Financing to perform its obligations hereunder.

(b) The execution, delivery and performance by SunGard Financing of this Agreement, and each other Transaction Document to which SunGard Financing is to be a party, when executed and delivered by SunGard Financing (i) have been duly authorized by all necessary limited liability company action and (ii) will not (A) violate (1) SunGard Financing’s certificate of formation or limited liability company agreement, (2) any Requirement of Law applicable to SunGard Financing or (3) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which SunGard Financing is a party or by which it or any of its property is or may be bound or (B) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation of a material right or acceleration of any material payment obligations under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (ii) or this Section 2.2(b), could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of SunGard Financing to perform its obligations hereunder and (iii) will not result in the creation or imposition of any Lien except Liens created under the Transaction Documents.

(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by SunGard Financing of this Agreement, except (i) such as have been obtained or made and are in full force and effect and (ii) for such authorizations, approvals or actions the failure of which to obtain or take could not reasonably be expected to have a material adverse effect on the ability of SunGard Financing to perform its obligations hereunder.

(d) This Agreement, and each other Transaction Document to which SunGard Financing is to be a party, when executed and delivered by SunGard Financing, has been duly executed and delivered by SunGard Financing and is the legal, valid and binding obligation of SunGard Financing, enforceable in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

ARTICLE III

CONDITIONS OF PURCHASE

Section 3.1 Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is subject to the conditions precedent that (a) SunGard Financing shall have received on or before the date of such purchase those documents listed on Schedule C and (b) all of the conditions to the initial purchase under the Second Step Agreement and the effectiveness of the Credit Agreement shall have been satisfied or waived in accordance with the terms thereof.

Section 3.2 Conditions Precedent to all Purchases by SunGard Financing. SunGard Financing’s obligation to purchase Receivables on each Purchase Date from a Seller shall be subject to the further conditions precedent that (a) the Amortization Date shall not have occurred and (b) the representations and warranties set forth in Article II with respect to such Seller that are required to be made on such Purchase Date are true and correct on and as of such date.

Notwithstanding the foregoing, unless otherwise specified by SunGard Financing (with a copy to the Administrative Agent) in a written notice to the Seller Agent, each Purchase from a Seller shall occur automatically on each day prior to the Amortization Date, with the result that the title to all Receivables of such Seller shall vest in SunGard Financing automatically on the date each such Receivable arises and without any further action of any kind by SunGard Financing, any Seller or the Seller Agent, whether or not the conditions precedent specified above were in fact satisfied on such date and notwithstanding any delay in making payment of the Purchase Price for such Receivables (but without impairing SunGard Financing’s obligation to pay such Purchase Price in accordance with the terms hereof).

Section 3.3 Conditions Precedent to all Sales by Sellers. The obligation of each Seller to sell any Receivable generated by it on any date shall be subject to the further condition precedent that on such date no voluntary or involuntary case or proceeding is pending against such Seller or SunGard Financing under applicable Debtor Relief Laws.

ARTICLE IV

COVENANTS

Section 4.1 (a) Affirmative Covenants of Seller. Until the date on which this Agreement terminates in accordance with its terms, each Seller hereby covenants as set forth below:

(a) SunGard Financial Policy. Each Seller will furnish to SunGard Financing, at least thirty (30) days prior to the effectiveness of any material change in or material amendment to the SunGard Financial Policy, a copy of the SunGard Financial Policy then in

effect and a notice (A) indicating such change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting SunGard Financing’s consent thereto. Seller will also promptly furnish to SunGard Financing such other information relating to the Transactions that may be requested from time to time.

(b) Notices of Material Events. Each Seller will notify SunGard Financing in writing of any of the following promptly upon learning the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(i) the occurrence of each Early Amortization Event and each Potential Early Amortization Event, by a statement of an Responsible Officer of such Seller; or

(ii) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any default or event of default under, a Contractual Obligation of any Seller, (ii) any dispute, litigation, investigation, proceeding or suspension between any Seller and any Governmental Authority, (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Seller, including pursuant to any applicable Environmental Laws or in respect of IP Rights or the assertion or occurrence of any noncompliance by any Seller with, or liability under, any Environmental Law or Environmental Permit, or (iv) the occurrence of any ERISA Event.

Each notice delivered under this Section 4.1(b) shall be accompanied by a statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

(c) Existence; Conduct of Business. Such Seller will (i) preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 4.2(g) and (ii) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except (i) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 4.2(g).

(d) Books and Records. Each Seller will (a) maintain proper books of record and account, on which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of such Seller; (b) maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). Each Seller will give the Administrative Agent (as

subassignee of SunGard Financing) notice of any material change in the administrative and operating procedures referred to in the previous sentence. Each Seller will (A) on or prior to the date hereof, mark its master data processing records and other books and records relating to the Receivables with a legend, acceptable to the Administrative Agent (as subassignee of SunGard Financing), describing the interests of the Lenders under the Transaction Documents and (B) upon the request of the Administrative Agent (as subassignee of SunGard Financing) (x) mark each Contract with a legend describing the interests of the Administrative Agent on behalf of the Lenders and (y) deliver to the Administrative Agent all Contracts (including, without limitation, all multiple originals of any such Contract) relating to the Receivables.

(e) Inspection/Audit Rights. Each Seller will permit representatives and independent contractors of SunGard Financing to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of such Seller and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to such Seller; provided that, (i) excluding any such visits and inspections during the continuation of an Early Amortization, Event SunGard Financing shall not exercise such rights more often than two (2) times during any calendar year and only one (1) such time shall be at such Seller’s expense; and (ii) when an Early Amortization Event exists, SunGard Financing (or any of its representatives or independent contractors) may do any of the foregoing at the expense of such Seller at any time during normal business hours and upon reasonable advance notice to such Seller. Such Seller shall be entitled to participate in any discussions with its independent public accountants. In addition to the foregoing, each Seller will allow SunGard Financing (or any of its representatives or independent contractors) to perform a review of the SunGard Financial Policy, including a Receivables audit of such Seller performed by JPMorgan Chase Bank’s Specialized Due Diligence Group or third party auditors reasonably acceptable to the Funding Agents, annually at the joint and several expense of the Sellers, and more frequently than annually at the joint and several expense of the Sellers upon the occurrence of an Early Amortization Event.

(f) Maintenance of Records. Each Seller will (i) maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable);

(ii) give SunGard Financing notice of any material change in the administrative and operating procedures referred to in the preceding clause (i); and

(iii) maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of such Seller.

(g) Compliance with Contracts and SunGard Financial Policy. Such Seller will timely and fully (i) perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables and (ii) comply in all material respects with the SunGard Financial Policy in regard to each Receivable and the related Contract.

(h) Compliance with Laws. Such Seller will comply in all material respects with the requirements of all Laws (including Environmental Laws) and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

(i) Ownership. Such Seller will take all necessary action to (i) vest legal and equitable title to the Receivables, the Seller Related Security and the Collections purchased under this Agreement irrevocably in SunGard Financing, free and clear of any Liens (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the Uniform Commercial Code (or any comparable law) of all appropriate jurisdictions to perfect SunGard Financing’s interest in such Receivables, Seller Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of SunGard Financing therein as SunGard Financing may reasonably request), and (ii) establish and maintain, in favor of SunGard Financing, a valid and perfected first priority security interest in all Receivables, Seller Related Security and Collections to the full extent contemplated herein, free and clear of any Liens.

(j) Separateness. Each Seller acknowledges that it is entering into the transactions contemplated by the Transaction Documents in reliance upon SunGard Financing’s identity as a legal entity that is separate from the Sellers and their respective subsidiaries (other than SunGard Financing). In furtherance of the foregoing, such Seller shall not take any action that is inconsistent with the undertakings of SunGard Financing set forth in Section 4.1(f) of the Second Step Agreement.

(k) Collections. Such Seller will instruct all Obligors to remit all payments in respect of the Receivables into a Lockbox (either directly by wire transfer or electronic funds transfer or by check mailed to a Lockbox maintained by the relevant Collection Bank). In the event any payments relating to Receivables are remitted directly to such Seller, such Seller will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, such Seller will hold such payments in trust for the exclusive benefit of SunGard Financing.

(l) Payment of Obligations. Such Seller will pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities in respect of taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect.

(m) Use of Proceeds. No proceeds of the Purchase hereunder will be used (i) for a purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by

the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.

Section 4.2 Negative Covenants of Sellers. Until the date on which this Agreement terminates in accordance with its terms, each Seller hereby covenants that:

(a) Name Change, Offices and Records. Such Seller will not take any action that would cause any financing statement to become “seriously misleading” under Section 9-507 of the Uniform Commercial Code or change its location as specified in Section 9-307 of the Uniform Commercial Code unless it shall have: (i) given SunGard Financing at least thirty (30) days’ prior written notice thereof and (ii) delivered to SunGard Financing all financing statements, instruments and other documents reasonably requested by SunGard Financing in connection with such change or relocation.

(b) Modifications to Contracts and SunGard Financial Policy. Such Seller will not make (i) any change to the SunGard Financial Policy which would impair the collectibility of the Receivables or otherwise adversely affect the interests or remedies of SunGard Financing, the Administrative Agent, or the Lenders, and (ii) any material change to the SunGard Financial Policy without the prior written consent of SunGard Financing. Such Seller will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the SunGard Financial Policy.

(c) Modifications to Character of Business. Such Seller will not make any change in the character of its business which would impair the collectibility of the Receivables or otherwise adversely affect the interests or remedies of SunGard Financing in any material respect.

(d) Sales, Liens. Such Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Liens upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Seller Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lockbox or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of SunGard Financing provided for herein) other than in connection with the sale of Charged-Off Receivables and with respect to Receivables reassigned to such Seller pursuant to Section 1.3, and such Seller will defend the right, title and interest of SunGard Financing in, to and under any of the foregoing property, against all claims of third parties claiming through or under such Seller.

(e) Accounting for Purchase. Except to the extent otherwise required under generally accepted accounting principles, such Seller shall not account for or treat (whether in financial statements or otherwise) the transactions contemplated by this Agreement in any manner other than as a sale and absolute conveyance of Receivables by such Seller to SunGard Financing (except that, in accordance with applicable tax principles, each Purchase may be ignored for tax reporting purposes).

(f) Consolidation and Merger. Such Seller will not consolidate with, or merge with or into any other Person, or have any other Person merge into such Seller, if such consolidation or merger will result in an Early Amortization Event or a Potential Early Amortization Event. Further, without the prior written consent of each Funding Agent under the Receivables Purchase Agreement, such Seller shall not partake in a merger or transaction in which the Seller is not the surviving entity. The consent of the Funding Agents shall be based upon their reasonable opinion, or the reasonable opinion of their counsel, that the proposed merger or consolidation will not materially adversely affect the collectibility of a material portion of the Receivables or the performance of such Seller’s obligations under the Transaction Documents.

(g) Change in Payment Instructions to Obligors. Such Seller will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lockbox or Collection Account, unless the Administrative Agent shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Lockbox Bank or Collection Bank or a Lockbox or Collection Account, an executed Control Agreement with respect to the new Lockbox or Collection Account; provided, however, that the Seller Agent may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Lockbox or Collection Account. Such Seller will not credit remittances which do not constitute Collections or other proceeds of the Receivables or the Related Security to any Lockbox Account or Collection Account.

ARTICLE V

EARLY AMORTIZATION EVENTS

Section 5.1 Early Amortization Events. The occurrence of any one or more of the following events shall constitute an Early Amortization Event:

(a) Any Seller shall fail (i) to make any payment or deposit required hereunder (or any other Transaction Document to which it is a party) when due and such failure continues for one (1) day, (ii) to perform or observe any term, covenant or agreement under Section 4.2(g) hereunder, or (iii) other than as referred to in clauses (i) and (ii) of this paragraph (a), to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and such failure shall continue for ten (10) consecutive Business Days.

(b) Any representation, warranty, certification or statement made by any Seller in this Agreement, any other Transaction Document or other document delivered pursuant hereto or thereto shall prove in any material respect to have been incorrect when made or deemed made other than any breach of a representation relating to a Receivable that has been repurchased pursuant to Section 1.3.

(c) A default shall occur in the performance of any term, provision or condition contained in the Senior Credit Agreement causing Indebtedness to become due prior to

its stated maturity or declared to be due and payable or required to be prepaid prior to the date of maturity thereof, or a default shall occur in the performance of any term, provision or condition contained in any agreement under which Material Indebtedness (as defined in the Senior Credit Agreement) was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of the Seller Agent shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof; provided, however, that this clause (e)(B) shall not apply to secured Indebtedness of any Seller that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness.

(d) Any Seller shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).

(e) Any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Sellers for Taxes, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy.

(f) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Seller under Title IV of ERISA in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) any Seller or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect; or

(g) Any “Early Amortization Event” under and as defined in the Second Step Agreement shall occur.

(h) Any “Early Amortization Event” under and as defined in the Credit Agreement shall occur.

Section 5.2 Remedies. Upon the occurrence and during the continuation of an Early Amortization Event, SunGard Financing may take any of the following actions: (i) declare the Amortization Date to have occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by each Seller; provided, however, that upon the occurrence of the Early Amortization Event described in Section 5.1(d), or of an actual or deemed entry of an order for relief with respect to any Seller under any Debtor Relief Law, the Amortization Date shall automatically occur,

without demand, protest or any notice of any kind, all of which are hereby expressly waived by each Seller and (ii) to the fullest extent permitted by applicable law, declare that the Default Fee shall accrue with respect to any amounts then due and owing by any Seller to SunGard Financing. The aforementioned rights and remedies shall be in addition to all other rights and remedies of SunGard Financing available under this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the Uniform Commercial Code to a secured party that is a buyer of accounts, all of which rights shall be cumulative.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Indemnities by Sellers. Without limiting any other rights that SunGard Financing may have hereunder or under applicable law, each Seller jointly and severally hereby agrees to indemnify SunGard Financing and its officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of SunGard Financing) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by SunGard Financing of an interest in the Receivables, excluding, however:

(i) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;

(ii) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or

(iii) taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party.

Without limiting the generality of the foregoing indemnification, each Seller shall indemnify SunGard Financing for Indemnified Amounts (including, without limitation, losses in respect of uncollectible Receivables, regardless of whether reimbursement therefor would constitute recourse to such Seller) relating to or resulting from:

(i) any representation or warranty made by such Seller under or in connection with this Agreement or in any report delivered by or on behalf of such Seller pursuant hereto, which shall have been false or incorrect when made or deemed made;

(ii) the failure by such Seller, to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of such Seller to keep or perform any of its obligations, express or implied, with respect to any Contract;

(iii) any failure of such Seller to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement;

(iv) any products liability, personal injury or damage suit, or similar claim arising out of or in connection with goods or services that are furnished pursuant to any Receivable sold by such Seller hereunder or pursuant to the related Contract;

(v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable sold by such Seller hereunder (including, without limitation, a defense based on such Receivable or the related Contract not being a valid and legally binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;

(vi) the commingling of Collections of Receivables at any time with other funds;

(vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of the Purchase, the ownership of the Receivables or any other investigation, litigation or proceeding relating to any Seller in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(ix) any failure to vest and maintain vested in SunGard Financing, or to transfer to SunGard Financing, legal and equitable title to, and ownership of, and a first priority perfected security interest in the Receivables sold by such Seller pursuant hereto, the Seller Related Security and the Collections, free and clear of any Liens; and

(x) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the Uniform Commercial Code of any applicable jurisdiction or other applicable laws with respect to any Receivable sold by such Seller pursuant hereto, the Seller Related Security and

Collections with respect thereto, and the proceeds of any thereof, whether at the time of the Purchase or at any subsequent time.

Section 6.2 Other Costs and Expenses. Each Seller jointly and severally agrees to pay to SunGard Financing on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including, without limitation, the cost of SunGard Financing’s auditors auditing the books, records and procedures of the Sellers, reasonable fees and out-of-pocket expenses of legal counsel for SunGard Financing with respect thereto and with respect to advising SunGard Financing as to its respective rights and remedies under this Agreement.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Waivers and Amendments.

(a) No failure or delay on the part of SunGard Financing in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing signed by each Seller and SunGard Financing.

Section 7.2 Notices. Except as provided below, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on Schedule F hereto or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address specified in this Section 7.2.

Section 7.3 Protection of Ownership Interests of SunGard Financing.

(a) Each Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that SunGard Financing may reasonably request, to perfect, protect or more fully evidence the rights of SunGard Financing in and to the Receivables, or to enable SunGard Financing to exercise and enforce their rights and remedies hereunder. At any time after the occurrence and during the continuance of an Early Amortization Event, SunGard Financing may, at the Sellers’ joint and several cost and expense, direct any Seller to notify the Obligors of

Receivables of the ownership interests of SunGard Financing under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to SunGard Financing or its designee.

(b) If any Seller fails to perform any of its obligations hereunder, SunGard Financing may (but shall not be required to) perform, or cause performance of, such obligation, and SunGard Financing’s costs and expenses incurred in connection therewith shall be payable by the Sellers as provided in Section 6.2. Each Seller irrevocably authorizes SunGard Financing at any time and from time to time in the sole discretion of SunGard Financing , and appoints SunGard Financing as its attorney(s)-in-fact, to act on behalf of such Seller (i) to execute on behalf of such Seller as debtor and to file financing statements necessary or desirable in SunGard Financing’s sole discretion to perfect and to maintain the perfection and priority of the interest of SunGard Financing in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as SunGard Financing in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of SunGard Financing’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.

Section 7.4 [Reserved].

Section 7.5 Bankruptcy Petition. Each Seller, solely in its capacity as a creditor of SunGard Financing, hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all Obligations, it will not institute against, or join any other Person in instituting against, SunGard Financing any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 7.6 CHOICE OF LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Section 7.7 CONSENT TO JURISDICTION. ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY TO THIS AGREEMENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH

JURISDICTION IN RESPECT OF ANY TRANSACTION DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH SELLER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH SELLER PURSUANT TO THIS AGREEMENT AND EACH SELLER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF SUNGARD FINANCING TO BRING PROCEEDINGS AGAINST ANY SELLER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER AGAINST SUNGARD FINANCING OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY ANY SELLER PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

Section 7.8 WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 7.9 Integration; Binding Effect; Survival of Terms.

(a) This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller pursuant to Article II, (ii) the

indemnification and payment provisions of Article VII, Section 7.5 and Section 7.12 shall be continuing and shall survive any termination of this Agreement.

Section 7.10 Counterparts; Severability; Section References. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement that are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

Section 7.11 Consent to Assignment. Each of SunGard Parent and each Seller consents to the assignment by SunGard Financing of its right, title and interest under this Agreement to SunGard Funding II (or its assigns), and to the further assignment by SunGard Funding II (or its assigns) of its right, title and interest under this Agreement to any Person.

Section 7.12 Availability of Funds. Notwithstanding anything in this Agreement to the contrary, SunGard Financing shall not have any obligation to pay any amount required to be paid by it to the Sellers hereunder in excess of any amount available to SunGard Financing after paying or making provision for the payment of its other obligations. All payment obligations of SunGard Financing hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its other obligations; and each of the Sellers agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by SunGard Financing exceeds the amount available to SunGard to pay such amount after paying or making provision for the payment of its other obligations.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

Automated Securities Clearance, Ltd.
Financial Data Planning Corp.
HTE-UCS, Inc.
Inflow LLC
Integrity Treasury Solutions Inc.
Plaid Brothers Software, Inc.
SunGard Asset Management Systems Inc.
SunGard Bi-Tech Inc.
SunGard Business Systems Inc.
SunGard Canada Holdings Inc.
SunGard Collegis, Inc.
SunGard Computer Services LLC
SunGard Corbel Inc.
SunGard Energy Systems Inc.
SunGard Enform Consulting Inc.
SunGard Expert Solutions Inc.
SunGard Financial Systems Inc.
SunGard HTE, Inc.
SunGard Insurance Systems Inc.
SunGard Investment Systems Inc.
SunGard Pentamation Inc.
SunGard Securities Finance Inc.
SunGard Shareholder Systems Inc.
SunGard Systems International Inc.
SunGard Treasury Systems Inc.
SunGard Trust Systems Inc.
SunGard Wealth Management Services LLC
SunGard Workflow Solutions Inc.
Wall Street Concepts Inc.
By:	/s/    ANDREW P. BRONSTEIN
Name:	Andrew P. Bronstein
Title:	Assistant Vice President and Assistant Secretary
BANC WARE, INC., as a Seller
By:	/s/    ANDREW P. BRONSTEIN
Name:	Andrew P. Bronstein
Title:	Assistant Vice President and Assistant Clerk

SUNGARD FINANCING LLC
By:	/s/    MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	President

EX-10.6

Exhibit 10.6

SUNGARD BRIDGE RECEIVABLES FACILITY

BRIDGE SECOND STEP RECEIVABLES PURCHASE AGREEMENT

DATED AS OF AUGUST 11, 2005

by and among

SUNGARD FINANCING LLC,

as Transferor,

and

SUNGARD FUNDING II LLC,

as the Transferee,

SUNGARD BRIDGE RECEIVABLES FACILITY

BRIDGE SECOND STEP RECEIVABLES PURCHASE AGREEMENT

THIS BRIDGE SECOND STEP RECEIVABLES PURCHASE AGREEMENT, dated as of August 11, 2005 (the “Second Step Agreement”)¹, relating to the SunGard Bridge Receivables Facility, is by and among SunGard Financing LLC, a Delaware limited liability company (“SunGard Financing” or the “Transferor” ), and SunGard Funding II LLC, a Delaware limited liability company (together with its assigns, “SunGard Funding II” or the “Transferee”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Annex A hereto.

PRELIMINARY STATEMENTS

SunGard Financing now owns, and from time to time hereafter will own, pursuant to the First Step Agreement, all of the right, title and interest in and to the Receivables of the Sellers thereunder (the “Receivables”), together with the Seller Related Security and Collections with respect thereto (collectively with the Receivables, the “Assets”).

SunGard Financing wishes to sell and assign to SunGard Funding II, and SunGard Funding II wishes to purchase from SunGard Financing, all of SunGard Financing’s right, title and interest in and to the Assets and the SunGard Financing Related Security existing on the date hereof and arising from time to time until the Amortization Date.

Following each purchase of all of SunGard Financing’s right, title and interest in and to all the Assets and the SunGard Financing Related Security, SunGard Funding II may pledge the Assets and the SunGard Financing Related Security to obtain credit under the Credit Agreement.

ARTICLE I

AMOUNTS AND TERMS

Section 1.1 Purchase of Receivables.

(a) Effective on the date hereof, in consideration for the Second Step Purchase Price and upon the terms and subject to the conditions set forth herein, SunGard Financing hereby sells, assigns, transfers, sets over and otherwise conveys to SunGard Funding II, without recourse (except to the extent expressly provided herein), and SunGard Funding II does hereby purchase from SunGard Financing, all of its right, title and interest in and to all of the Assets and the SunGard Financing Related Security existing as of the close of business on the Business Day immediately prior to the date hereof and all of the Assets and SunGard Financing Related Security thereafter arising through and including the Amortization Date. In accordance with the preceding sentence, on the date hereof SunGard Funding II shall acquire all of SunGard Financing’s right, title and interest in and to all of the Assets and the SunGard Financing Related Security existing as of the close of business on the Business Day immediately prior to the date hereof and thereafter arising through and including the Amortization Date; provided, that, SunGard Funding II shall pay the Second Step Purchase Price therefor in accordance with Section 1.2.

(b) It is the intention of the parties hereto that the Purchase of Receivables included in the Assets made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the Uniform Commercial Code), which sale is absolute and irrevocable and provides SunGard Funding II with the full benefits of ownership of the Receivables. The sale of Receivables hereunder is made without recourse to SunGard Financing; provided, however, that (i) SunGard Financing shall be liable to SunGard Funding II for all representations, warranties and covenants made by the Sellers under the First Step Agreement and by SunGard Financing hereunder, and (ii) such sale does not constitute and is not intended to result in an assumption by SunGard Funding II or any assignee thereof of any obligation of any Seller, SunGard Financing or any other Person arising in connection with the Receivables, the related Contracts, the Seller Related Security and/or the SunGard Financing Related Security or any other obligations of Sellers or SunGard Financing. In view of the intention of the parties hereto that the Purchase of Receivables made hereunder shall constitute a sale of such Receivables rather than loans secured thereby, SunGard Financing will, on or prior to the date hereof and in accordance with Section 4.1(h), (x) indicate clearly and unambiguously in its computer files that all Receivables have been or will be conveyed to SunGard Funding II pursuant to this Agreement and (y) note in its accounting records that the Receivables have been sold to SunGard Funding II. Upon the request of SunGard Funding II, the Transferor will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of SunGard Funding II’s ownership interest in the Assets and SunGard Financing Related Security, or as SunGard Funding II may reasonably request.

Section 1.2 Payment for the Purchase.

(a) The Second Step Purchase Price for each Second Step Purchase from SunGard Financing shall be the Purchase Price (net of Purchase Price Credits) payable for the related Purchase by SunGard Financing under the First Step Agreement, payable on the dates the related Purchase Price is payable by SunGard Financing.

¹ Discuss adding Seller Agent as Party hereto with analogous addition on Wrapped side

(b) Upon the fulfillment of the conditions set forth in Article III, the Second Step Purchase Price for Receivables shall be paid by SunGard Funding II or provided for (without duplication) by SunGard Funding II in the manner provided in Section 1.2(c) on the date of the initial Purchase from SunGard Financing and on each Purchase Date thereafter until the Amortization Date.

(c) The Second Step Purchase Price for Receivables shall be paid by SunGard Funding II on each Purchase Date (including the initial Purchase Date) as follows:

(i) by netting the amount of any Purchase Price Credits then due to SunGard Financing against such Second Step Purchase Price;

(ii) to the extent available for such purpose (as determined by SunGard Funding II), in cash; and

(iii) by means of an addition to the principal amount of the Second Step Intercompany Note in an aggregate amount up to the remaining portion of the Second Step Purchase Price (after subtraction of the amounts paid in accordance with clauses (i), (ii) and (iii) of this subsection (c). SunGard Financing may evidence such additional principal amounts by recording the date and amount thereof on the grid attached to the Second Step Intercompany Note; provided, however, that the failure to make any such recordation or any error in such grid shall not adversely affect SunGard Financing’s rights.

(d) All amounts payable by SunGard Funding II in respect of the Second Step Purchase Price of Receivables shall be paid by SunGard Funding II to an account of SunGard Financing. Any such payment by SunGard Funding II to or at the direction of SunGard Financing shall constitute a full and complete discharge of SunGard Funding II’s liability for the amounts so paid.

Section 1.3 Reconveyance of Receivables. (a) Simultaneously with any reconveyance of a Receivable under Section 1.3(b) of the First Step Agreement, such Receivable shall immediately and automatically be sold, assigned, transferred and reconveyed (without recourse) by SunGard Funding II to SunGard Financing without any further action by SunGard Funding II or any other Person.

(b) If at any time a Seller shall become a “Seller” under the SunGard Insured Receivables Facility, the Receivables originated by such Seller shall immediately and automatically be sold, assigned, transferred and reconveyed (without recourse) by SunGard Funding II to SunGard Financing without any further action by SunGard Funding II or any other Person.

Section 1.4 Payments and Computations, Etc.

(a) All amounts to be paid or deposited by SunGard Funding II hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in immediately available funds to the account of SunGard Financing designated from time to time by SunGard Financing or as otherwise directed by SunGard Financing; provided that to the extent Collections during any Monthly Period that are available to fund the Second Step Purchase Price of Receivables sold during such period are less than the full amount of such Second Step Purchase Price, the unpaid portion thereof shall be paid or provided for on the related Settlement Date in accordance with Section 1.4(c). In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid in full; provided, however, that such Default Fee shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.

(b) All amounts due to SunGard Financing from SunGard Funding II once received shall be applied in the following order of payment during each Monthly Period:

(i) first, to pay any amounts payable pursuant to 1.2(c)(ii); and

(ii) second, to make payments of interest on, and then principal of the Second Step Intercompany Note in accordance with Section 1.8 and the Second Step Intercompany Note.

(c) On each Settlement Date:

(i) SunGard Financing shall determine the aggregate Second Step Purchase Price (the “Aggregate Second Step Purchase Price”) for all Assets conveyed by SunGard Financing to SunGard Funding II during the preceding Monthly Period or, in the case of the Amortization Date, during the period from the end of the preceding Monthly Period to the Amortization Date (each such period, a “Adjusted Monthly Period”); provided, that the final Adjusted Monthly Period shall commence on the day following the most recently ended Adjusted Monthly Period and shall end on the Amortization Date;

(ii) if on any Settlement Date, the Aggregate Second Step Purchase Price for the related Adjusted Monthly Period minus the aggregate amount of Second Step Purchase Price Credits for such Adjusted Monthly Period (such difference, the “Modified Aggregate Second Step Purchase Price”) exceeds the amount of cash payments received by SunGard Financing as provided herein for such Adjusted Monthly Period (such amount, the “Cash Payments”), SunGard Financing shall, subject to the terms of this Agreement and to the extent it has not already done so, record such excess as an increase in the principal amount outstanding under the Second Step Intercompany Note (subject to the limitation set forth in Section 1.8(c)), and if any excess remains after giving effect to the permissible increase in the principal amount of the Second Step Intercompany Note, SunGard Financing may declare the Amortization Date to have occurred by delivering notice to that effect to SunGard Funding II and the Administrative Agent; and

(iii) if on any Settlement Date, the Cash Payments for the related Adjusted Monthly Period exceed the Modified Aggregate Second Step Purchase Price for such Adjusted Monthly Period, SunGard Financing shall, subject to the terms of this Agreement, record the application of that excess, (x) first, to the payment of any unpaid and accrued interest on the Second Step Intercompany Note, (y) second, as a reduction in the principal amount of the Second Step Intercompany Note, and, (z) third, to the payment of any remaining excess to SunGard Funding II.

Section 1.5 Transfer of Records.

(a) In connection with the Purchase of Receivables hereunder, SunGard Financing hereby sells, transfers, assigns and otherwise conveys to SunGard Funding II all of SunGard Financing’s right and title to and interest in the Records relating to all Receivables sold hereunder, without the need for any further documentation in connection with the Purchase. In connection with such transfer, SunGard Financing hereby grants to SunGard Funding II an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by SunGard Financing to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by SunGard Financing or is owned by others and used by SunGard Financing under license agreements with respect thereto, provided that should the consent of any licensor of SunGard Financing to such grant of the license described herein be required, SunGard Financing hereby agrees that upon the request of SunGard Funding II, SunGard Financing will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.

(b) SunGard Financing (i) shall take such action requested by SunGard Funding II, from time to time hereafter, that may be necessary or appropriate to ensure that SunGard Funding II have an enforceable ownership interest in the Records (and is able to grant a perfected first priority security interest) relating to the Receivables purchased from SunGard Financing hereunder, and (ii) shall use its reasonable efforts to ensure that SunGard Funding II, the Administrative Agent and the Collection Agent each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Receivables and/or to recreate such Records.

Section 1.6 Characterization. This agreement constitutes a “security agreement” as defined in the Uniform Commercial Code that the parties intend provides for the “security interest” of a buyer of accounts under the Uniform Commercial Code. If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale by SunGard Financing to SunGard Funding II of Receivables hereunder shall be characterized as a loan by SunGard Financing to SunGard Funding II and not a true sale of accounts or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement in respect of such loan under the Uniform Commercial Code and other applicable law. SunGard Financing hereby grants to SunGard Funding II a security interest in all of SunGard Financing’s right, title and interest in, to and under all Assets existing and hereafter arising and all Records with respect thereto, and all proceeds of the foregoing, and the SunGard Financing Related Security to secure such loan, which security interest shall be prior to all other Liens. After the occurrence of an Early Amortization Event, SunGard Funding II and its assigns shall have, in addition to the rights and remedies specified in this Agreement, all other rights and remedies provided to a secured party after default in a transaction which is a sale of accounts under the Uniform Commercial Code and other applicable law, which rights and remedies shall be cumulative.

Section 1.7 No Repurchase. Except to the extent expressly set forth herein, SunGard Financing shall not have any right or obligation under this Agreement, by implication or otherwise, to repurchase from SunGard Funding II any Receivables or to rescind or otherwise retroactively affect any Purchase of any Receivable after it is sold to SunGard Funding II hereunder.

Section 1.8 Second Step Intercompany Note.

(a) On the date of the initial Purchase, SunGard Funding II shall issue to SunGard Financing, for its account, a note substantially in the form of Exhibit I (as amended, supplemented or otherwise modified from time to time, the “Second Step Intercompany Note”). The aggregate principal amount of the Second Step Intercompany Note at any

time shall be equal to the difference between (i) the aggregate principal amount on the issuance thereof and each addition to the principal amount of the Second Step Intercompany Note with respect to SunGard Financing pursuant to the terms of Section 1.2(c)(iii) and Section 1.4 as of such time, minus (ii) the aggregate amount of all payments made in respect of the principal of the Second Step Intercompany Note as of such time. All payments made in respect of the Second Step Intercompany Note shall be allocated, first, to pay accrued and unpaid interest thereon, and second, to pay the outstanding principal amount thereof. Interest on the outstanding principal amount of the Second Step Intercompany Note shall accrue at a rate per annum equal to the Base Rate in effect from time to time from and including the date of issuance to but excluding the day on which it is paid in full and shall, subject to the terms and conditions hereof and thereof, be paid (x) on each Settlement Date with respect to the principal amount of the Second Step Intercompany Note outstanding from time to time during the Adjusted Monthly Period immediately preceding such Settlement Date (but only to the extent SunGard Funding II has funds available to make such payment) and (y) on the maturity date thereof; provided, however, that, to the maximum extent permitted by law, accrued interest on the Second Step Intercompany Note which is not so paid shall be added to the principal amount of the Second Step Intercompany Note. Principal of the Second Step Intercompany Note not paid or prepaid pursuant to the terms thereof shall be payable on the maturity date thereof. Notwithstanding anything to the contrary contained in this Agreement, any payments to be made by SunGard Funding II in respect of the Second Step Intercompany Note shall be made solely from funds available to SunGard Funding II that are not otherwise required to be applied or set-aside for the payment of any obligations of SunGard Funding II under the Second Step Agreement, shall be non-recourse and shall not constitute a claim against SunGard Funding II to the extent that insufficient funds exist to make such payment.

(b) Anything herein to the contrary notwithstanding, SunGard Funding II may not make any payment of any Second Step Purchase Price on any Purchase Date by increasing the aggregate principal amount of the Second Step Intercompany Note outstanding unless the aggregate principal amount of the Second Step Intercompany Note outstanding on such Purchase Date (after giving effect to all repayments thereof on or before such Purchase Date) would not exceed 25% of the aggregate Outstanding Balance of the Receivables on such Purchase Date.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of SunGard Financing. SunGard Financing hereby represents and warrants to SunGard Funding II, as of the date hereof, and as of the date of each incremental Purchase, and with respect to the other representations and warranties set forth in this Section 2.1, as of the date such Receivables are purchased hereunder, that:

(a) Corporate Existence and Power. SunGard Financing (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to own its assets, to carry on its business as now conducted and as proposed to be conducted and to execute, deliver and perform its obligations under each Transaction Document to which it is a party and (c) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is to do business in, and is in good standing in, every jurisdiction where such qualification is required.

(b) Power and Authority; Due Authorization Execution and Delivery. The execution, delivery and performance by SunGard Financing of the Transaction Documents to which it is a party have been duly authorized by all necessary corporate action or other action and, if required, stockholder action. This Agreement has been duly executed and delivered by SunGard Financing and constitutes, and each other Transaction Document to which SunGard Financing is to be a party, when executed and delivered by SunGard Financing, will constitute, a valid and legally binding obligation of SunGard Financing, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(c) Governmental Approvals, No Conflict. The execution and delivery by SunGard Financing of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect security interests created under the Transaction Documents, (ii) do not contravene or violate, as the case may be, its certificate of incorporation or by-laws, or its certificate of formation or limited liability company agreement; (iii) do not require compliance with any bulk sales act or similar law, (iv) will not violate any Requirement of Law applicable to SunGard Financing except to the extent such violations, individually

or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (v) will not violate or result in a default under any material indenture or other material agreement or instrument binding upon SunGard Financing or any of their respective assets, or give rise to a right thereunder to require any payment to be made by SunGard Financing or give rise to a right of, or result in, termination, cancellation or acceleration of any material obligation thereunder, and (vi) will not result in the creation or imposition of any Lien on any asset of SunGard Financing except Liens created under the Transaction Documents.

(d) Actions, Suits. There are no actions, suits or proceedings pending, or to SunGard Financing’s knowledge, probable of assertion, against or affecting SunGard Financing, or any of its properties, in or before any court, arbitrator or other body, that question the validity of the Transactions or could reasonably be expected to have a Material Adverse Effect. SunGard Financing is not in default with respect to any order of any court, arbitrator or governmental body.

(e) Accuracy of Information. All information heretofore furnished by SunGard Financing or any of its Affiliates to SunGard Funding II for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by SunGard Financing or any of its Affiliates to SunGard Funding II will be, true and accurate in every material respect on the date such information is stated or certified.

(f) Good Title. At the time each Receivable of SunGard Financing is transferred to SunGard Funding II, SunGard Financing was the legal and beneficial owner of each such Receivables, Related Security and Collections with respect thereto, free and clear of any Lien, except as created by the Transaction Documents.

(g) Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase, transfer to the SunGard Funding II (and the SunGard Funding II shall acquire from SunGard Financing) a valid and perfected first priority ownership interest in each Receivable that is the subject of such Purchase, together with the Related Security and Collections with respect thereto, free and clear of any Lien, except as created by the Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the Uniform Commercial Code (or any comparable law) of all appropriate jurisdictions to perfect the SunGard Funding II’s ownership interest in the Receivables, the Related Security and the Collections.

(h) Uniform Commercial Code Search; Filing Information; Location of Records. The name (as it appears in the public records of the relevant jurisdiction of organization), the Federal tax identification number, the organizational identification number, the type of organization, the jurisdiction of organization, the mailing address and the address of the location of the Records of SunGard Financing are correctly set forth Schedule B.

(i) Lockboxes, Lockbox Accounts and Collection Accounts. The names and addresses of all Lockbox Banks and Collection Banks as of the date of this Agreement, together with the account numbers of the Lockbox Accounts and Collection Accounts at each Lockbox Bank and Collection Bank and the post office box number of each Lockbox, are listed on Schedule C.

(j) Names. Within the last five years, SunGard Financing has not used any corporate names, trade names or assumed names other than that on the signature page of this Agreement.

(k) Ownership of SunGard Funding II. SunGard Financing owns, directly or indirectly, 100% of membership interests in SunGard Funding II, free and clear of any Lien.

(l) Investment and Holding Company Status. SunGard Financing is not (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

(m) Good Faith Transfers. The transfers of Receivables by SunGard Financing to SunGard Funding II pursuant to this Agreement, and all other transactions between SunGard Financing and SunGard Funding II, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of SunGard Financing.

(n) Early Amortization Event and Potential Early Amortization Event. No Early Amortization Event or Potential Early Amortization Event has occurred and is continuing.

(o) Taxes. SunGard Financing has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which SunGard Financing has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

(p) Solvency. Immediately after the consummation of the Transactions to occur on the date hereof, SunGard Financing is Solvent.

(q) Employees. SunGard Financing has no employees.

(r) Uniform Commercial Code Article 9 Representation. (i) Creation. This Agreement creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Receivables, the Collections and the Seller Related Security in favor of SunGard Funding II, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Transferor.

(ii) Accounts. The Receivables, Collections and Related Security constitute either “accounts”, “general intangibles” or “deposit accounts” within the meaning of the Uniform Commercial Code.

(iii) Title. The Transferor owns and has good and marketable title to the Receivables, Collections and Seller Related Security free and clear of any Lien, claim or encumbrance of any Person.

(iv) Perfection. The Transferor has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables, Collections and Related Security granted to SunGard Funding II hereunder to the extent that they constitute “accounts” or “general intangibles”. The Transferor has delivered to the Administrative Agent a fully executed agreement pursuant to with the banks maintaining the Lockboxes and the Collection Accounts have agreed to comply with all instructions originated by the Administrative Agent directing disposition of the funds in the Lockboxes and Collection Accounts without further consent by the Transferor.

(v) Priority. Other than the security interest granted to SunGard Funding II hereunder, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables, Collections or Seller Related Security. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of collateral covering the Receivables, the Collections or the Seller Related Security other than any financing statement relating to the security interest granted to SunGard Funding II hereunder or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor.

(vi) This clause (r) is not waivable.

Section 2.2 Representations and Warranties of SunGard Funding II. SunGard Funding II represents and warrants as follows:

(a) SunGard Funding II is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and is duly in good standing as a foreign limited liability company in each jurisdiction where the failure to be so qualified, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the ability of SunGard Funding II to perform its obligations hereunder.

(b) The execution, delivery and performance by SunGard Funding II of this Agreement, and each other Transaction Document to which SunGard Funding II is to be a party, when executed and delivered by SunGard Funding II (i) have been duly authorized by all necessary limited liability company action and (ii) will not (A) violate (1) SunGard Funding II’s certificate of formation or limited liability company agreement, (2) any Requirement of Law applicable to SunGard Funding II or (3) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which SunGard Funding II is a party or by which it or any of its property is or may be bound or (B) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation of a material right or acceleration of any material payment obligations under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (ii) or this Section 2.2(b), could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of SunGard Funding II to perform its obligations hereunder and (iii) will not result in the creation or imposition of any Lien except Liens created under the Transaction Documents.

(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by SunGard Funding II of this Agreement, except (i) such as have been obtained or made and are in full force and effect and (ii) for such authorizations, approvals or actions the failure of which to obtain or take could not reasonably be expected to have a material adverse effect on the ability of SunGard Funding II to perform its obligations hereunder.

(d) This Agreement, and each other Transaction Document to which SunGard Funding II is to be a party, when executed and delivered by SunGard Funding II, has been duly executed and delivered by SunGard Funding II and is the legal, valid and binding obligation of SunGard Funding II, enforceable in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

ARTICLE III

CONDITIONS OF PURCHASE

Section 3.1 Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is subject to the conditions precedent that (a) SunGard Funding II shall have received on or before the date of such purchase those documents listed on Schedule D and (b) all of the conditions to the initial purchase under the First Step Agreement and to the effectiveness of the Credit Agreement shall have been satisfied or waived in accordance with the terms thereof.

Section 3.2 Conditions Precedent to all Purchases by SunGard Funding II. SunGard Funding II’s obligation to purchase Receivables on each Purchase Date from SunGard Financing shall be subject to the further conditions precedent that (a) the Amortization Date shall not have occurred and (b) the representations and warranties set forth in Article II with respect to SunGard Financing that are required to be made on such Purchase Date are true and correct on and as of such date.

Notwithstanding the foregoing, unless otherwise specified by SunGard Funding II (with a copy to the Administrative Agent) in a written notice to SunGard Financing, each Purchase from SunGard Financing shall occur automatically on each day prior to the Amortization Date, with the result that the title to all Receivables of SunGard Financing shall vest in SunGard Funding II automatically on the date each such Receivable arises and without any further action of any kind by SunGard Funding II or SunGard Financing, whether or not the conditions precedent specified above were in fact satisfied on such date and notwithstanding any delay in making payment of the Second Step Purchase Price for such Receivables (but without impairing SunGard Funding II’s obligation to pay such Second Step Purchase Price in accordance with the terms hereof).

Section 3.3 Conditions Precedent to all Sales by SunGard Financing. The obligation of SunGard Financing to sell any Receivable owned by it on any date shall be subject to the further condition precedent that on such date no voluntary or involuntary case or proceeding is pending against SunGard Financing or SunGard Funding II under any Debtor Relief Law.

ARTICLE IV

COVENANTS

Section 4.1 Affirmative Covenants of SunGard Financing. Until the date on which this Agreement terminates in accordance with its terms, SunGard Financing hereby covenants as set forth below:

(a) Financial Statements. SunGard Financing will deliver to SunGard Funding II:

(i) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of SunGard Parent beginning with the 2005 fiscal year, a consolidated balance sheet of SunGard Parent and its consolidated Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of PriceWaterhouseCoopers or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(ii) as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of SunGard Parent, a consolidated balance sheet of SunGard Parent and its consolidated Subsidiaries as at the end of such fiscal quarter, and the related (x) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (y) consolidated statements of cash flows for the portion of the fiscal year

then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of SunGard Parent as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of SunGard Parent and its consolidated Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

(iii) within 90 days after the end of each fiscal year of SunGard Financing, its balance sheet and statements of income, retained earnings, stockholders’ equity and cash flows as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all certified by the appropriate Responsible Officer thereof as presenting fairly in all material respects the financial condition and results of operations thereof on a stand-alone basis in accordance with GAAP consistently applied (other than the absence of footnotes);

(iv) with respect to each Monthly Period, SunGard Financing shall deliver Monthly Reports and other reports not later than the Determination Date next following the end of such Monthly Period;

(v) promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than the Administrative Agent or the Conduit Lenders copies of the same; and

(vi) at least thirty (30) days prior to the effectiveness of any material change in or material amendment to the SunGard Financial Policy, a copy of the SunGard Financial Policy then in effect and a notice (A) indicating such change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting the Required Lenders’ consent thereto.

(b) Certificates; Other Information. SunGard Financing will deliver to the Administrative Agent for prompt further distribution to each Lender:

(i) no later than five (5) days after the delivery of the financial statements referred to in Section 4.1(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of SunGard Financing;

(ii) together with the delivery of each Compliance Certificate pursuant to Section 4.1(b)(i), a report setting forth the information required by Section 2.03(c) of the Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report); and

(iii) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Borrower Party, or compliance with the terms of the Transaction Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

(c) Notices. SunGard Financing, promptly after obtaining knowledge thereof, will notify SunGard Funding II and the Administrative Agent:

(i) of the occurrence of any Early Amortization Event;

(ii) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any default or event of default under, a Contractual Obligation of any Borrower Party, (ii) any dispute, litigation, investigation, proceeding or suspension between any Borrower Party and any Governmental Authority, (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Borrower Party; and

(iii) of any cessation of the sale of Receivables under the First Step Agreement.

Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of SunGard Funding II (x) stating that such notice is being delivered pursuant to Section 4.1(c)(i), (ii) or (iii) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action SunGard Financing has taken and proposes to take with respect thereto.

(d) Payment of Obligations. SunGard Financing will pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities in respect of taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect.

(e) Information Regarding Collateral. SunGard Financing will furnish to SunGard Funding II prompt written notice of any change (i) in SunGard Financing’s any Seller’s corporate name, (ii) in the jurisdiction of incorporation or organization of SunGard Financing’s any Seller or (iii) in SunGard Financing’s any Seller’s organizational identification number. Before any such change becomes effective, SunGard Financing will cause all filings under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral (as defined in the Security Agreement).

(f) Lenders’ Reliance. SunGard Financing acknowledges that the Lenders are entering into the transactions contemplated by the Credit Agreement in reliance upon SunGard Financing’s identity as a legal entities separate from SunGard Parent and the Sellers. Therefore, from and after the date of execution and delivery of this Agreement, SunGard Financing shall take all reasonable steps, including, without limitation, all steps that SunGard Funding II may from time to time reasonably request, to maintain its identity as a separate legal entity and to make it manifest to third parties that it is an entity with assets and liabilities distinct from those of SunGard Parent and the Sellers and not just a division of SunGard Parent or any Seller. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, SunGard Financing will:

(i) conduct its own business in its own name and require that all of its full-time employees, if any, identify themselves as such and not as its employees of SunGard Parent ort any Seller (including by means of providing appropriate employees with business or identification cards identifying such employees as SunGard Financing’s employees);

(ii) compensate all employees, consultants and agents directly, from SunGard Financing’s own funds, for services provided to it by such employees, consultants and agents and, to the extent any employee, consultant or agent of SunGard Financing is also an employee, consultant or agent of SunGard Parent or any Seller or, allocate the compensation of such employee, consultant or agent between SunGard Financing on one hand, and SunGard Parent and the Sellers, on the other hand, on a basis that reflects the services rendered to such Persons;

(iii) clearly identify its offices (by signage or otherwise) as its offices and, if such office is located in the offices of SunGard Parent or any Affiliate thereof, such Finance Subsidiary shall lease such office at a fair market rent;

(iv) have a separate telephone number, which will be answered only in its name and separate stationery, invoices and checks in its own name;

(v) conduct all transactions with SunGard Parent, each Seller and each Affiliate thereof (including, without limitation, any delegation of its obligations as Collection Agent) strictly on an arm’s-length basis, allocate all overhead expenses (including, without limitation, telephone and other utility charges) for items shared between such Finance Subsidiary on one hand, and SunGard Parent, the Sellers and such Affiliate, on the other hand, on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use;

(vi) at all times have a Board of Directors consisting of three members, at least one member of which is an Independent Director;

(vii) observe all corporate formalities as a distinct entity, and ensure that all corporate actions relating to (A) the selection, maintenance or replacement of the Independent Director, (B) the dissolution or liquidation of such Financing Subsidiary or (C) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving such Finance Subsidiary, are duly authorized by unanimous vote of its Board of Directors (including the Independent Director) of SunGard Financing;

(viii) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization and take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business.

(ix) maintain its books and records separate from those of SunGard Parent, the Sellers and any other Affiliate thereof and otherwise readily identifiable as its own assets rather than assets of SunGard Parent, the Sellers or such other Affiliate;

(x) prepare its financial statements separately from those of SunGard Parent, the Sellers or any other Affiliate thereof and insure that any consolidated financial statements of SunGard Parent, the Sellers or such Affiliate that include such Financing Subsidiary and that are filed with the Securities and Exchange Commission or any other governmental agency have notes clearly stating that such Finance Subsidiary is a separate corporate entity and that its assets are not available to satisfy the claims of creditors of SunGard Parent and the Sellers;

(xi) except as herein specifically otherwise provided, maintain the funds or other assets of such Finance Subsidiary separate from, and not commingled with, those of SunGard Parent, the Sellers, or any other Affiliate thereof and only maintain bank accounts or other depository accounts to which SunGard Financing alone is the account party, into which SunGard Financing alone makes deposits and from which SunGard Financing alone (or the Administrative Agent in accordance with a Control Agreement) has the power to make withdrawals;

(xii) pay all of SunGard Financing’s operating expenses from its own assets (except for certain payments by SunGard Parent or other Affiliates pursuant to allocation arrangements that comply with the requirements of this Section;

(xiii) Pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities in respect of taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect;

(xiv) operate its business and activities such that: it does not engage in any business or activity of any kind, or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking, other than the transactions contemplated and authorized by this Agreement and the other Transaction Documents; and does not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than (1) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (2) the incurrence of obligations under this Agreement, (3) the incurrence of obligations, as expressly contemplated in the First Step Agreement, to make payment to SunGard Parent or the Sellers, as the case may be, thereunder for the purchase of Receivables from the Sellers, and (4) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated by this Agreement;

(xv) maintain its organizational documents in conformity with this Agreement, such that it does not amend, restate, supplement or otherwise modify its certificate of formation or limited liability company agreement in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents;

(xvi) maintain the effectiveness of, and continue to perform under, the First Step Agreement, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the First Step Agreement, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the First Step Agreement or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the SunGard Funding II;

(xvii) not make any Restricted Payment that would result in an Early Amortization Event; and

(xviii) take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinion issued by Simpson Thacher & Bartlett LLP, as counsel for the Borrower Parties, in connection with the closing or future Borrowing under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material respects at all times.

(g) Compliance with Laws. SunGard Financing will comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

(h) Books and Records. SunGard Financing will (a) maintain proper books of record and account, on which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving its assets and business; (b) maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). SunGard Financing will give SunGard Funding II notice of any material change in the administrative and operating procedures referred to in the previous sentence. SunGard Financing will (A) on or prior to the date hereof, mark its master data processing records and other books and records relating to the Receivables with a legend, acceptable to SunGard Funding II, describing the interests of the Lenders under the Transaction Documents and (B) upon the request of SunGard Funding II (x) mark each Contract with a legend describing the interests of the Administrative Agent on behalf of the Lenders and (y) deliver to the Administrative Agent all Contracts (including, without limitation, all multiple originals of any such Contract) relating to the Receivables.

(i) Inspection/Audit Rights. SunGard Financing will permit representatives and independent contractors of SunGard Funding II and its designees to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants to the extent required by and in the manner permitted by the Collection Agent Agreement.

(j) Compliance with SunGard Financial Policy. SunGard Financing shall comply in all respects with the SunGard Financial Policy.

(k) Ownership. SunGard Financing will take all necessary action to (i) vest legal and equitable title to the Receivables, the Related Security and the Collections purchased under the First Step Agreement irrevocably in SunGard Funding II, free and clear of any Liens other than Liens in favor of the Administrative Agent and the Lenders (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the Uniform Commercial Code (or any comparable law) of all appropriate jurisdictions to perfect SunGard Financing’s interest in such Receivables, Seller Related Security, Collections and SunGard Financing Related Security, and such other action to perfect, protect or more fully evidence the interest of SunGard Funding II as SunGard Funding II may reasonably request).

(l) Performance and Enforcement of First Step Agreement. SunGard Financing will perform each of its obligations and undertakings under and pursuant to the First Step Agreement, will purchase Receivables thereunder in strict compliance with the terms thereof and will vigorously enforce the rights and remedies accorded to them under the First Step Agreement. SunGard Financing will take all actions to perfect and enforce its rights and interests (and the rights and interests of SunGard Funding II) under the First Step Agreements as SunGard Funding II may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the First Step Agreement.

(m) Insurance. SunGard Financing at its own expense will maintain, with financially sound and reputable insurance companies, (a) insurance in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required to be maintained pursuant to the Transaction Documents. SunGard Financing will furnish to SunGard Funding II, information in reasonable detail as to the insurance so maintained.

(n) Payment to Sellers. With respect to any Receivable purchased by SunGard Financing from the Sellers, such sale shall be effected under, and in strict compliance with the terms of, the First Step Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to the Sellers in respect of the Purchase Price for such Receivable. With respect to any Receivable purchased by SunGard Funding II from SunGard Financing, such sale shall be effected under, and in strict compliance with the terms of, the Second Step Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to SunGard Financing in respect of the Purchase Price for such Receivable.

(o) Further Assurances and Post-Closing Conditions. Promptly upon reasonable request by the Administrative Agent (a) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of the Security Agreement or other document or instrument relating to any Collateral, and (b) do,

execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Security Agreement.

(p) Bridge Collection Account Shortfall. On each Business Day, SunGard Financing will deposit from and to the extent amounts are available under Section 2.03(c)(x) of the Insured Credit Agreement amounts into the Collection Account to satisfy any Collection Account Shortfall.

(q) Enforcement of First Step Agreement. SunGard Financing will, and will require each Seller to, perform each of their respective obligations and undertakings under and pursuant to the First Step Agreement, will purchase Receivables thereunder in strict compliance with the terms thereof and will vigorously enforce the rights and remedies accorded to SunGard Financing under the First Step Agreement. SunGard Financing will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Administrative Agent as subassignee of SunGard Financing) under this Agreement as the Required Lenders may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in this Agreement.

(r) Collections. SunGard Financing will cause all Collections in each Lockbox Account to be remitted daily to a Collection Account. In the event any payments relating to Receivables are remitted directly SunGard Financing, SunGard Financing will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, such Seller will hold such payments in trust for the exclusive benefit of SunGard Funding II (and its assigns).

(s) Net Worth. SunGard Financing will maintain a Net Worth on a consolidated basis of at least the greater of (i) $74,000,000, and (ii) and 3% of its assets as of the last day of any Monthly Period.

Section 4.2 Negative Covenants of SunGard Financing. Until the date on which this Agreement terminates in accordance with its terms, SunGard Financing hereby covenants that:

(a) Sales, Liens. SunGard Financing will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Liens upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lockbox, Lockbox Account or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Administrative Agent and the Lenders provided for herein) other than in connection with the sale of Charged-Off Receivables, and SunGard Financing will defend the right, title and interest of SunGard Funding II (and its assigns) in, to and under any of the foregoing property, against all claims of third parties claiming through or under SunGard Financing.

(b) Investments. SunGard Financing will not make or hold any Investments, except as contemplated under the Loan Agreements.

(c) Indebtedness. SunGard Financing will not create, incur, assume or suffer to exist any Indebtedness except as contemplated under the Loan Agreements.

(d) Fundamental Changes. SunGard Financing will maintain its corporate separateness and will not merge or consolidate with or into any other Person, and will not have any Subsidiaries (other than SunGard Funding II, which shall be a wholly-owed Subsidiary, free and clear of all Liens except those created under the Security Agreement).

(e) Change in Nature of Business. SunGard Financing will not make any change in the character of its business which would impair the collectibility of the Receivables or otherwise adversely affect the interests or remedies of the Lenders.

(f) Use of Proceeds. SunGard Financing will not use the proceeds of any Borrowing, whether directly or indirectly, in a manner inconsistent with the uses set forth in the preliminary statements to this Agreement.

(g) Accounting Changes. SunGard Financing will not make any change in fiscal year.

(h) Name Change, Offices and Records. SunGard Financing will not take any action that would cause any financing statement to become “seriously misleading” under Section 9-507 of the Uniform Commercial Code or change its location as specified in Section 9-307 of the Uniform Commercial Code unless SunGard Financing shall have: (i) given SunGard Funding II (and its assigns) at least thirty (30) days’ prior written notice thereof and (ii) delivered to SunGard Funding II (and its assigns) all financing statements, instruments and other documents requested by the Administrative Agent in connection with such change or relocation.

(i) Change in Payment Instructions to Obligors. SunGard Financing will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lockbox, Lockbox Account or Collection Account, unless the Administrative Agent shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Lockbox Bank or Collection Bank or a Lockbox, Lockbox Account or Collection Account, an executed Control Agreement with respect to the new Lockbox, Lockbox Account or Collection Account; provided, however, that the Collection Agent may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Lockbox, Lockbox Account or Collection Account. SunGard Funding II will not credit remittances which do not constitute Collections or other proceeds of the Receivables or the Related Security to any Lockbox Account or Collection Account.

(j) Modifications to Contracts and SunGard Financial Policy. SunGard Financing will not make (i) any change to the SunGard Financial Policy which would impair the collectibility of the Receivables or otherwise adversely affect the interests or remedies of the Lenders, and (ii) any change to the SunGard Financial Policy without the prior written consent of SunGard Funding II. SunGard Financing will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the SunGard Financial Policy.

(k) No Designation of “Amortization Date”. SunGard Financing will not declare an “Early Amortization Event” (as defined in and under each of the Receivables Purchase Agreements), or send any written notice to any Seller in respect thereof, without the prior written consent of SunGard Funding II (or its assigns), except with respect to the occurrence of an Insolvency Event.

(l) Organization Documents. Neither Financing Subsidiary shall amend its Organization Documents without the prior written consent of all of Administrative Agent.

(m) Certain Amendments. SunGard Funding II shall not amend its Organization Documents or any Transaction Document to which it is party, without the prior written consent of SunGard Funding II.

EARLY AMORTIZATION EVENTS

Section 4.3 Early Amortization Events. The occurrence of any one or more of the following events shall constitute an Early Amortization Event:

(a) SunGard Financing shall fail (i) to make any payment or deposit required hereunder (or any other Transaction Document to which it is a party) when due and such failure continues for one (1) day, (ii) to perform or observe any term, covenant or agreement under Section 4.2(f) hereunder, or (iii) other than as set forth in clauses (i) and (ii) of this Section 5.1(a), to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and such failure shall continue for ten (10) consecutive Business Days.

(b) Any representation, warranty, certification or statement made by SunGard Financing in this Agreement, any other Transaction Document or other document delivered pursuant hereto or thereto shall prove in any material respect to have been incorrect when made or deemed made other than any breach of a representation relating to a Receivable that has been repurchased pursuant to Section 1.3.

(c) A default shall occur in the performance of any term, provision or condition contained in the Senior Credit Agreement causing Indebtedness to become due prior to its stated maturity or declared to be due and payable or required to be prepaid prior to the date of maturity thereof, or a default shall occur in the performance of any term, provision or condition contained in any agreement under which Material Indebtedness (as defined in the Senior Credit Agreement) was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of the Collection Agent shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.

(d) SunGard Financing shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against SunGard Financing seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) SunGard Financing shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).

(e) An “Early Amortization Event” under and as defined in the First Step Agreement shall occur.

(f) An “Early Amortization Event” under and as defined in the Credit Agreement shall occur.

Section 4.4 Remedies. Upon the occurrence and during the continuation of an Early Amortization Event, SunGard Funding II may take any of the following actions: (i) declare the Amortization Date to have occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by SunGard Financing; provided, however, that upon the occurrence of the Early Amortization Event described in Section 5.1(d), or of an actual or deemed entry of an order for relief with respect to SunGard Financing under any Debtor Relief Law, the Amortization Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by SunGard Financing and (ii) to the fullest extent permitted by applicable law, declare that the Default Fee shall accrue with respect to any amounts then due and owing by SunGard Financing to SunGard Funding II. The aforementioned rights and remedies shall be in addition to all other rights and remedies of SunGard Funding II and its assigns available under this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the Uniform Commercial Code to a secured party that is a buyer of accounts, all of which rights shall be cumulative.

ARTICLE V

INDEMNIFICATION

Section 5.1 Indemnities by SunGard Financing. Without limiting any other rights that SunGard Funding II may have hereunder or under applicable law, SunGard Financing agrees to indemnify SunGard Funding II and its assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of SunGard Funding II) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by SunGard Funding II of an interest in the Receivables, excluding, however:

(i) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;

(ii) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or

(iii) taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party.

Without limiting the generality of the foregoing indemnification, SunGard Financing shall indemnify SunGard Funding II for Indemnified Amounts (including, without limitation, losses in respect of uncollectible Receivables, regardless of whether reimbursement therefor would constitute recourse to SunGard Financing) relating to or resulting from:

(i) any representation or warranty made by SunGard Financing under or in connection with this Agreement or in any report delivered by or on behalf of SunGard Financing pursuant hereto, which shall have been false or incorrect when made or deemed made;

(ii) the failure by SunGard Financing, to comply with any applicable law, rule or regulation with respect to any Receivable, or the nonconformity of any Receivable with any such applicable law, rule or regulation;

(iii) any failure of SunGard Financing to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document to which it is a party;

(iv) any products liability, personal injury or damage suit, or similar claim arising out of or in connection with goods or services that are furnished pursuant to any Receivable sold by SunGard Financing hereunder or pursuant to the related Contract;

(v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable sold by SunGard Financing hereunder (including, without limitation, a defense based on such Receivable or the related Contract not being a valid and legally binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;

(vi) the commingling of Collections of Receivables at any time with other funds;

(vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction

Document, the transactions contemplated hereby, the use of the proceeds of the Purchase, the ownership of the Receivables or any other investigation, litigation or proceeding relating to SunGard Financing in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(ix) any failure to vest and maintain vested in SunGard Funding II, or to transfer to SunGard Funding II, legal and equitable title to, and ownership of, and a first priority perfected security interest in the Receivables sold by SunGard Financing pursuant hereto, the Related Security and the Collections, free and clear of any Lien; and

(x) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the Uniform Commercial Code of any applicable jurisdiction or other applicable laws with respect to any Receivable sold by SunGard Financing pursuant hereto, the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of the Purchase or at any subsequent time.

Section 5.2 Other Costs and Expenses. SunGard Financing agrees to pay to SunGard Funding II on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including, without limitation, the cost of auditors auditing the books, records and procedures of SunGard Financing, reasonable fees and out-of-pocket expenses of legal counsel for SunGard Funding II with respect thereto and with respect to advising SunGard Funding II as to its respective rights and remedies under this Agreement.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Waivers and Amendments.

(a) No failure or delay on the part of SunGard Funding II (or its assigns) in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing signed by SunGard Financing and SunGard Funding II and, to the extent required under the Credit Agreement, the Administrative Agent, and the Committed Lenders or the Required Lenders.

Section 6.2 Notices. Except as provided below, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address specified in this Section 7.2.

Section 6.3 Protection of Ownership Interests of SunGard Funding II.

(a) SunGard Financing agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that SunGard Funding II (or its assigns) may reasonably request, to perfect, protect or more fully evidence the rights of SunGard Funding II in and to the Receivables, or to enable SunGard Funding II (or its assigns) to exercise and enforce SunGard Funding II’s rights and remedies hereunder. At any time after the occurrence and during the continuance of an Early Amortization Event, SunGard Funding II (or its assigns) may, at SunGard Financing expense, direct SunGard Financing to notify the Obligors of Receivables of the ownership interests of SunGard Funding II under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to SunGard Funding II or its designee.

(b) If SunGard Financing fails to perform any of its obligations hereunder, SunGard Funding II (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and costs and expenses incurred in

connection therewith shall be payable by SunGard Financing as provided in Section 6.2. SunGard Financing irrevocably authorizes SunGard Funding II (and its assigns) at any time and from time to time in the sole discretion of SunGard Funding II (or its assigns), and appoints SunGard Funding II (and its assigns) as its attorney(as)-in-fact, to act on behalf of SunGard Financing (i) to execute on behalf of SunGard Financing as debtor and to file financing statements necessary or desirable in SunGard Funding II’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of SunGard Funding II in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as SunGard Funding II (or its assigns) in its sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of SunGard Funding II’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.

Section 6.4 [Reserved].

Section 6.5 Bankruptcy Petition. SunGard Financing hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all Obligations, it will not institute against, or join any other Person in instituting against SunGard Funding II any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 6.6 CHOICE OF LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Section 6.7 CONSENT TO JURISDICTION. ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY TO THIS AGREEMENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY TRANSACTION DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PARTY PURSUANT TO THIS AGREEMENT AND EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF SUNGARD FINANCING TO BRING PROCEEDINGS AGAINST ANY PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY ANY PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

Section 6.8 WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS

RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 6.9 Integration; Binding Effect; Survival of Terms.

(a) This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by SunGard Financing pursuant to Article II, (ii) the indemnification and payment provisions of Article VI, and Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Section 6.10 Counterparts; Severability; Section References. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement that are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

Section 6.11 Disclaimer of Interest. SunGard Funding II disclaims all right, title and interest in the “Receivables”, “Collections”, “Related Security”, “Assets” and “SunGard Financing Related Security” as defined in the Insured First Step Agreement and Insured Second Step Agreement.

Section 6.12 Availability of Funds. Notwithstanding anything in this Agreement to the contrary, SunGard Funding II shall not have any obligation to pay any amount required to be paid by it to SunGard Financing hereunder in excess of any amount available to SunGard Funding II after paying or making provision for the payment of its other obligations. All payment obligations of SunGard Funding II hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its other obligations; and each of SunGard Financing agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by SunGard Funding II exceeds the amount available to SunGard to pay such amount after paying or making provision for the payment of its other obligations.

Section 6.13 Assignment. SunGard Financing hereby assigns to SunGard Funding II all of its direct and indirect rights and remedies under each of the First Step Agreement, the Performance Undertaking and the Collection Agent Agreement. SunGard Funding II shall be entitled to exercise, without notice or consent of SunGard Financing , any and all direct and indirect rights and remedies of SunGard Financing under the First Step Agreement, the Performance Undertaking and the Collection Agent Agreement from time to time, but shall have no obligations under thereunder or any liability for any loss, expense, claim or damage incurred by or asserted against any Borrower Party by reason of its acts or omissions relating thereto. SunGard Financing consents to the assignment by SunGard Funding II of its right, title and interest under this Agreement, the First Step Agreement, the Performance Undertaking and the Collection Agency Agreement to the Administrative Agent for the benefit of the Lenders and the Insurer, and to the exercise of all or any portion of such rights and remedies, and the rights and remedies of SunGard Funding II under this Agreement, by the Administrative Agent for the benefit of the Lenders and the Insurer, but none of the Administrative Agent, the Lenders or the Insurer shall have any obligations thereunder to any Borrower Party or any liability for any loss, expense, claim or damage incurred by or asserted against any Borrower Party by reason of the Administrative Agent’s, the Lenders’ or the Insurer’s acts or omissions relating thereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

SUNGARD FINANCING LLC, as Transferor
By:	/s/    MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	President, Treasurer and Assistant Secretary
SUNGARD FUNDING II LLC, as Transferee
By: SunGard Financing LLC, its Manager
By:	/s/    MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	President

EX-10.7

Exhibit 10.7

SUNGARD BRIDGE RECEIVABLES FACILITY

BRIDGE RECEIVABLES CREDIT AGREEMENT

Dated as of August 11, 2005

among

SUNGARD FUNDING II LLC,

as the Borrower,

The Persons Parties hereto as

Conduit Lenders, Committed Lenders and Funding Agents,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS AND ACCOUNTING TERMS	2
SECTION 1.01.	Defined Terms	2
SECTION 1.02.	Other Interpretive Provisions	2
SECTION 1.03.	Accounting Terms	2
SECTION 1.04.	Rounding	2
SECTION 1.05.	References to Agreements, Laws, Etc.	3
SECTION 1.06.	Times of Day	3
SECTION 1.07.	Timing of Payment of Performance	3
ARTICLE II	THE FACILITY LIMIT AND BORROWINGS	3
SECTION 2.01.	The Loans	3
SECTION 2.02.	Borrowings, Conversions and Continuations of Loans	3
SECTION 2.03.	Prepayments	6
SECTION 2.04.	Reduction of the Facility Limit	7
SECTION 2.05.	Interest	7
SECTION 2.06.	Fees	8
SECTION 2.07.	Computation of Interest and Fees	8
SECTION 2.08.	Evidence of Indebtedness	8
SECTION 2.09.	Payments Generally	9
SECTION 2.10.	Sharing of Payments	10
ARTICLE III	TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY	11
SECTION 3.01.	Taxes	11
SECTION 3.02.	Illegality	13
SECTION 3.03.	Inability to Determine Rates	13
SECTION 3.04.	Increased Cost and Reduced Return; Capital Adequacy; Reserves on LIBO Rate Loans	14
SECTION 3.05.	Funding Losses	15
SECTION 3.06.	Matters Applicable to All Requests for Compensation	16
SECTION 3.07.	Payable from Collections	17
ARTICLE IV	CONDITIONS PRECEDENT TO BORROWINGS	17
SECTION 4.01.	Conditions to the Effectiveness of this Agreement	17
SECTION 4.02.	Conditions to All Loans	19
ARTICLE V	REPRESENTATIONS AND WARRANTIES	19
Section 5.01	Existence, Qualification and Power; Compliance with Laws	19
Section 5.02	Authorization; No Contravention	20
Section 5.03	Governmental Authorization; Other Consents	20

Section 5.04	Binding Effect	20
Section 5.05	Litigation	21
Section 5.06	No Default	21
Section 5.07	Ownership of Property; Liens	21
Section 5.08	Taxes	21
Section 5.09	Employees	21
Section 5.10	Subsidiaries; Equity Interests	21
Section 5.11	Margin Regulations; Investment Company Act; Public Utility Holding Company Act	21
Section 5.12	Solvency	22
Section 5.13	Certificates	22
Section 5.14	Perfection	22
Section 5.15	Early Amortization Event; Potential Early Amortization Event	22
Section 5.16	Good Title	22
Section 5.17	Uniform Commercial Code Article 9 Representation	23
ARTICLE VI	AFFIRMATIVE COVENANTS OF THE BORROWER	24
SECTION 6.01.	Financial Statements	24
SECTION 6.02.	Certificates; Other Information	24
SECTION 6.03.	Notices	25
SECTION 6.04.	Payment of Obligations	25
SECTION 6.05.	Information Regarding Collateral	25
SECTION 6.06.	Compliance with Laws	25
SECTION 6.07.	Books and Records	25
SECTION 6.08.	Inspection/Audit Rights	26
SECTION 6.09.	Covenant to Guarantee Obligations and Give Security	26
SECTION 6.10.	Compliance with SunGard Financial Policy	26
SECTION 6.11.	Performance and Enforcement of Receivables Purchase Agreements	26
SECTION 6.12.	Insurance	26
SECTION 6.13.	Payment to SunGard Financing	27
SECTION 6.14.	Further Assurances and Post-Closing Conditions	27
SECTION 6.15.	Net Worth	27
SECTION 6.16.	Lenders’ Reliance	27
SECTION 6.17.	Borrower’s Payment of Fees and Expenses	27
ARTICLE VII	NEGATIVE COVENANTS OF THE BORROWER	28
SECTION 7.01.	Sales, Liens	28
SECTION 7.02.	Investments	28
SECTION 7.03.	Indebtedness	28
SECTION 7.04.	Fundamental Changes	28

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SECTION 7.05.	Restricted Payments	28
SECTION 7.06.	Change in Nature of Business	28
SECTION 7.07.	Transactions with Affiliates	28
SECTION 7.08.	Use of Proceeds	28
SECTION 7.09.	Accounting Changes	29
SECTION 7.10.	Name Change, Offices and Records	29
SECTION 7.11.	Change in Payment Instructions to Obligors	29
SECTION 7.12.	Modifications to Contracts and SunGard Financial Policy	29
SECTION 7.13.	No Designation of “Amortization Date”	29
SECTION 7.14.	Amendments to Documents	29
SECTION 7.15.	Employees	30
ARTICLE VIII	COVENANTS OF THE ADMINISTRATIVE AGENT	30
SECTION 8.01.	Certain Duties of the Administrative Agent	30
ARTICLE IX	EARLY AMORTIZATION EVENTS, EVENTS OF DEFAULT AND REMEDIES	30
SECTION 9.01.	Early Amortization Events	30
SECTION 9.02.	Remedies Upon an Early Amortization Event	33
ARTICLE X	ADMINISTRATIVE AGENT AND OTHER AGENTS	34
SECTION 10.01.	Appointment and Authorization of Agents	34
SECTION 10.02.	Delegation of Duties	34
SECTION 10.03.	Liability of Agents	35
SECTION 10.04.	Reliance by Agents	35
SECTION 10.05.	Notice of Early Amortization Event	36
SECTION 10.06.	Credit Decision; Disclosure of Information by Agents	36
SECTION 10.07.	Indemnification of Agents	36
SECTION 10.08.	Agents in their Individual Capacities	37
SECTION 10.09.	Successor Agents	37
SECTION 10.10.	Administrative Agent May File Proofs of Claim	38
SECTION 10.11.	Collateral and Guarantee Matters	39
ARTICLE XI	MISCELLANEOUS	39
SECTION 11.01.	Amendments, Etc.	39
SECTION 11.02.	Notices and Other Communications; Facsimile Copies	40
SECTION 11.03.	No Waiver; Cumulative Remedies	41
SECTION 11.04.	Attorney Costs, Expenses and Taxes	41
SECTION 11.05.	Indemnification by the Borrower	42
SECTION 11.06.	Payments Set Aside	43
SECTION 11.07.	Successors and Assigns	43
SECTION 11.08.	Tax Disclosure	46
SECTION 11.09.	Setoff	46
SECTION 11.10.	Interest Rate Limitation	47

iii

SECTION 11.11.	Counterparts	47
SECTION 11.12.	Integration	47
SECTION 11.13.	Survival of Representations and Warranties	47
SECTION 11.14.	Severability	48
SECTION 11.15.	Tax Forms	48
SECTION 11.16.	GOVERNING LAW	48
SECTION 11.17.	WAIVER OF RIGHT TO TRIAL BY JURY	49
SECTION 11.18.	Non-Petition	49
SECTION 11.19.	USA PATRIOT Act	49
SECTION 11.20.	Assignment	50

iv

ANNEXES
A	Defined Terms
SCHEDULES
A	Information Relating to Each Related Group
B	Conditions Precedent
C	Lockboxes, Lockbox Accounts, Lockbox Banks, Collection Accounts, Collection Banks
D	Addresses and Related Information for Notices
EXHIBITS
A	Form of Loan Notice
B	Form of Note
C	Form of Compliance Certificate
D	Form of Assignment and Assumption
E	Form of Security Agreement
F	Form of Control Agreement
G	Form of Performance Undertaking
H	[Reserved]
I	Form of Counsel Opinion
J	Form of Monthly Report

v

SUNGARD BRIDGE RECEIVABLES FACILITY

BRIDGE RECEIVABLES CREDIT AGREEMENT

This CREDIT AGREEMENT (this “Agreement” or the “Credit Agreement”) dated as of August 11, 2005 is by and among SUNGARD FUNDING II LLC, a Delaware limited liability company (“SunGard Funding II” or the “Borrower”), the entities identified on Schedule A to this Agreement as a Committed Lender, together with any of their respective successors and assigns hereunder (each, a “Committed Lender”), the several commercial paper Conduit Lenders identified on Schedule A hereto, together with any of their respective successors and assigns hereunder (each a “Conduit Lender”, and together with the Committed Lenders, the “Lenders”), the agent bank set forth opposite the name of each Lender on Schedule A hereto and its permitted successors and assigns (the “Funding Agent” with respect to such Lender), and JPMorgan Chase Bank, N.A., as agent for the Lenders and the Funding Agents, or any successor agent hereunder (together with its successors and assigns hereunder, the “Administrative Agent”).

PRELIMINARY STATEMENTS

The Borrower may desire to obtain loans from time to time.

Each Conduit Lender may, in its absolute and sole discretion, make loans to the Borrower from time to time.

The Committed Lenders in each Related Group (if a Conduit Lender in its Related Group does not make a loan requested by the Borrower) shall make such loan, subject to the terms and conditions of this Agreement.

JPMorgan Chase Bank has been requested and is willing to act as Administrative Agent on behalf of the Lenders and the Funding Agents in accordance with the terms hereof.

The proceeds of the Loans shall be used solely (i) to pay the purchase price of the Receivables, Collections and Seller Related Security and the SunGard Financing Related Security, and (ii) for the general working capital needs and corporate purposes of SunGard Parent and its Subsidiaries.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

Definitions and Accounting Terms

SECTION 1.01. Defined Terms. Terms defined herein have the meanings set forth in Annex A.

SECTION 1.02. Other Interpretive Provisions. With reference to this Agreement and each other Transaction Document, unless otherwise specified herein or in such other Transaction Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Transaction Document shall refer to such Transaction Document as a whole and not to any particular provision thereof.

(ii) Article, Section, Annex, Schedule and Exhibit references are to the Transaction Document in which such reference appears.

(iii) The term “including” is by way of example and not limitation.

(iv) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c) In the computation of periods of time from a specified date to a later specified date, except as otherwise provided herein, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(d) Section headings herein and in the other Transaction Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Transaction Document.

SECTION 1.03. Accounting Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the audited financial statements of SunGard Parent and its consolidated Subsidiaries, except as otherwise specifically prescribed herein.

SECTION 1.04. Rounding. Any financial ratios required to be maintained by SunGard Parent and its Subsidiaries pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other

2

component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.05. References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Transaction Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by any Transaction Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

SECTION 1.06. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

SECTION 1.07. Timing of Payment of Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

ARTICLE II

The Facility Limit and Borrowings

SECTION 2.01. The Loans. Subject to the terms and conditions set forth herein, each Conduit Lender may in its sole and absolute discretion make loans, and each Committed Lender will (to the extent the Conduit Lender(s) in its Related Group do not make such loans) make loans to the Borrower pursuant to Section 2.02 (each such loan, a “Loan”) from time to time, on any Settlement Date until the Amortization Date based upon the Monthly Report delivered with respect to the immediately preceding Determination Date; provided, however, that (i) after giving effect to any Borrowing, the Outstanding Amount of the Loans of any Related Group shall not exceed such Related Group’s Related Group Limit, and (ii) after giving effect to any Borrowing, the Outstanding Amount of all Loans will not exceed the lesser of (x) the Facility Limit less the Outstanding Amount of the Insured Loans, and (y) the Borrowing Base. Within the limits of each Related Group’s Related Group Limit, and each Committed Lender’s Commitment, and subject further to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.03, and reborrow under this Section 2.01.

SECTION 2.02. Borrowings, Conversions and Continuations of Loans. (a) (i) Except as otherwise provided in this Section 2.02(a)(i), the Borrower may request only CP Rate Loans. If a Conduit Lender declines to make a Loan, or if a

3

Related Group does not have a Conduit Lender, any requested Loan will be made as a Committed Loan. Each Borrowing shall be made upon the Borrower’s notice to the Administrative Agent, which may be given by telephone, and which shall be irrevocable except as specified below. In the case of an outstanding Committed Loan, continuation or conversion of such Loan shall be made upon the Borrower’s notice to the Administrative Agent, which may be given by telephone, and which shall be irrevocable except as specified below. Each such notice must be received by the Administrative Agent:

(A) in the case of CP Rate Loans, by 3:00 p.m. two Business Days before proposed date of Borrowing (or in the case of a Borrowing of CP Rate Loans on the Closing Date, by 12:00 noon on the Business Day preceding the Closing Date);

(B) in the case of Base Rate Loans, by 1:00 p.m. on the same Business Day as the proposed date of Borrowing;

(C) in the case of LIBO Rate Loans, by 1:00 p.m. three Business Days before the proposed date of Borrowing or continuation or conversion of LIBO Rate Loans or any conversion of Base Rate Loans to LIBO Rate Loans.

(ii) Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Following the receipt of a Loan Notice, the Administrative Agent shall deliver the Loan Notice to the Funding Agents with a copy to the Insurer. Following the receipt of a Loan Notice, the Funding Agent of each Related Group will determine whether each related Conduit Lender will make its portion of the requested Loan and promptly notify the Administrative Agent if such Conduit Lender will not make such Loan. If a Conduit Lender declines to make the proposed Loan, then, subject to the terms and conditions contained in this Section 2.01, the Committed Lenders in such Conduit Lender’s Related Group shall make such Loan.

(iii) Each Borrowing of, conversion to or continuation of LIBO Rate Loans shall be in a minimum principal amount of $1,000,000 and a multiple of $100,000, or in the remaining amount of the applicable Related Group’s Related Group Limit.

(iv) Each Loan Notice (whether telephonic or written) shall specify (A) whether the Borrower is requesting a Borrowing of CP Rate Loans, a continuation of LIBO Rate Loans, or a conversion of Committed Loans to CP Rate Loans, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Settlement Date), and (C) the principal amount of Loans to be borrowed, converted or continued; provided, however, that the Interest Period for any LIBO Rate Loan shall end on the next Settlement Date. If the Borrower requests a Borrowing of CP Rate Loans, and all or a portion of such Borrowing is made as a Committed Loan, such Committed Loan will be made (1) if there is not enough time to determine the applicable

4

Adjusted LIBO Rate, as a Base Rate Loan and converted as soon as practicable to a LIBO Rate Loan with an Interest Period ending on the next following Determination Date, and (2) otherwise as a LIBO Rate Loan with an Interest Period ending on the next following Determination Date. The Borrower may from time to time request that any outstanding Committed Loan of any Committed Lender be converted into a CP Rate Loan made by the Conduit Lender in the same Related Group, and such Conduit Lender may in its sole and absolute discretion make such Loan. Notwithstanding anything to the contrary in this Agreement, the proceeds of such CP Rate Loan will be applied to the payment of principal of such Committed Loan.

(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Funding Agent of the amount of its Pro Rata Share of the applicable Borrowing, and, if no timely notice of a Borrowing, conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Borrower in Same Day Funds not later than 12:00 noon, on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Borrowing, Sections 4.01 and 4.02), the Lenders shall make all funds so received available to the Borrower in like funds either by (i) crediting the account of the Borrower on their respective books with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. If a Related Group contains more than one Conduit Lender and/or Committed Lender, allocations of Loans among such Conduit Lenders and/or Committed Lenders may be made by the applicable Funding Agent in its discretion.

(c) Except as otherwise provided herein, a LIBO Rate Loan may be continued or converted to a Base Rate Loan only on the last day of an Interest Period for such LIBO Rate Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the existence of and during the continuance of an Early Amortization Event, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as LIBO Rate Loans.

(d) Upon a request of the Borrower, the Administrative Agent will request each Funding Agent to promptly provide the Borrower with an estimate of the prevailing CP Rate of the Conduit Lenders in its Related Group. The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBO Rate Loans upon determination of such interest rate. The determination of the LIBO Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in JPMorgan Chase Bank’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

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(e) The failure of any Committed Lender to make the Loan to be made by it as part of any Borrowing shall not relieve it or any other Committed Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing. If a Committed Lender fails to make its Pro Rata Share of any Loan, all other non-defaulting Committed Lenders will be obligated to make additional Loans (not subject to the minimum and multiple requirements of Section 2.02(a)(iii)) on a pro rata basis based on the Related Group Limits of each such non-defaulting Committed Lender, but not in excess of such non-defaulting Committed Lender’s applicable Related Group Limit.

SECTION 2.03. Prepayments. (a) [Reserved.]

(b) Mandatory. If the Outstanding Amount of all Loans on any day exceeds the lesser of (x) the Facility Limit less the Outstanding Amount of the Insured Loans, and (y) the Borrowing Base then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Loans in an aggregate amount equal to such excess (the “Overadvance Amount”) and give notice to the Administrative Agent of such prepayment. The Administrative Agent will promptly notify each Funding Agent of its receipt of each such notice, and of the amount of such Related Group’s Pro Rata Share of such prepayment. The Overadvance Amount will be payable as set forth in Section 2.03(c). Each prepayment of the Loans pursuant to this Section 2.03(b) shall be paid to the applicable Related Group in accordance with their respective Pro Rata Shares.

(c) Application of Funds in Collection Account. On each Business Day, the Borrower shall allocate and apply the funds on deposit in the Collection Account (including any amounts deposited pursuant to Section 4.1(p) of the Second Step Agreement) in the following amounts and in the following priority:

(i) first, (A) before the Amortization Date, on each Settlement Date (and on each following Business Day until paid in full), to the payment of accrued and unpaid Collection Agent Fee for the most recently ended Monthly Period, and (B) on and after the Amortization Date, on each Business Day, to the payment of accrued and unpaid Collection Agent Fee;

(ii) second, (A) before the Amortization Date, on each Settlement Date (and on each following Business Day until paid in full), ratably to the reimbursement of the Administrative Agent’s accrued and unpaid reasonable costs of collection and enforcement of this Agreement and the other Transaction Documents for the most recently ended Accrual Period, and (B) on and after the Amortization Date, on each Business Day, to the reimbursement of the Administrative Agent’s accrued and unpaid reasonable costs of collection and enforcement of this Agreement and the other Transaction Documents;

(iii) third, (A) before the Amortization Date, on each Settlement Date (and on each following Business Day until paid in full), ratably to the payment of all accrued and unpaid fees under the Administrative Agent Fee Letter, the Used Fee and interest on Loans that has accrued during the most recently completed Accrual Period (less any adjustments to any of the foregoing that would result in

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a reduction of the applicable amount for a prior Settlement Date), and (B) on and after the Amortization Date, on each Business Day, ratably to the payment of all accrued and unpaid fees under the Fee Letter, the Administrative Agent Fee Letter, the Used Fee and interest on Loans;

(iv) fourth, on any Business Day before the Amortization Date, to the payment of Overadvance Amounts;

(v) fifth, [reserved];

(vi) sixth, on each Business Day on and after the Amortization Date, to the payment of the Outstanding Amount of all Loans;

(vii) seventh, on each Business Day, to the ratable payment of all other Obligations; and

(viii) eighth, on each Business day, to the Borrower for distribution to SunGard Financing.

SECTION 2.04. Reduction of the Facility Limit. (a) The Borrower may, upon written notice to the Administrative Agent, from time to time permanently reduce the unused amount of the Facility Limit; provided, however, that (i) any such notice shall be received by the Administrative Agent three Business Days before the date of reduction, (ii) any partial reduction shall be in a minimum amount of $1,000,000 and a multiple of $100,000, or in the whole unused amount; and (iii) after giving effect to such reduction, the Outstanding Amount of Loans and Insured Loans will not be greater than the Facility Limit.

(b) Upon any reduction of unused amount of the Facility Limit, the Related Group Limit of each Related Group shall be reduced by such Related Group’s Pro Rata Share of the amount by which the Facility Limit is reduced.

SECTION 2.05. Interest. (a) Subject to the provisions of Section 2.05(b), (i) each CP Rate Loan shall bear interest on the Outstanding Amount thereof on each day at a per annum rate at the CP Rate, (ii) each LIBO Rate Loan shall bear interest on the Outstanding Amount thereof for each Interest Period at a rate per annum equal to the Adjusted LIBO Rate for such Interest Period, and (iii) each Base Rate Loan shall bear interest on the Outstanding Amount on each day at a rate per annum equal to the Base Rate.

(b) The Borrower shall pay interest (i) on the principal amount of Loans on and after the Early Amortization Date, and (ii) on all other past due amounts hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest accrued during each Accrual Period on each Loan and any other amount shall be due and payable in arrears on the next following Settlement Date

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and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. Interest accrued on each Loan shall be payable to each Lender in accordance with its Pro Rata Share.

SECTION 2.06. Fees. (a) Used Fee. For each Accrual Period, the Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, a used fee (the “Used Fee”) equal to the product of (i) the average Outstanding Amount of Loans for such Accrual Period, and (ii) the applicable rate set forth in the Fee Letter.

(b) [Reserved].

(c) [Reserved].

(d) Other Fees. The Borrower shall pay to the Administrative Agent such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

SECTION 2.07. Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by JPMorgan Chase Bank’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a year of 360 days and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided, however, that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.09(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

SECTION 2.08. Evidence of Indebtedness. (a) The Borrowings made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Borrowings made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower

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shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.08(a), and by each Lender in its account or accounts pursuant to Sections 2.08(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Transaction Documents.

SECTION 2.09. Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, in Same Day Funds not later than 11:00 a.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer. All payments received by the Administrative Agent after 11:00 a.m., shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(c) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) The obligations of the Committed Lenders hereunder to make Committed Loans are several and not joint. The failure of any Committed Lender to make any Committed Loan on any date required hereunder shall not relieve it or any other Committed Lender of its corresponding obligation to do so on such date, and no Committed Lender shall be responsible for the failure of any other Committed Lender to so make its Committed Loan.

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(e) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f) If the Administrative Agent receives funds for application to the Obligations of the Borrower under or in respect of the Transaction Documents under circumstances for which the Transaction Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the Outstanding Amount of all Loans outstanding at such time.

SECTION 2.10. Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.10 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

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ARTICLE III

Taxes, Increased Costs Protection and Illegality

SECTION 3.01. Taxes. (a) Except as provided in this Section 3.01, any and all payments by the Borrower to or for the account of any Agent or any Lender under any Transaction Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities (including additions to tax, penalties and interest) with respect thereto, excluding, in the case of each Agent and each Lender, taxes imposed on or measured by its net income or overall gross income (including branch profits), and franchise (and similar) taxes imposed on it in lieu of net income taxes, by the jurisdiction (or any political subdivision thereof) under the Laws of which such Agent or such Lender, as the case may be, is organized or maintains a lending office, and all liabilities (including additions to tax, penalties and interest) with respect thereto (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Laws to deduct any Taxes or Other Taxes from or in respect of any sum payable under any Transaction Document to any Agent or any Lender, (i) the sum payable shall be increased as necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), the Borrower shall furnish to such Agent or Lender (as the case may be) the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. If the Borrower fails to pay any Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to any Agent or any Lender the required receipts or other required documentary evidence, the Borrower shall indemnify such Agent and such Lender for any incremental taxes, interest or penalties that may become payable by such Agent or such Lender arising out of such failure.

(b) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes or charges or similar levies which arise from any payment made under any Transaction Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Transaction Document (hereinafter referred to as “Other Taxes”).

(c) The Borrower agrees to indemnify each Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.01) paid by such Agent and such Lender and (ii) any liability (including additions to tax, penalties,

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interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that such Agent or Lender, as the case may be, provides the Borrower with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts. Payment under this Section 3.01(c) shall be made within thirty (30) days after the date such Lender or such Agent makes a demand therefor.

(d) The Borrower shall be required pursuant to this Section 3.01 to pay any additional amount to, or to indemnify any Lender or Agent, as the case may be, to the extent that such Lender or such Agent becomes subject to Taxes subsequent to the Closing Date (or, if later, the date such Lender or Agent becomes a party to this Agreement) as a result of a change in the place of organization of such Lender or Agent or a change in the lending office of such Lender, except to the extent that any such change is requested or required in writing by the Borrower (and provided that nothing in this clause (d) shall be construed as relieving the Borrower from any obligation to make such payments or indemnification in the event of a change in lending office or place of organization that precedes a change in Law to the extent such Taxes result from a change in Law).

(e) Notwithstanding anything else herein to the contrary, if a Lender or an Agent is subject to withholding tax imposed by any jurisdiction in which the Borrower is formed or organized at a rate in excess of zero percent at the time such Lender or such Agent, as the case may be, first becomes a party to this Agreement, withholding tax imposed by such jurisdiction at such rate shall be considered excluded from Taxes unless and until such Lender or Agent, as the case may be, provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such forms; provided, however, that, if at the date of the Assignment and Assumption pursuant to which a Lender becomes a party to this Agreement, the Lender assignor was entitled to payments under clause (a) of this Section 3.01 in respect of withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) withholding tax, if any, applicable with respect to the Lender assignee on such date.

(f) If any Lender or Agent determines, in its reasonable discretion, that it has received a refund in respect of any Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Borrower pursuant to this Section 3.01, it shall promptly remit such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund plus any interest included in such refund by the relevant taxing authority attributable thereto) to the Borrower, net of all out-of-pocket expenses of such Lender or Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing authority with respect to such refund); provided, however, that the Borrower, upon the request of such Lender or Agent, as the case may be, agrees promptly to return such refund to such party in the event such party is required to repay such refund to the relevant taxing authority. Such Lender or Agent, as

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the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority (provided, however, that such Lender or Agent may delete any information therein that such Lender or Agent deems confidential). Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or to make available its tax returns or disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.

(g) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (c) with respect to such Lender it will, if requested by Borrower, use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to designate another lending office for any Loan affected by such event; provided, however, that (i) such efforts are made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and (ii) nothing in this Section 3.01(g) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.01(a) or (c).

SECTION 3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain or fund LIBO Rate Loans, or to determine or charge interest rates based upon the LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Loans or to convert Base Rate Loans to LIBO Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent) prepay or, if applicable, convert all LIBO Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such LIBO Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

SECTION 3.03. Inability to Determine Rates. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan, or that the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London

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interbank eurodollar market for the applicable amount and the Interest Period of such LIBO Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBO Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on LIBO Rate Loans. (a) If any Lender or Support Party determines that, as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s or Support Party’s compliance therewith, there shall be any increase in the cost to such Lender or Support Party of agreeing to make or making, funding or maintaining LIBO Rate Loans, or a reduction in the amount received or receivable by such Lender or Support Party in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or Support Party is organized or maintains a lending office, (iii) reserve requirements contemplated by Section 3.04(c), then, from time to time within fifteen (15) days after demand by such Lender or Support Party setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender or Support Party such additional amounts as will compensate such Lender or Support Party for such increased cost or reduction.

(b) If any Lender or Support Party determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the date hereof, or compliance by such Lender or Support Party (or its lending office) therewith, has the effect of reducing the rate of return on the capital of such Lender or Support Party or any corporation controlling such Lender or Support Party as a consequence of such Lender’s or Support Party’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s or Support Party’s desired return on capital), then from time to time upon demand of such Lender or Support Party setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender or Support Party such additional amounts as will compensate such Lender or Support Party for such reduction within fifteen (15) days after receipt of such demand.

(c) The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits, additional interest on the unpaid principal

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amount of each LIBO Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the loan commitments or the funding of the LIBO Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such loan commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan; provided, however, that the Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, however, that (i) the Borrower shall not be required to compensate a Lender pursuant to Section 3.04(a), (b) or (c) for any such increased cost or reduction incurred more than one hundred and eighty (180) days prior to the date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefor; and (ii) if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(e) If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another lending office for any Loan affected by such event; provided, however, that (i) such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its lending office(s) to suffer no material economic, legal or regulatory disadvantage, and (ii) nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a), (b), (c) or (d).

SECTION 3.05. Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (in each case, whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any

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Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each LIBO Rate Loan made by it at the LIBO Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBO Rate Loan was in fact so funded.

SECTION 3.06. Matters Applicable to All Requests for Compensation. (a) Any Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

(b) With respect to any Lender’s claim for compensation under Section 3.01, 3.02, 3.03 or 3.04, the Borrower shall be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided, however, that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another LIBO Rate Loans, or to convert Base Rate Loans into LIBO Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided, however, that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(c) If the obligation of any Lender to make or continue from one Interest Period to another any LIBO Rate Loan, or to convert Base Rate Loans into LIBO Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s LIBO Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such LIBO Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

(i) to the extent that such Lender’s LIBO Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s LIBO Rate Loans shall be applied instead to its Base Rate Loans; and

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(ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as LIBO Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into LIBO Rate Loans shall remain as Base Rate Loans.

(d) If any Lender gives notice to the Borrower (with a copy to the Agent) that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s LIBO Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when LIBO Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding LIBO Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding LIBO Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Pro Rata Share.

SECTION 3.07. Payable from Collections. Amounts payable by the Borrower under Sections 3.01, 3.04 and 3.05 are payable only to the extent that funds are available under Section 2.03(c)(vii).

ARTICLE IV

Conditions Precedent to Borrowings

SECTION 4.01. Conditions to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to satisfaction on or prior to the Closing Date of the conditions precedent set forth on Schedule B hereto, and the following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:

(i) executed counterparts of the Transaction Documents listed on Schedule B hereto;

(ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at one Business Day in advance of the Closing Date;

(iii) the Security Agreement set forth on Schedule B, duly executed by the Borrower, together with:

(A) copies of all searches with respect to the Collateral, and all proper financing statements, duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to meet the Collateral and Guarantee Requirement, and

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(B) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;

(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower, the Finance Subsidiaries, the Performance Guarantor and the Sellers as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Transaction Documents to which such the Borrower is a party or is to be a party on the Closing Date;

(v) one or more opinions from (i) Simpson Thacher & Bartlett LLP, New York counsel to the Borrower and its Affiliates substantially in the form of Exhibit I, (ii) an opinion of the internal counsel to the Borrower, substantially in the form of Exhibit I-2, and (iii) opinions of the local counsels to the Borrower and its Affiliates, substantially in the form of the drafts thereof delivered to the Administrative Agent prior to the Closing Date; in each case reasonably satisfactory to the Funding Agents and their respective counsel;

(vi) a Loan Notice relating to the initial Loan.

(b) [reserved];

(c) The representations and warranties of the Borrower contained in Article V of this Agreement or any other Transaction Document shall be true and correct in all material respects on and as of the Closing Date; provided, however, that, (i) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; and (ii) any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates;

(d) The Funding Agents shall have received confirmation that the Borrower, SunGard Financing and the Sellers have established the Lockboxes, Lockbox Accounts and the Collection Account referred to in Schedule C, and the Funding Agents shall otherwise be reasonably satisfied with the arrangements for the collection of Receivables to be purchased by SunGard Financing and the Borrower;

(e) [Reserved];

(f) [Reserved]

(g) [Reserved]

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(h) [Reserved];

(i) No Early Amortization Event or Potential Early Amortization Event has occurred and is continuing; and

(j) All conditions precedent to the initial Credit Extension (as defined in the Senior Credit Agreement) under the Senior Credit Agreement have been satisfied without waiver and, in the event of waiver, subject to the Required Lenders’ approval.

SECTION 4.02. Conditions to All Loans. The obligation of each Lender to honor any Loan Notice is subject to the following conditions precedent:

(a) The representations and warranties of each Borrower Party contained in Article V or any other Transaction Document shall be true and correct in all material respects on and as of the date of such Loan (except in the case of the conversion to or the continuation of LIBO Rate Loans); provided, however, that, (i) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; and (ii) any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

(b) No Early Amortization Event or Potential Early Amortization Event has occurred and is continuing or would result from such proposed Loan or from the application of the proceeds therefrom.

(c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof.

(d) All periodic reports required to be delivered pursuant to Section 6.01 shall have been delivered to the Administrative Agent and the Funding Agents, in form and substance satisfactory to the Administrative Agent.

Each Loan Notice (other than one requesting only a conversion of Committed Loans from one Type to another) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Loan.

ARTICLE V

Representations and Warranties

The Borrower represents and warrants to the Funding Agents, Lenders and Administrative Agent that:

Section 5.01 Existence, Qualification and Power; Compliance with Laws. The Borrower (a) is a Person duly formed, validly existing and in good standing under the Laws of the jurisdiction of its organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver

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and perform its obligations under the Transaction Documents to which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 5.02 Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and each other Transaction Document to which the Borrower is a party, and the consummation of the Transactions, are within the Borrower’s limited liability company powers, have been duly authorized by all necessary limited liability company action, and do not and will not (a) contravene the terms of any of the Borrower’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (i) any Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (c) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(i), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Section 5.03 Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Transaction Document, or for the consummation of the Transactions, (b) the grant by the Borrower of the Liens granted by it pursuant to the Security Agreement, (c) the perfection or maintenance of the Liens created under the Security Agreement (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Transaction Documents or the remedies in respect of the Collateral pursuant to the Security Agreement, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Borrower in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

Section 5.04 Binding Effect. This Agreement and each other Transaction Document has been duly executed and delivered by the Borrower that is party thereto. This Agreement and each other Transaction Document constitutes, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower that is party thereto

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in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

Section 5.05 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, probable of assertion, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) either individually or in the aggregate, could reasonably be expected to have a material and adverse effect any Lender, (b) either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (c) question the validity of the Transactions.

Section 5.06 No Default. The Borrower is not in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.07 Ownership of Property; Liens. The Borrower has good record and marketable title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all personal and real property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 5.08 Taxes. Except as set forth in Schedule 5.10 to the Senior Credit Agreement and except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Borrower has filed all Federal and state and other tax returns and reports required to be filed, and has paid all Federal and state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those (a) which are not overdue by more than thirty (30) days or (b) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

Section 5.09 Employees. On the Closing Date, the Borrower does not have any employees.

Section 5.10 Subsidiaries; Equity Interests. As of the Closing Date, the Borrower has no Subsidiaries, and all of the outstanding equity interests of the Borrower have been validly issued, are fully paid and nonassessable and are owned by SunGard Financing free and clear of all Liens except those created under the Security Agreement.

Section 5.11 Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) The Borrower is not engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending

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credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Borrowings will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(b) None of the Borrower, any Person Controlling the Borrower or any Subsidiary (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (ii) unless exempt from the Investment Company Act of 1940, is or is required to be registered as an “investment company” under the Investment Company Act of 1940, or is controlled by an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Section 5.12 Solvency. On the Closing Date after giving effect to the Transactions, the Borrower, on a consolidated basis, is Solvent.

Section 5.13 Certificates. On the Closing Date, none of the equity interests of the Borrower have been certificated.

Section 5.14 Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to create in favor of the Administrative Agent for the benefit of the Lenders (and the Administrative Agent for the benefit of the Lenders shall acquire from the Borrower) a valid and perfected first priority security interest in each Receivable, now owned or hereafter acquired by the Borrower or in which the Borrower has a security interest and in the Related Security and Collections with respect thereto, and the SunGard Financing Related Security, free and clear of any Lien, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the Uniform Commercial Code (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (on behalf of the Lenders) security interest in all such Receivables, the Related Security and the Collections with respect thereto, and in the SunGard Financing Related Security.

Section 5.15 Early Amortization Event; Potential Early Amortization Event. No Early Amortization Event or Potential Early Amortization Event has occurred and is continuing.

Section 5.16 Good Title. (a) Immediately before the Borrower purchased the Receivables from SunGard Financing under the Second Step Agreement, SunGard Financing was the legal and beneficial owner of each such Receivables and the Related Security and the Collections, free and clear of any Lien, except as created by the Transaction Documents. (b) Immediately after the Borrower purchases the Receivables from SunGard Financing under the Second Step Agreement, the Borrower will either (i) be the legal and beneficial owner of each such Receivables, and the Related Security and Collections with respect thereto, free and clear of any Lien, except as created by the Transaction Documents, or (ii) have a valid and perfected security interest in the

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Receivables, Collections and Related Security free and clear of any Lien, claims or encumbrances of any Person, other than the Liens created by the Security Agreement.

Section 5.17 Uniform Commercial Code Article 9 Representation. (i) Creation. The Security Agreement creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Receivables, the Collections and the Related Security in favor of the Administrative Agent for the benefit of the Lenders, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Borrower.

(ii) Accounts. The Receivables, Collections and Related Security constitute either “accounts”, “payment intangibles” or “deposit accounts” within the meaning of the Uniform Commercial Code.

(iii) Title. The Administrative Agent, for the benefit of the Lenders, has a valid security interest in the Receivables, Collections and Related Security free and clear of any Lien, claims or encumbrances of any Person, other than the Liens created by the Security Agreement.

(iv) Perfection. The Borrower has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables, Collections and Related Security granted to SunGard Funding II hereunder to the extent that they constitute “accounts”, “general intangibles” or “deposit accounts”. SunGard Financing has delivered to the Administrative Agent a fully executed agreement pursuant to which the banks maintaining the Lockboxes and Lockbox Accounts have agreed to comply with all instructions originated by the Administrative Agent directing disposition of the funds in the Lockboxes and Lockbox Accounts without further consent by SunGard Financing. The Borrower has delivered to the Administrative Agent a fully executed agreement pursuant to which the banks maintaining the Collection Accounts have agreed to comply with all instructions originated by the Administrative Agent directing disposition of the funds in the Collection Accounts without further consent by the Borrower.

(v) Priority. Other than the security interest granted to the Administrative Agent under the Security Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables, Collections or Related Security. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Receivables, the Collections or the Related Security other than any financing statement relating to the security interest granted to the Administrative Agent under the Security Agreement or that has been terminated. The Borrower is not aware of any judgment or tax lien filings against the Borrower.

(vi) This Section is not waivable.

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ARTICLE VI

Affirmative Covenants of the Borrower

So long as any Lender shall have any obligations hereunder, or any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, the Borrower shall comply with the following covenants.

SECTION 6.01. Financial Statements. The Borrower will deliver, or cause the Collection Agent to deliver, to the Administrative Agent for prompt further distribution to each Lender:

(a) with respect to each Monthly Period, not later than the Determination Date next following the end of such Monthly Period, a Monthly Report for such Monthly Period signed by a Responsible Officer of the Borrower;

(b) promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than the Administrative Agent or the Conduit Lenders, copies of the same; and

(c) at least thirty (30) days prior to the effectiveness of any material change in or material amendment to the SunGard Financial Policy, a copy of the SunGard Financial Policy then in effect and a notice (A) indicating such change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting the Required Lenders’ consent thereto.

SECTION 6.02. Certificates; Other Information. The Borrower will deliver, or cause the Collection Agent to deliver, to the Administrative Agent for prompt further distribution to each Lender:

(a) with respect to each Monthly Period, not later than the Determination Date next following the end of such Monthly Period, a duly completed Compliance Certificate for such Monthly Period signed by a Responsible Officer of the Borrower; and

(b) promptly, such additional information regarding the business, legal, financial or corporate affairs of the Borrower, or compliance with the terms of the Transaction Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

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SECTION 6.03. Notices. The Borrower, promptly after obtaining knowledge thereof, will notify, or cause the Collection Agent to notify, the Administrative Agent:

(a) of the occurrence of any Early Amortization Event;

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any default or event of default under, a Contractual Obligation of the Borrower, (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower and any Governmental Authority, (iii) the commencement of, or any material development in, any litigation or proceeding affecting any the Borrower; and

(c) of any cessation of the sale of Receivables under the First Step Agreement or Second Step Agreement.

Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of the Borrower (x) that such notice is being delivered pursuant to Section 6.03(a), (b) or (c) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.

SECTION 6.04. Payment of Obligations. The Borrower will pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities in respect of taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect.

SECTION 6.05. Information Regarding Collateral. The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in its corporate name, (ii) in its jurisdiction of organization or (iii) in the Borrower’s organizational identification number. Before any such change becomes effective, the Borrower will cause all filings under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral.

SECTION 6.06. Compliance with Laws. The Borrower will comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

SECTION 6.07. Books and Records. The Borrower will (a) maintain proper books of record and account, on which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Borrower; (b) the Borrower will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or

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advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Borrower will give the Administrative Agent notice of any material change in the administrative and operating procedures referred to in the previous sentence; and (c) the Borrower will (A) on or prior to the date hereof, mark its master data processing records and other books and records relating to the Receivables with a legend, acceptable to the Administrative Agent, describing the interests of the Lenders hereunder and (B) upon the request of the Administrative Agent deliver to the Administrative Agent all Contracts relating to the Receivables.

SECTION 6.08. Inspection/Audit Rights. The Borrower will permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, to the extent required by and in the manner specified in the Collection Agency Agreement.

SECTION 6.09. Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, the Borrower will take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied.

SECTION 6.10. Compliance with SunGard Financial Policy. The Borrower shall comply in all respects with the SunGard Financial Policy.

SECTION 6.11. Performance and Enforcement of Receivables Purchase Agreements. The Borrower will perform each of its obligations and undertakings under and pursuant to the Second Step Agreement, will purchase Assets and the SunGard Financial Related Security thereunder in strict compliance with the terms thereof and will vigorously enforce the rights and remedies accorded to it under the Second Step Agreements. The Borrower will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Administrative Agent and the Lenders as assignees of the Borrower) under each of the Receivables Purchase Agreements as the Administrative Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in any Receivables Purchase Agreements.

SECTION 6.12. Insurance. The Borrower at its own expense will maintain, with financially sound and reputable insurance companies, (a) insurance in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required to be maintained pursuant to the Transaction Documents. The Borrower will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance

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so maintained. The foregoing requirements shall not be construed to negate, reduce or modify, and are in addition to, the Borrower’s obligations hereunder.

SECTION 6.13. Payment to SunGard Financing. With respect to any Receivable purchased by the Borrower from SunGard Financing, such sale shall be effected under, and in strict compliance with the terms of the Second Step Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to SunGard Financing in respect of the Second Step Purchase Price for such Receivable.

SECTION 6.14. Further Assurances and Post-Closing Conditions. Promptly upon reasonable request by the Administrative Agent, the Borrower will (a) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of the Security Agreement or other document or instrument relating to any Collateral, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Security Agreement.

SECTION 6.15. Net Worth. The Borrower will maintain a Net Worth on a consolidated basis with SunGard Financing of at least 3% of its consolidated assets as of the last day of any Monthly Period.

SECTION 6.16. Lenders’ Reliance. The Borrower acknowledges that the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a legal entity separate from SunGard Parent and the Sellers. Therefore, from and after the date of execution and delivery of this Agreement, Borrower shall take all reasonable steps, including, without limitation, all steps that the Administrative Agent, any Lender may from time to time reasonably request, to maintain its identity as a separate legal entity and to make it manifest to third parties that it is an entity with assets and liabilities distinct from those of SunGard Parent and the Sellers. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Borrower will preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization and take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business.

SECTION 6.17. Borrower’s Payment of Fees and Expenses. The Borrower shall pay to the Administrative Agent on the Closing Date all fees and expenses required to be paid hereunder and under the other Transaction Documents, including the Fee Letter and the Administrative Agent Fee Letter.

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ARTICLE VII

Negative Covenants of the Borrower

So long as any Lender shall have any obligations hereunder, or any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, the Borrower shall comply with the following covenants.

SECTION 7.01. Sales, Liens. The Borrower will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Liens upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or any Lockbox, Lockbox Account or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Administrative Agent and the Lenders provided for herein), and the Borrower will defend the right, title and interest of the Administrative Agent and the Lenders in, to and under any of the foregoing property, against all claims of third parties claiming through or under the Finance Subsidiaries.

SECTION 7.02. Investments. The Borrower will not make or hold any Investments, except as contemplated under the Transaction Documents.

SECTION 7.03. Indebtedness. The Borrower will not create, incur, assume or suffer to exist any Indebtedness except as contemplated under the Transaction Documents.

SECTION 7.04. Fundamental Changes. The Borrower will not do anything that would impair its corporate separateness and will not merge or consolidate with or into any other Person (except for mergers that would not cause an Early Amortization Event), and will not have any Subsidiaries.

SECTION 7.05. Restricted Payments. The Borrower will not make any Restricted Payment at any time (i) when the Outstanding Amount of Loans exceeds the Borrowing Base, or (ii) which would cause the Outstanding Amount of Loans to be greater than the Borrowing Base.

SECTION 7.06. Change in Nature of Business. The Borrower will not make any change in the character of its business which would impair the collectibility of the Receivables or otherwise adversely affect the interests or remedies of the Lenders.

SECTION 7.07. Transactions with Affiliates. Except as contemplated by the Transaction Documents, the Borrower will not enter into any transaction of any kind with any Affiliate.

SECTION 7.08. Use of Proceeds. The Borrower will not use the proceeds of any Borrowing, whether directly or indirectly, in a manner inconsistent with the uses set forth in the preliminary statements to this Agreement.

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SECTION 7.09. Accounting Changes. The Borrower will not make any change in fiscal year; provided, however, that the Borrower upon written notice to the Administrative Agent, may change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Administrative Agent will, and are hereby authorized by the Lenders and the Borrower to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

SECTION 7.10. Name Change, Offices and Records. The Borrower will not take any action that would cause any financing statement to become “seriously misleading” under Section 9-507 of the Uniform Commercial Code or change its location as specified in Section 9-307 of the Uniform Commercial Code unless it shall have: (i) given the Administrative Agent at least thirty (30) days’ prior written notice thereof and (ii) delivered to the Administrative Agent all financing statements, instruments and other documents requested by the Administrative Agent in connection with such change or relocation.

SECTION 7.11. Change in Payment Instructions to Obligors. The Borrower will not add or terminate any bank as a Lockbox Bank or Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lockbox, Lockbox Account or Collection Account, unless the Administrative Agent shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Lockbox Bank or Collection Bank or a Lockbox, Lockbox Account or Collection Account, an executed Control Agreement with respect to the new Lockbox, Lockbox Account or Collection Account; provided, however, that the Collection Agent may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Lockbox, Lockbox Account or Collection Account.

SECTION 7.12. Modifications to Contracts and SunGard Financial Policy. The Borrower will not make (i) any change to the SunGard Financial Policy or the character of its business which would impair the collectibility of the Receivables or otherwise adversely affect the interests or remedies of the Lenders, and (ii) any material change to the SunGard Financial Policy without the prior written consent of the Administrative Agent. The Borrower will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the SunGard Financial Policy.

SECTION 7.13. No Designation of “Amortization Date”. The Borrower will not declare an “Early Amortization Event” (as defined in and under each of the Receivables Purchase Agreements), or send any written notice to any Seller in respect thereof, without the prior written consent of the Required Lenders, except with respect to the occurrence of an Insolvency Event.

SECTION 7.14. Amendments to Documents. The Borrower shall not amend its Organization Documents or any Transaction Document to which it is party, or consent to SunGard Financing amending or waiving any provision of any Transaction

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Document to which it is a party, without the prior written consent of the Administrative Agent and the Required Lenders.

SECTION 7.15. Employees. The Borrower will not have any employees.

ARTICLE VIII

Covenants of the Administrative Agent

So long as any Lender shall have any obligations hereunder, or any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, the Administrative Agent shall comply with the following covenants.

SECTION 8.01. Certain Duties of the Administrative Agent. The Administrative Agent shall periodically review Monthly Reports and Compliance Certificates delivered to the Administrative Agent by or on behalf of the Borrower. The Administrative Agent shall notify the Lenders and the Funding Agents of any Early Amortization Event of which it has actual knowledge. Under no circumstance shall the failure of the Administrative Agent to deliver notice under this Section 8.01 result in the loss or waiver by the Administrative Agent of any remedies, including the remedies set forth in Sections 9.02 and 9.03, or any rights to indemnification.

ARTICLE IX

Early Amortization Events, Events Of Default and Remedies

SECTION 9.01. Early Amortization Events. Any of the following shall constitute an Early Amortization Event:

(a) Non-Payment. The Borrower fails to pay (i) when and as required to be paid herein, any amount of principal of or interest on any Loan from Collections, (ii) any Overadvance Amount for a period of one Business Day, or (iii) within five (5) Business Days after the same becomes due, any other amount payable hereunder or with respect to any other Transaction Document; or

(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in Section 6.03(a) or 6.16; or

(c) Other Defaults. The Borrower fails to perform or observe any other covenant or agreement (not specified in Section 9.01(a) or (b) above) contained in any Transaction Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent to the Borrower; or

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(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Borrower Party herein, in any other Transaction Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e) Cross-Acceleration. SunGard Parent, either Finance Subsidiary, or any Seller (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of not less than $50,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs, the effect of which default or other event is to cause, and the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) causes, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided, however, that this clause (e)(B) shall not apply to secured Indebtedness of SunGard Parent or any Seller that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

(f) Insolvency Event. An Insolvency Event with respect to any Seller, SunGard Financing, the Performance Guarantor or the Borrower shall occur; or

(g) Inability to Pay Debts; Attachment. (i) The Borrower becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

(h) [reserved].

(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect; or

(j) Invalidity of Transaction Documents. Any material provision of any Transaction Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or as a result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full of all the

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Obligations, ceases to be in full force and effect; or the Borrower contests in writing the validity or enforceability of any provision of any Transaction Document; or the Borrower denies in writing that it has any or further liability or obligation under any Transaction Document (other than as a result of repayment in full of the Obligations and termination of this Agreement), or purports in writing to revoke or rescind any Transaction Document; or

(k) Change of Control. There occurs any Change of Control; or

(l) Security Agreement. (i) The Security Agreement after delivery thereof pursuant to Section 4.01 or 6.09 shall for any reason cease to create a valid and perfected first priority lien (or other security purported to be created on the applicable Collateral) on and security interest in the Collateral covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it representing securities or instruments pledged under the Security Agreement or to file Uniform Commercial Code continuation statements; or

(m) Dilution Trigger Ratio. As at the end of any Monthly Period, the average Dilution Trigger Ratio for the three (3) preceding Monthly Periods ending with such Monthly Period as reported in the applicable Monthly Reports exceeds 8%; or

(n) Default Trigger Ratio. As at the end of any Monthly Period, the average Default Trigger Ratio for the three (3) preceding Monthly Periods ending with such Monthly Period as reported in the applicable Monthly Reports exceeds 8%; or

(o) Delinquency Trigger Ratio. As at the end of any Monthly Period, the average Delinquency Trigger Ratio for the three (3) preceding Monthly Periods ending with such Monthly Period as reported in the applicable Monthly Reports exceeds 35%; or

(p) Turnover Ratio. As at the end of any Monthly Period, the average Turnover Ratio for the three (3) preceding Monthly Periods ending with such Monthly Period as reported in the applicable Monthly Reports exceeds 80 days; or

(q) Other Amortization Events. An “Early Amortization Event” under and as defined in either of the Receivables Purchase Agreements shall occur, or either such agreement shall terminate for any reason, or the Borrower shall for any reason cease to have capacity to purchase Receivables under the applicable Receivables Purchase Agreement, or fulfill its obligations hereunder; or

(r) Performance Guarantor. The Performance Guarantor shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or the Performance Guarantor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability; or

(s) Collection Agent Default. A Collection Agent Default shall occur; or

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(t) [Reserved].

(u) Material Adverse Change. A material adverse change in the determination of the Required Lenders shall have occurred with respect to (i) the validity, enforceability or collectibility of the Receivables taken as a whole or (ii) the ability of any Seller, the Collection Agent, the Borrower or SunGard Financing to perform its obligations under the Transaction Documents; or

(v) Interest Coverage Ratio. The Interest Coverage Ratio (as defined in the Senior Credit Agreement as in effect on the date hereof) for any Test Period (as defined in the Senior Credit Agreement as in effect on the date hereof) (beginning with the Test Period ending on December 31, 2005) is less than the ratio set forth below in the column and row corresponding to the last day of such Test Period:

Fiscal Year	March 31	June 30	September 30	December 31
2005	—	—	—	1.05:1
2006	1.05:1	1.05:1	1.05:1	1.05:1
2007	1.05:1	1.05:1	1.05:1	1.10:1
2008	1.10:1	1.10:1	1.10:1	1.10:1
2009	1.10:1	1.10:1	1.10:1	1.15:1
2010	1.15:1	1.15:1	1.15:1	1.20:1
2011	1.20:1	1.20:1	1.20:1	1.25:1

and thereafter 1.25:1.

SECTION 9.02. Remedies Upon an Early Amortization Event. If any Early Amortization Event occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any of the following actions:

(a) declare the obligations of each Lender and the commitment of each Committed Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Transaction Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and

(c) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Transaction Documents or applicable Law;

provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code, the obligation of each Lender to make Loans shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, without further act of the Administrative Agent or any Lender.

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ARTICLE X

Administrative Agent and Other Agents

SECTION 10.01. Appointment and Authorization of Agents. (a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Transaction Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Transaction Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Transaction Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(a) The Administrative Agent shall also act as the “collateral agent” under the Transaction Documents, and each of the Lenders (in its capacities as a Lender) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest created by the Security Agreement for and on behalf of or on trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Borrower to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article X (including, Section 10.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Transaction Documents) as if set forth in full herein with respect thereto.

SECTION 10.02. Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Agreement or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact, such sub-agents as shall be deemed necessary by the Administrative Agent and shall be entitled to advice of

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counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct (as determined in the final judgment of a court of competent jurisdiction).

SECTION 10.03. Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any officer thereof, contained herein or in any other Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Transaction Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Security Agreement, or for any failure of the Borrower or any other party to any Transaction Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Transaction Document, or to inspect the properties, books or records of the Borrower or any Affiliate thereof.

SECTION 10.04. Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any the Borrower), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Transaction Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b) For purposes of determining compliance with the conditions specified in Section 4.01 and 4.02(a) and (b), each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or

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satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

SECTION 10.05. Notice of Early Amortization Event. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Early Amortization Event, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Early Amortization Event and stating that such notice is a “Notice of Early Amortization Event.” The Administrative Agent will notify the Lenders of its receipt of any such notice and promptly deliver a copy of such notice to the Lenders. The Administrative Agent shall take such action with respect to any Early Amortization Event as may be directed by the Required Lenders in accordance with Article IX; provided, however, that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Early Amortization Event as it shall deem advisable or in the best interest of the Lenders.

SECTION 10.06. Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any such Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and its respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

SECTION 10.07. Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon

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demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any the Borrower and without limiting the obligation of the Borrower to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 10.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 10.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 10.07 shall survive the Amortization Date, the payment of all other Obligations and the resignation of the Administrative Agent.

SECTION 10.08. Agents in their Individual Capacities. JPMorgan Chase Bank and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Borrower and their respective Affiliates as though JPMorgan Chase Bank were not the Administrative Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, JPMorgan Chase Bank or its Affiliates may receive information regarding the Borrower or its Affiliates (including information that may be subject to confidentiality obligations in favor of the Borrower or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, JPMorgan Chase Bank shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” include JPMorgan Chase Bank in its individual capacity.

SECTION 10.09. Successor Agents. The Administrative Agent may resign as the Administrative Agent upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Early Amortization Event under Section 9.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a

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successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent,” means such successor Administrative Agent and/or supplemental Administrative Agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article X and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If the Lenders or the Administrative Agent shall not have appointed a successor agent as the Administrative Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, and upon such appointment, the retiring Administrative Agent’s resignation shall become effective. If no successor agent has accepted appointment as aforesaid, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as either the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security Agreement or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Transaction Documents. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

SECTION 10.10. Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due

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the Lenders and the Administrative Agent under Sections 2.06 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent under Sections 2.06 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

SECTION 10.11. Collateral and Guarantee Matters. The Lenders irrevocably agree that any Lien on any property granted to or held by the Administrative Agent under any Transaction Document shall be automatically released (i) upon termination of this Agreement and payment in full of all Obligations (other than contingent indemnification obligations not yet accrued and payable), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Transaction Document to any Person other than SunGard Financing or the Borrower, or (iii) subject to Section 11.01(e), if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders.

ARTICLE XI

Miscellaneous

SECTION 11.01. Amendments, Etc. Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Transaction Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and SunGard Financing, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, no such amendment, waiver or consent shall, subject to Section 11.07(e):

(a) extend or increase the Related Group Limit of any Related Group, change the definition of Pro Rata Share or Advance Rate or extend the Scheduled Early Amortization Date without the written consent of each Lender directly affected thereby (but a waiver of any condition precedent set forth in Section 4.02

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or the waiver of any Early Amortization Event, mandatory prepayment or mandatory reduction of the Related Group Limit of any Related Group shall not constitute an extension or increase of any Related Group Limit of any Related Group);

(b) postpone any date scheduled for any payment of principal or interest without the written consent of each Lender directly affected thereby;

(c) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Transaction Document without the written consent of each Lender directly affected thereby;

(d) change any provision of this Section 11.01, the definition of “Required Lenders”, Section 6.12 or waive Section 9.01(u) without the written consent of each Lender affected thereby;

(e) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; or

(f) release all or substantially all of the aggregate value of the Performance Guarantee, without the written consent of each Lender;

and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the parties required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Transaction Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Related Group Limit of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders).

SECTION 11.02. Notices and Other Communications; Facsimile Copies. (a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Transaction Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule D or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

40

(ii) if to any Lender, to the address, facsimile number, electronic mail address or telephone number designated by such party in a notice to the Borrower and the Administrative Agent from time to time.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 11.02(c)), when delivered; provided, however, that notices and other communications to the Administrative Agent pursuant to Article II shall not be effective until actually received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

(b) Effectiveness of Facsimile Documents and Signatures. Transaction Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on the Borrower, the Agents and the Lenders.

(c) Reliance by Agents, Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or willful misconduct. All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

SECTION 11.03. No Waiver; Cumulative Remedies. With respect to the Borrower Parties on one hand and the Lenders on the other, no failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Transaction Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each Transaction Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

SECTION 11.04. Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation,

41

negotiation, syndication and execution of this Agreement and the other Transaction Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Cravath, Swaine & Moore LLP, and (b) to pay or reimburse the Administrative Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Transaction Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto, and other (reasonable, in the case of Section 11.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 11.04 shall survive the termination of this Agreement and repayment of all other Obligations. All amounts due under this Section 11.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If the Borrower fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Transaction Document, such amount may be paid on behalf of the Borrower by the Administrative Agent in its sole discretion.

SECTION 11.05. Indemnification by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Transaction Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment or Loan, or the use or proposed use of the proceeds therefrom, or (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided, however, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any the Borrower have any liability for any special, punitive, indirect or

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consequential damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Transaction Documents is consummated. All amounts due under this Section 11.05 shall be paid within ten (10) Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 11.05. The agreements in this Section 11.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

SECTION 11.06. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect.

SECTION 11.07. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither SunGard Financing nor the Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee that satisfies the conditions to assignment under this Section 11.07 (an “Eligible Assignee”), (ii) by way of participation in accordance with the provisions of Section 11.07(e), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.07(g) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 11.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Related Group Limit and Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the Borrower; provided, however, that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, a Support Party of a Conduit Lender, an Approved Fund or, if an Early Amortization Event under Section 9.01(a), (f) or (g) has occurred and is continuing, any Eligible Assignee; and

(B) the Administrative Agent; provided, however, that no consent of the Administrative Agent shall be required for an assignment to an Agent or an Affiliate of an Agent;

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consents; provided, however, that (1) no such consent of the Borrower shall be required if an Early Amortization Event under Section 9.01(a), (f) or (g) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; and

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500.

(c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.07(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the

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Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.07(e).

(d) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(e) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided, however, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Transaction Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Transaction Documents; provided, however, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that directly affects such Participant. Subject to Section 11.07(f), the Borrower agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.07(b) but shall not be entitled to recover greater amounts under such Sections than the selling Lender would be entitled to recover. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 11.09 as though it were a Lender; provided, however, that such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(f) A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled to the benefits of Section 3.01 unless the Borrower is

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notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 11.15 as though it were a Lender.

(g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to any Federal Reserve Bank; provided, however, that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(h) Notwithstanding anything to the contrary contained herein, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided, however, that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 11.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Transaction Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Transaction Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

SECTION 11.08. Tax Disclosure. The Borrower, the Administrative Agent, the Lenders, and the Funding Agents, and each Indemnified Party and any successor or assign of any of the foregoing (and each employee, representative or other agent of any of the foregoing) may disclose to any and all Persons, without limitation of any kind, the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated herein and all materials of any kind (including opinions or other tax analyses) that are or have been provided to any of the foregoing relating to such tax treatment or tax structure, and it is hereby confirmed that each of the foregoing have been so authorized since the commencement of discussions regarding the transactions.

SECTION 11.09. Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Early Amortization Event, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Person, any such notice being waived by the Borrower to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the Borrower and its Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or under any other Transaction Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Transaction Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or

46

Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 11.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have.

SECTION 11.10. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Transaction Document, the interest paid or agreed to be paid under the Transaction Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

SECTION 11.11. Counterparts. This Agreement and each other Transaction Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement and each other Transaction Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Transaction Document. The Agents may also require that any such documents and signatures delivered by telecopier be confirmed by a manually signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier.

SECTION 11.12. Integration. This Agreement, together with the other Transaction Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Transaction Document, the provisions of this Agreement shall control; provided, however, that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Transaction Document shall not be deemed a conflict with this Agreement. Each Transaction Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

SECTION 11.13. Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Transaction Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such

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representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Potential Early Amortization Event or Early Amortization Event at the time of any Borrowing, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

SECTION 11.14. Severability. If any provision of this Agreement or the other Transaction Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Transaction Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 11.15. Tax Forms. Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed copies of IRS Form W-9 on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), certifying that it is entitled to an exemption from United States backup withholding tax, or any successor form. If such Person fails to deliver such forms, then the Administrative Agent may withhold from any payment to such Person an amount equivalent to the applicable backup withholding tax imposed by the Code.

SECTION 11.16. GOVERNING LAW. (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

(b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY TRANSACTION DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY TRANSACTION DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY TO THIS AGREEMENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY TRANSACTION DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

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SECTION 11.17. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY TRANSACTION DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

SECTION 11.18. Non-Petition. (a) Each party hereto agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against the Borrower, SunGard Financing or any other obligor under any of the Transaction Documents (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any Finance Subsidiary, without the prior written consent of the Administrative Agent. The provisions of this Section 11.18 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, the Borrower. (b) Each party hereto agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Conduit Lender (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Conduit Lender, without the prior written consent of the Administrative Agent. (c) Each Lender, Funding Agent and the Administrative Agent hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all Obligations, it will not institute against, or join any other Person in instituting against, SunGard Financing or Borrower any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. The provision of this Section 11.18 (a) and (b) are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, the Borrower.

SECTION 11.19. USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

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SECTION 11.20. Assignment. The Borrower hereby assigns to the Administrative Agent, for the benefit of and the Lenders, all of its direct and indirect rights and remedies under each of the First Step Agreement, the Second Step Agreement, the Performance Undertaking and the Collection Agent Agreement. The Administrative Agent, on behalf of the Lenders, shall be entitled to exercise, without notice or consent of SunGard Funding II and at the direction of the Required Lenders, any and all direct and indirect rights and remedies of SunGard Funding II under the First Step Agreement, the Second Step Agreement, the Performance Undertaking and the Collection Agent Agreement from time to time, but shall have no obligations under thereunder or any liability for any loss, expense, claim or damage incurred by or asserted against any Borrower Party by reason of its acts or omissions relating thereto.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

SUNGARD FUNDING II LLC
	by:
	SUNGARD FINANCING LLC,
	its Member
		/s/ Michael J. Ruane
		Name:	Michael J. Ruane
		Title:	President, Treasurer and Assistant Secretary
JPMORGAN CHASE BANK, N.A., as
Committed Lender, Funding Agent and
Administrative Agent
	by
		/s/ Leo Loughead
		Name:	Leo Loughead
		Title:	Managing Director
CITICORP NORTH AMERICA, INC., as
Committed Lender and Funding Agent
	by
		/s/ Lain J. Gutierrez
		Name:	Lain J. Gutierrez
		Title:	Vice President
DEUTSCHE BANK AG, New York
Branch, as Committed Lender and Funding
Agent
	by
		/s/ Michael Cheng
		Name:	Michael Cheng
		Title:	Director
	by
		/s/ Tina Gu
		Name:	Tina Gu
		Title:	Vice President

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JUPITER SECURITIZATION CORP., as
Conduit Lender
	by
		/s/ Leo Loughead
		Name:	Leo Loughead
		Title:	Authorized Signatory

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ANNEX A

Definitions

“Accrual Period” means the period from (and including) a Determination Date (or in the case of the first Accrual Period, the Closing Date) to (but excluding) the next following Determination Date.

“Actual Effective Date Purchase Price” has the meaning set forth in Section 1.2(a) of the First Step Agreement.

“Adjusted LIBO Rate” means, with respect to any LIBO Rate Loan for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Adjusted Monthly Period” has the meaning set forth in Section 1.4(c)(i) of the First Step Agreement.

“Administrative Agent” means JPMorgan Chase Bank, N.A., as agent for the Lenders and the Funding Agents hereunder, or any successor agent under the Credit Agreement (together with its successors and assigns).

“Administrative Agent Fee Letter” means that certain Administrative Agent fee letter agreement, dated as August 11, 2005, relating to the SunGard Bridge Receivables Facility, between the Borrower and the Administrative Agent, as amended or modified from time to time.

“Advance Rate” means 80%.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. A Person will not be deemed to be an Affiliate of another Person solely because such Persons are both portfolio companies of one or more Sponsors.

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Agents” means, collectively, the Administrative Agent and the Funding Agents.

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“Aggregate Commitments” means, at any time, the aggregate amount of the Commitments of all Committed Lenders.

“Aggregate Purchase Price” has the meaning set forth in Section 1.4(c)(i) of the First Step Agreement.

“Amortization Date” means the earlier of the Scheduled Early Amortization Date and the Early Amortization Date.

“Appropriate Lender” means, at any time with respect to Loans of any Class, the Lenders of such Class.

“Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Assets” is defined in the Second Step Agreement.

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D to the Credit Agreement.

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as amended, and any successor statute thereto.

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by JPMorgan Chase Bank as its “prime rate.” The “prime rate” is a rate set by JPMorgan Chase Bank based upon various factors including JPMorgan Chase Bank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by JPMorgan Chase Bank shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Billed Receivable” means a Receivable in respect of which an invoice addressed to the Obligor thereof has been sent.

“Borrower” means SunGard Funding II.

“Borrower Parties” means SunGard Parent, the Sellers, SunGard Financing and the Borrower.

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“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type made under one Loan Notice and, in the case of LIBO Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01 of the Credit Agreement.

“Borrowing Base” means, at any time, the product of (i) the Net Receivables Balance, and (ii) the Advance Rate.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City and Chicago are authorized or required by law to remain closed; provided, however, that, when used in connection with a LIBO Rate Loan, the term “Business Day” shall also not include any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Cash Payments” has the meaning set forth in Section 1.4(c)(ii) of the First Step Agreement.

“Change of Control” means (i) with respect to the Borrower, the failure by SunGard Financing to own 100% of the equity interests of the Borrower, or (ii) with respect to SunGard Financing, the failure by SunGard Parent or the Sellers, directly or indirectly, to own 100% of the equity interests of SunGard Financing.

“Charged-Off Receivables” means, with respect to any date of determination, a Receivable (i) as to which the Obligor is bankrupt or insolvent, (ii) as to which the Obligor thereof, if a natural person, is deceased, (iii) which, consistent with the SunGard Financial Policy, would be written off the applicable Seller’s books as uncollectible, or (iv) which has been identified by the applicable Seller as uncollectible.

“Class” means, with respect to any Loan, its character as a CP Rate Loan, or a Committed Loan.

“Closing Date” means the first date all the conditions precedent in Section 4.01 of the Credit Agreement and Schedule B to the Credit Agreement are satisfied or waived in accordance with Section 11.01 of the Credit Agreement.

“Code” means the Internal Revenue Code of 1986 and rules and regulations related thereto.

“Collateral” means all the “Collateral” as defined in the Security Agreement.

“Collateral and Guarantee Requirement” means, at any time, the requirement that:

(i) the security interests of the Administrative Agent, the Borrower and SunGard Financing (and the underlying supporting obligations) shall have been perfected in accordance with the terms of the Transaction Documents.

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(ii) the Security Agreement shall be in full force and effect and the Borrower shall not be in default of any of its obligations thereunder;

(iii) the Performance Undertaking shall be in full force and effect and the Performance Guarantor shall not be in default of any of the Performance Undertaking’s provisions;

(iv) none of the Collateral shall be subject to any Lien other than a Lien contemplated by the Transaction Documents; and

(v) except to the extent otherwise permitted hereunder or under any Transaction Document, the Obligations and Insurance Obligations shall be secured by a security interest in, and mortgages on, the Receivables, the Collections and the Related Security.

“Collection Account” means each concentration account, deposit account or similar account in which any Collections are deposited, and which shall be in the name of SunGard Financing.

“Collection Account Shortfall” means the excess of (i) the amount under Section 2.03(c)(i)-(vii) that is (or that is anticipated by the Borrower in its reasonable judgment to be) payable on the next Payment Date over (ii) the amount (or is anticipated by the Borrower in its reasonable judgment to be on the next date on which a payment is payable under Section 2.03(c)) to be available from Collections of the Receivables for such purpose.

“Collection Agent” means at any time the Person (which may be the Administrative Agent) then authorized pursuant to the Collection Agent Agreement to service, administer and collect Receivables.

“Collection Agent Agreement” means the Collection Agent Agreement, dated August 11, 2005, relating to the SunGard Bridge Receivables Facility, by and between Borrower and SunGard Parent, as initial Collection Agent.

“Collection Agent Default” means that (a) an Insolvency Event shall occur with respect to the Collection Agent, or (b) the Collection Agent shall fail (i) to make any payment or deposit required to be made by the Collection Agent under any Transaction Document when due and such failure continues for five (5) days, (ii) to deliver to the Administrative Agent a Monthly Report when due and such failure continues for five (5) Business Days, or (iii) (other than as referred to in clause (ii) of this definition) to perform or observe any term, covenant or agreement under any Transaction Document to which it is a party and such failure shall continue for thirty (30) days.

“Collection Agent Fee” means the Collection Agent’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables. So long as SunGard Financing or an Affiliate of SunGard Parent is the Collection Agent, the Servicing Fee will be no greater than 0.50% per annum of the average daily Net Receivables Balance of the Receivables.

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“Collection Amount” means the aggregate Collections received from Obligors during a Monthly Period.

“Collection Bank” means, at any time, any of the banks holding one or more Collection Accounts.

“Collections” means, with respect to any Receivable, all cash collections and other cash proceeds in respect of such Receivable, including, without limitation, all Finance Charges, if any, and cash proceeds of the Related Security, and any Deemed Collections of such Receivable.

“Commercial Paper” means promissory notes of a Conduit Lender issued by such Conduit Lender into the commercial paper markets or the money markets.

“Commitment” means, as to each Committed Lender, its obligation to make Loans to the Borrower pursuant to Section 2.01 of the Credit Agreement, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Committed Lender’s name on Schedule A to the Credit Agreement under the caption “Commitment” or in the Assignment and Assumption pursuant to which such Committed Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with the Credit Agreement. The aggregate amount of Commitments of all Lenders shall be $375,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of the Credit Agreement.

“Committed Lender” means each of the entities identified on Schedule A to the Credit Agreement as a “Committed Lender”, together with any of their respective successors and assigns.

“Committed Loan” means a Loan made by a Committed Lender.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C to the Credit Agreement.

“Conduit Lender” means each of the entities identified on Schedule A to the Credit Agreement as a “Conduit Lender”, together with any of their respective successors and assigns.

“Conduit Loan” means a Loan made by a Conduit Lender.

“Contract” means, with respect to any Receivable, any and all instruments, agreements, invoices or other writings pursuant to which such Receivable arises or which evidences such Receivable.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

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“Control” has the meaning specified in the definition of “Affiliate.”

“Control Agreement” means an agreement relating to the SunGard Bridge Receivables Facility substantially in the form of Exhibit F to the Credit Agreement among each applicable Lockbox Bank or Collection Bank, SunGard Financing and the Administrative Agent, or otherwise satisfactory to SunGard Financing, the Administrative Agent, and the applicable Lockbox Bank or Collection Bank.

“CP Rate” means a weighted average rate of interest determined as follows:

(a) to the extent that any Conduit Loan that is a CP Rate Loan is funded or maintained with Match Funded Commercial Paper during any Accrual Period, the rate equivalent to the daily weighted average of (i) the discount rate (or if more than one discount rate, the daily weighted average of the discount rates) at which Commercial Paper having a term equal to that of the Commercial Paper issued by the applicable Conduit Lender can be sold by any placement agent or commercial paper dealer selected by such Conduit Lender, converted to an annual yield-equivalent rate on the basis of a 360-day year, which rates shall include placement agent and dealer fees and commissions and (ii) the annual interest rate (or if more than one rate, the weighted average of the annual interest rates) payable by such Conduit Lender on interest-bearing Commercial Paper having a term equal to that of the Commercial Paper issued by the applicable Conduit Lender, on the basis of a 360-day year, which rates shall include placement agent and dealer fees and commissions, and

(b) to the extent that any Conduit Loan that is a CP Rate Loan is funded or maintained with Pool-Funded Commercial Paper, for each day, the sum of (i) weighted average discount or yield accrued on such Pool-Funded Commercial Paper on such day, converted to an annual yield-equivalent rate on the basis of a 360-day year, plus (ii) any and all accrued commissions in respect of placement agents and commercial paper dealers, and issuing and paying agent fees incurred, in respect of such Pool-Funded Commercial Paper for such day, plus (iii) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase facilities which are funded by such Pool-Funded Commercial Paper for such day, minus (iv) any accrual of income net of expenses received on such day from investment of collections received under the related Conduit Lender’s other credit or receivable purchase facilities funded substantially with Pool-Funded Commercial Paper (to the extent such income net of expenses is available to such related Conduit Lender and not otherwise encumbered), minus (v) any payment received on such day net of expenses in respect of any broken funding costs related to the prepayment of any loan or investment pursuant to the terms of any of such Conduit Lender’s other credit or receivable purchase facilities funded substantially with Pool-Funded Commercial Paper and reasonably allocated to such CP Rate Loan.

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In addition to the foregoing costs, if the Borrower shall request any Loan during any period of time determined by any Funding Agent in its sole discretion to result in incrementally higher yield, interest or costs applicable to such Loan, such Loan shall, during such period, be deemed to be funded by the applicable Conduit Lender in a special pool (which may include capital associated with other credit or receivable purchase facilities of the applicable Conduit Lender) for purposes of determining the CP Rate applicable to such Loan.

“CP Rate Loans” means Loans which bear interest by reference to the CP Rate.

“Credit Agreement” means the Bridge Receivables Credit Agreement, dated as of August 11, 2005, relating to the SunGard Bridge Receivables Facility, by and among SunGard Funding II LLC, a Delaware limited liability company, JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders and Funding Agents parties thereto, as amended or modified from time to time.

“Cut-Off Date” means August 11, 2005.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Deemed Collections” means the amount by which, on any day, the Outstanding Balance of a Receivable is reduced or cancelled as a result of (i) Dilution, including, without limitation, the Dilution of any Receivable, by the originating Seller, a Finance Subsidiary or the Collection Agent, or (ii) if at any time any of the representations or warranties in Article V of the Credit Agreement or either the First Step Agreement or Second Step Agreement are no longer true with respect to any Receivable. A Finance Subsidiary shall be deemed to have received a Collection in full of a Receivable if at any time any of foregoing shall have occurred.

“Default Fee” means a per annum rate of interest equal to the sum of (i) the Base Rate, plus (ii) 2% per annum.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) 2.0% per annum; provided, however, that, with respect to a LIBO Rate Loan or CP Rate Loan, the Default Rate shall be an interest rate equal to the interest rate otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

“Default Trigger Ratio” means for any Monthly Period, a ratio (expressed as a percentage) equal to the quotient of (a) the aggregate balance of all Receivables which are more than 90 and less than 121 days past due as of the last day of the most recently ended Monthly Period and (b) the aggregate Monthly Receivables

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Amount originated during the Monthly Period which ended four Monthly Periods prior to such Monthly Period.

“Defaulted Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for 91 days or more from the original due date for such payment.

“Defaulting Lender” means any Committed Lender that (a) has failed to fund any portion of the Loans within one (1) Business Day of the date required to be funded by it hereunder, unless the subject of a good faith dispute, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“Delinquent Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for 31 days or more from the original due date for such payment.

“Delinquency Trigger Ratio” means, at any time, a percentage equal to (i) the aggregate outstanding balance of all Receivables that were Delinquent Receivables as of the last day of the most recently ended Monthly Period, divided by (ii) the aggregate outstanding balance of all Billed Receivables as of the end of the most recently ended Monthly Period.

“Determination Date” means the 17th day of each calendar month, or if such day is not a Business Day, the next following Business Day; provided however, in the case of Monthly Period (July 2005), it shall be August 31, 2005.

“Dilution” means, with respect to the Receivables, any credits, rebates; contract amendments or changes; retroactive pricing adjustments; billing errors; write-offs or compromises due to dispute (whether arising from a related or unrelated transaction); concessions, discounts, discounts relating to volume purchase, cash payment or early payment; allowances or chargebacks relating to defective, rejected, returned or repossessed goods; any of which reduce the Outstanding Balance of such Receivable.

“Dilution Trigger Ratio” means, for a Monthly Period, a percentage equal to (i) the aggregate amount of Total Dilution, which occurred during such Monthly Period, divided by (ii) the aggregate Monthly Receivables Amount originated during the Monthly Period that ended three Monthly Periods prior to the most recent Monthly Period.

“Discount Factor” means, as of any Purchase Date, the percentage obtained from the following formula (all determined by SunGard Financing as of the related Purchase Date):

(ACRP + ASFP + AP)

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where:

ACRP	=	the “Adjusted Carrying Cost Reserve Percentage”, defined as the ratio (expressed as a percentage) obtained by dividing (a) the product of (i) the average of the Turnover Ratio for the three (3) Monthly Periods immediately preceding such Purchase Date (the “Average Turnover”) and (ii) the Base Rate as of the last day of the preceding calendar week by (b) 365.
ASFP	=	the “Adjusted Servicing Fee Percentage”, defined as the ratio (expressed as a percentage) obtained by dividing (a) the product of the Average Turnover times the Servicing Fee, by (b) 360
AP	=	the “Additional Percentage,” defined as 0.10%; provided that (i) none of the elements of the above-referenced formula as applied to any Receivables will be adjusted following the related Purchase Date for such Receivables, (ii) with respect to each Purchase Date that occurs after the last day of a Monthly Period and prior to the related Determination Date for such Monthly Period, the foregoing amounts shall be computed using the amounts for the three most recent Monthly Periods for which a Monthly Report has been furnished and (iii) for the initial period from and including the initial Purchase to but excluding the first Determination Date, the Discount Factor will be 1.681%. (“Loss Ratio” has the meaning assigned in the Insured Credit Agreement.)

“Dollar” and “$” mean lawful money of the United States.

“Early Amortization Date” means the earliest to occur of (i) the Business Day (or immediately following the day) on which an Insolvency Event with respect to any Borrower Party described in Section 9.01(f) of the Credit Agreement occurs, (ii) the Business Day specified in a written notice from the Required Lenders following the occurrence of any other Early Amortization Event, and (iii) the date which is 15 Business Days after the Administrative Agent’s receipt of written notice from the Borrower that it wishes to terminate the SunGard Bridge Receivables Facility.

“Early Amortization Event” means any Early Amortization Event set forth in Section 9.1 of the Credit Agreement, or any Early Amortization Event as defined in the First Step Agreement or the Second Step Agreement.

“Eligible Assignee” has the meaning specified in Section 11.07 of the Credit Agreement.

“Eligible Contract” means, with respect to any Seller, a Contract giving rise to a Receivable originated by such Seller which, contains payment terms and

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conditions that are substantially the same as those used in the Contracts provided to the Administrative Agent for review prior to the Closing Date.

“Eligible Receivable” means, at any time, a Receivable:

(i) the Obligor of which is not the Obligor of any Charged-Off Receivable and the Obligor of which does not have Defaulted Receivables the balance of which exceeds 50% of the aggregate Outstanding Balance of all Receivables of such Obligor on any date of determination;

(ii) which is not a Charged-Off Receivable or a Defaulted Receivable;

(iii) that, according to the Contract related thereto, is required to be paid in full or in part within 60 days of the original billing date;

(iv) which is an “account” or “payment intangible” within the meaning of Section 9-102(a)(2) and Section 9-102(a)(62), respectively, of the Uniform Commercial Code of all applicable jurisdictions governing the perfection of the security interest in such Receivable;

(v) which is denominated and payable only in United States dollars in the United States;

(vi) which arises under an Eligible Contract which, together with such Receivable, is in full force and effect and constitutes the legal, valid and binding and enforceable obligation of the Obligor of such Receivable;

(vii) which is not subject to any right of rescission, set-off, counterclaim or any other defense (including defenses arising out of violations of usury laws) of the related Obligor against the applicable Seller (whether any such right arises or exists by contract, at common law or by statute), including the right to set-off any amounts owed by such Obligor to such Seller, any account payable by such Obligor to such Seller, and any credit of such Obligor with such Seller, but only the portion of a Receivable equal to the amount of such right of partial rescission, set-off, counterclaim or defense (to the extent it can be quantified), shall be deemed not to be an Eligible Receivable;

(viii) which arises under a Contract which (A) pursuant to a valid contractual provision does not contain an enforceable requirement that the Obligor under such Contract consent to the transfer, sale or assignment of the rights of the Seller to payments of amounts due under such Contract and (B) does not contain a confidentiality provision that is effective to restrict the ability of any Lender to enforce its rights to collect amounts due thereunder or to review the Contract;

(ix) which arises under a Contract that contains an obligation to pay a specified sum of money, contingent only upon the sale or licensing of goods,

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computer programs or other intellectual property or the provision of services, (in part or in whole) by the related Seller;

(x) which, together with the Contract related thereto, does not contravene any law, rule or regulation applicable thereto (including, without limitation, any law, rule or regulation relating to usury, consumer protection, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which none of SunGard Parent, SunGard Financing, the Borrower, any Seller, or the Obligor and no part of the Contract related thereto is in violation of any such law, rule or regulation,

(xi) which satisfies all applicable requirements of the SunGard Financial Policy;

(xii) which was originated in the ordinary course of a Seller’s business, and the Obligor of which is not an Affiliate of any Seller (other than solely by reason of being an affiliate of the same Sponsor);

(xiii) which arises solely from the sale or license of goods, computer programs, software or other intellectual property or the provision of services to the related Obligor by a Seller;

(xiv) the payment terms of which have not been extended, rewritten or otherwise modified from the original terms thereof (including customer adjustments and chargebacks), except in a manner in accordance with the SunGard Financial Policy;

(xv) all right, title and interest to and in which has been validly transferred by the applicable Seller directly to SunGard Financing, and by SunGard Financing to Borrower under and in accordance with the Second Step Agreement, and the Borrower has good title thereto free and clear of any Liens other than permitted Liens;

(xvi) the Obligor of which has been instructed by the Seller to remit payment thereon to a Lockbox or Lockbox Account which is subject to a Control Agreement;

(xvii) the ownership of which by SunGard Financing and/or the Borrower would not cause SunGard Financing or the Borrower to cease to qualify for an exemption from registration under the Investment Company Act of 1940 as a person that is primarily engaged in purchasing or otherwise acquiring notes, drafts, acceptances, open accounts receivable, and other obligations representing part or all of the sales price of merchandise, insurance, and services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940;

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(xix) the purchase of which constitutes a current transaction within the meaning of Section 3(a)(3) of the Securities Act; and

(xx) with respect to which the representations and warranties set forth in Section 2.1(u) of the First Step Agreement shall be true and correct.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the environment, natural resources, or, to the extent relating to exposure to Hazardous Materials, human health or to the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with any the Borrower within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

“Excluded Obligor” means such Obligors as may be agreed upon by the Borrower, the Administrative Agent and the Required Lenders.

“Facility Limit” means from the Closing Date to (and including) the 150th day after the Closing Date, $375,000,000, as reduced from time to time pursuant to Section 2.04 of the Credit Agreement, or increased from time to time upon the request of the Borrower subject to the consents required pursuant to Section 11.01 of the Credit Agreement.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members

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of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, however, that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to JPMorgan Chase Bank on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means that certain letter agreement dated as August 11, 2005, relating to the SunGard Bridge Receivables Facility, among the Borrower, the Administrative Agent, each Lender and each Funding Agent, as amended or modified from time to time.

“Finance Charges” means, with respect to a Contract, any finance, interest, late payment charges or similar charges owing by an Obligor pursuant to such Contract.

“Finance Subsidiaries” means the Borrower and SunGard Financing.

“First Step Agreement” means this First Step Receivables Facility Agreement, dated as of August 11, 2005, relating to the SunGard Bridge Receivables Facility, by and among certain Subsidiaries of SunGard Parent, as Sellers, SunGard Financing, and [SunGard Parent as Seller Agent]¹, as amended or modified from time to time in accordance with the Second Step Agreement and the Credit Agreement.

“First Step Intercompany Note” has the meaning set forth in Section 1.8(a) of the First Step Agreement.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means (i) any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, or (ii) any special purpose vehicle issuing indebtedness in the commercial paper market that is administered by a Funding Agent or one of its Affiliates.

“Funding Agent” has the meaning specified in the introductory paragraph to the Credit Agreement.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however, that, if the Borrower

¹ Discuss.

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notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP);

(d) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; and

(e) all guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer,

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except to the extent such Person’s liability for such Indebtedness is otherwise limited. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Liabilities” has the meaning set forth in Section 11.05 of the Credit Agreement.

“Indemnitees” has the meaning set forth in Section 11.05 of the Credit Agreement.

“Initial Effective Date Purchase Price” has the meaning set forth in Section 1.2(a) of the First Step Agreement.

“Initial Settlement Date” has the meaning set forth in Section 1.2(a) of the First Step Agreement.

“Insolvency Event” means, with respect to any Person that (i) such Person institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or (ii) any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or (iii) any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding

“Insured Receivables Credit Agreement” means the Insured Receivables Credit Agreement, dated as of August 11, 2005, relating to the SunGard Insured Receivables Facility, by and among SunGard Funding LLC, a Delaware limited liability company, JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders, Funding Agents and the Insurer parties thereto, as amended or modified from time to time.

“Insured First Step Agreement” means the First Step Agreement referred to in the Insured Receivables Credit Agreement.

“Insured Loans” means the Loans under and as defined in the Insured Receivables Credit Agreement.

“Insured Second Step Agreement” means the Second Step Agreement referred to in the Insured Receivables Credit Agreement.

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“Insured Transaction Documents” means the “Transaction Documents” as defined in the Insured Receivables Credit Agreement.

“Intercompany Notes” means collectively (i) the First Step Intercompany Note, and (ii) the Second Step Intercompany Note.

“Interest Coverage Ratio” has the meaning set forth in the Senior Credit Agreement.

“Interest Period” means, as to each LIBO Rate Loan, the period commencing on the date such LIBO Rate Loan is disbursed or converted to or continued as a LIBO Rate Loan and ending on the next following Settlement Date; provided, however, that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the Scheduled Early Amortization Date.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of equity interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person.

“IP Rights” has the meaning set forth in Section 2.1(u) of the First Step Agreement.

“IRS” means the United States Internal Revenue Service.

“JPMorgan Chase Bank” means JPMorgan Chase Bank, N.A. and its successors.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative

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or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lenders” has the meaning specified in the introductory paragraph to the Credit Agreement, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender”.

“LIBO Rate” means, with respect to any LIBO Rate Loan for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period; provided, however, if the Interest Period for such LIBO Rate Loan does not correspond precisely to one month, the Administrative Agent may use interpolation or any other mathematical modeling in is reasonable discretion to establish the LIBO Rate for such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such LIBO Rate Loan for such Interest Period shall be the rate at which dollar deposits in an amount approximately equal to the amount of such LIBO Rate Loan and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“LIBO Rate Loans” means Loans which bear interest by reference to the LIBO Rate.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property).

“Loan” has the meaning specified in Section 2.01 of the Credit Agreement.

“Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of LIBO Rate Loans, pursuant to Section 2.02(a) of the Credit Agreement, which, if in writing, shall be substantially in the form of Exhibit A to the Credit Agreement.

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“Lockbox” means each locked postal box with respect to which a Lockbox Bank who has executed a Control Agreement has been granted exclusive access for the purpose of retrieving and processing payments made on the Receivables and which is listed on Schedule C, and which shall be in the name of SunGard Financing.

“Lockbox Account” means a deposit account with respect to which a Lockbox Bank has executed a Control Agreement, into which the funds received in a Lockbox are swept on every Business Day, and which shall be in the name of SunGard Financing.

“Lockbox Bank” means, at any time, any of the banks holding one or more Lockboxes.

“Match Funded Commercial Paper” means one or more tranches of Commercial Paper issued by a Conduit Lender to finance all or a portion of its Loans, but which Commercial Paper do not finance any other investment of such Conduit Lender.

“Material Adverse Change” means any event, circumstance, development, change or effect that, individually or in the aggregate with all other events, circumstances, developments, changes and effects, is reasonably likely to result in a Material Adverse Effect.

“Material Adverse Effect” means a material adverse effect on (i) the business, the financial condition or results of operations of any Seller and its Subsidiaries, SunGard Financing, or SunGard Funding II, taken as a whole, (ii) the ability of (w) SunGard Funding II to perform its obligations under the Credit Agreement or any other Transaction Documents, (x) SunGard Parent, SunGard Financing and the Sellers to perform their respective obligations under the Transaction Documents to which they are a party, (y) the Performance Guarantor to perform its obligations under the Performance Undertaking, and (z) the Collection Agent to perform its obligations under the Collection Agent Agreement, (iii) the legality, validity or enforceability of the Credit Agreement or any other Transaction Document, (iv) any Lender’s interest in the Receivables generally or in any significant portion of the Receivables, the Related Security or the Collections, and related rights with respect thereto, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables.

“Maximum Rate” has the meaning specified in Section 11.10 of the Credit Agreement.

“Modified Aggregate Purchase Price” has the meaning set forth in Section 1.4(c)(ii) of the First Step Agreement.

“Modified Obligor Credit Memo Amount” has the meaning set forth in the definition Obligor Credit Memo Amount.

“Modified Other Credit Adjustments” has the meaning set forth in the definition Other Credit Adjustments.

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“Monthly Period” means the period beginning on the first day of each calendar month and ending on the last day of such calendar month, except for the period beginning on August 12, 2005 and continuing through and including August 31, 2005 which will be referred to as “Monthly Period (August 2005)” and, except for the period beginning on July 1, 2005 and continuing through and including August 11, 2005 which will be referred to as “Monthly Period (July 2005)”.

“Monthly Period Adjustment Factor (July 2005)” means the percentage equal to the quotient of (a) 31 and (b) 42.

“Monthly Period (August 2005)” has the meaning set forth in the definition Monthly Period.

“Monthly Period (July 2005)” has the meaning set forth in the definition Monthly Period.

“Monthly Receivables Amount” means the aggregate amount of all Receivables originated during such Monthly Period.

“Monthly Receivables Amount (August 2005)” means the difference between (x) the sum of the aggregate amount of all Receivables originated during (i) Monthly Period (August 2005) and (ii) Monthly Period (July 2005), and (y) the Monthly Receivables Amount (July 2005).

“Monthly Receivables Amount (July 2005)” means the product of (i) the aggregate amount of all Receivables originated during Monthly Period (July 2005), and (ii) Monthly Period Adjustment Factor (July 2005).

“Monthly Report” means a report, substantially in the form of Exhibit J to the Credit Agreement (appropriately completed) furnished by the Borrower, or on behalf of the Borrower, to the Administrative Agent pursuant to Section 6.01(a) of the Credit Agreement.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Receivables Balance” means, at any time, the aggregate Outstanding Balance of all Eligible Receivables at such time reduced by (i) unapplied cash, (ii) the amount by which the aggregate outstanding balance of Eligible Receivables of which the Obligor is the federal government or federal government subdivisions or agencies exceeds 3% of the outstanding balance of all Eligible Receivables, (iii) the amount by which the outstanding balance of Unbilled Receivables exceeds 30% of the outstanding balance of all Eligible Receivables, (iv) the amount by which the outstanding balance of Eligible Receivables with payment terms greater than 30 days exceeds 20% of the outstanding balance of all Eligible Receivables, and (v) the amount by which the aggregate outstanding balance of Eligible Receivables owing by Obligors, if natural

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persons, who are not resident of the United States, or, if corporations or other business organizations, are not organized under the laws of the United States or a political subdivision thereof, exceeds 3% of the outstanding balance of all Eligible Receivables.

“Net Worth” means as of the last Business Day of each Monthly Period, preceding any date of determination, the excess, if any, of (a) the aggregate Outstanding Balance of the Receivables (without giving effect to the proviso to the definition of “Receivable”) at such time, over (b) the sum of (i) the Outstanding Amount of Loans at such time, plus (ii) the aggregate outstanding principal balance of the First Step Intercompany Note (including any advance proposed to be made under the First Step Intercompany Note on the date of determination).

“Note” means a promissory note of the Borrower payable to any Lender or its registered assigns, in substantially the form of Exhibit B to the Credit Agreement, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Loans made by such Lender.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Transaction Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations of the Borrower under the Transaction Documents include the obligation (including guarantee obligations) to pay principal, interest, reimbursement obligations, charges, expenses, fees, indemnities and other amounts payable by the Borrower under any Transaction Document.

“Obligor” means a Person obligated to make payments pursuant to a Contract.

“Obligor Credit Memo Amount” means the aggregate credit memos issued to Obligors during a Monthly Period, except that (a) in the case of Monthly Period (July 2005), it shall mean the product of (i) the aggregate credit memos issued to Obligors during Monthly Period (July 2005), and (ii) the Monthly Period Adjustment Factor (July 2005), with the product referred to herein as the “Modified Obligor Credit Memo Amount” and (b) in the case of Monthly Period (August 2005), it shall mean the difference between (i) the sum of the aggregate credit memos issued to Obligors during both (x) Monthly Period (August 2005) and (y) Monthly Period (July 2005), and (ii) the Modified Obligor Credit Memo Amount.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws; (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of

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business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Original Balance” means, with respect to any Receivable, the Outstanding Balance of such Receivable on the date it was purchased by SunGard Financing pursuant to the First Step Agreement.

“Other Credit Adjustments” means the aggregate credit adjustments made to Obligors but not captured in the Obligor Credit Memo Amount during a Monthly Period, except that (a) in the case of Monthly Period (July 2005), it shall mean (a) the product of (i) the aggregate credit adjustments made to Obligors not captured in the Obligor Credit Memo Amount during Monthly Period (July 2005), and (ii) the Monthly Period Adjustment Factor (July 2005), the product referred to herein as the Modified Other Credit Adjustments, and (b) in the case of Monthly Period (August 2005), it shall mean the difference between (i) the sum of the aggregate credit adjustments made to Obligors not captured in the Obligor Credit Memo Amount during both (x) Monthly Period (August 2005), and (y) Monthly Period (July 2005), and (ii) Modified Other Credit Adjustments.

“Other Taxes” has the meaning specified in Section 3.01(b) of the Credit Agreement.

“Outstanding Amount” means, with respect to Loans or Insured Loans on any date, the aggregate outstanding principal thereof after giving effect to any borrowings and prepayments or repayments of Loans and Insured Loans on such date.

“Outstanding Balance” of any Receivable at any time means the then outstanding principal balance thereof.

“Overadvance Amount” has the meaning set forth in Section 2.03(b) of the Credit Agreement.

“Overnight Rate” means, for any day, the Federal Funds Rate.

“Participant” has the meaning specified in Section 11.07(e) of the Credit Agreement.

“Patriot Act” has the meaning set forth in Section 11.19 of the Credit Agreement.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA

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Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.

“Performance Guarantor” means SunGard Parent.

“Performance Undertaking” means that certain Performance Undertaking, dated as of August 11, 2005, relating to the SunGard Bridge Receivables Facility, made by the Performance Guarantor in favor of SunGard Financing as the recipient thereof, substantially in the form of Exhibit G to the Credit Agreement, as amended or modified from time to time in accordance with the its terms, the Second Step Agreement and the Credit Agreement.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Pool-Funded Commercial Paper” means Commercial Paper notes of a Conduit Lender subject to any particular pooling arrangement by such Conduit Lender, but excluding Commercial Paper issued by such Conduit Lender for a tenor and in an amount specifically requested by any Person in connection with any agreement effected by such Conduit Lender.

“Potential Early Amortization Event” means any event or condition that constitutes an Early Amortization Event or that, with the giving of any notice, the passage of time, or both, would be an Early Amortization Event.

“Pro Rata Share” means, with respect to each Related Group at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the Related Group Limit of such Related Group under the Credit Agreement at such time and the denominator of which is the Facility Limit at such time; provided, however, that if the Facility Limit has been terminated or reduced to zero, then the Pro Rata Share of each Lender shall be determined based on Outstanding Amount of the Loans.

“Purchase” means:

(a) with respect to the First Step Agreement, the purchase under the First Step Agreement by SunGard Financing from any applicable Seller of the Receivables, the Seller Related Security and the Collections related thereto, together with all related rights in connection therewith, and

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(b) with respect to the Second Step Agreement, the purchase under the Second Step Agreement by SunGard Funding II from SunGard Financing of the Receivables, the Related Security, the Collections related thereto and the SunGard Financing Related Security, together with all related rights in connection therewith.

“Purchase Date” means each day on which a Purchase is made pursuant to Article I of the First Step Agreement or Article I of the Second Step Agreement, as the case may be.

“Purchase Price” means, with respect to any Purchase on any date, the aggregate price to be paid by SunGard Financing to the Seller Agent for the account of the Sellers for such Purchase in accordance with Section 1.2 of the First Step Agreement on such date, which price shall equal (i) the product of (x) the Original Balance of such Receivables, times (y) one minus the Discount Factor then in effect.

“Purchase Price Credit” has the meaning set forth in Section 1.3 of the First Step Agreement.

“Receivable” means the indebtedness or other payment obligations owed to the Sellers (without giving effect to any transfer or conveyance to SunGard Financing under the First Step Agreement, or to SunGard Funding II under the Second Step Agreement), arising in connection with the sale or licensing of goods, computer programs, or other intellectual property or the rendering of services by the Sellers to the Obligors including the right to payment of any Finance Charges and other obligations with respect thereto; provided, however, that no obligation of an Excluded Obligor shall constitute a “Receivable”. Indebtedness and other rights and obligations arising from any one transaction, including, without limitation, indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction.

“Receivables Purchase Agreements” means the First Step Agreement and the Second Step Agreement.

“Records” means, with respect to any Receivable, all Contracts and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to such Receivable, any Related Security therefor and the related Obligor.

“Register” has the meaning set forth in Section 11.07(d) of the Credit Agreement.

“Related Group” means, each Related Group identified on Schedule A to the Credit Agreement, consisting of a Funding Agent, and if specified, one or more Committed Lenders and one or more Conduit Lenders.

“Related Group Limit” means, with respect to a Related Group, the aggregate Commitments of the Committed Lenders in the same Related Group set forth

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on Scheduled A, as adjusted from time to time pursuant to Section 2.04(b) of the Credit Agreement or pursuant to an Assignment and Assumption.

“Related Security” means, collectively, the Seller Related Security, the SunGard Financing Related Security and the SunGard Funding II Related Security.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“Required Lenders” means, as of any date of determination, Committed Lenders with a majority of the Commitments; provided, however, that the unused Commitment of any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Requirement of Law” means, with respect to any Person, (i) the charter, articles or certificate of organization or incorporation and bylaws or other organizational or governing documents of such Person and (ii) any statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination of any arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer; provided, however, that, in a member-managed limited liability company, “Responsible Officer” shall mean any authorized Person acting for the members thereof. As to any document delivered on the Closing Date, “Responsible Officer” shall mean any secretary or assistant secretary of the Borrower, provided, however, that, in a member-managed limited liability company, “Responsible Officer” shall mean any authorized Person acting for the members thereof. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.

“Restricted Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of capital stock, membership interest or other ownership interest of the Borrower, SunGard Financing or any Subsidiary of either now or hereafter outstanding, except a dividend payable solely in shares of that class of stock, any junior class of stock, membership interest or other ownership interest of the Borrower, SunGard Financing or any Subsidiary of either, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of capital stock of the Borrower, SunGard Financing or any subsidiary of either now or hereafter outstanding, (iii) any payment or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to Intercompany Notes, (iv) any

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payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of capital stock of the Borrower, SunGard Financing or any Subsidiary of either now or hereafter outstanding, and (v) any payment of management fees by the Borrower, SunGard Financing or any Subsidiary of either (except for reasonable management fees to SunGard Parent, SunGard Financing, or any Seller or any Affiliate thereof in reimbursement of actual management services performed).

“Same Day Funds” means, with respect to disbursements and payments, immediately available funds.

“Scheduled Early Amortization Date” means August 11, 2011.

“Second Step Agreement” means that certain Second Step Receivables Purchase Agreement, dated as of August 11, 2005, relating to the SunGard Bridge Receivables Facility, by and among SunGard Financing, as Transferor, and SunGard Funding II, as Transferee, as amended or modified from time to time in accordance with this Agreement.

“Second Step Intercompany Note” has the meaning set forth in Section 1.8(a) of the Second Step Agreement.

“Second Step Purchase Price” means, with respect to any Purchase under the Second Step Agreement on any date, the aggregate price to be paid by SunGard Funding II to SunGard Financing for such Purchase in accordance with Section 1.2 of the Second Step Agreement on such date.

“Secured Obligations” has the meaning specified in the Security Agreement.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders and the Funding Agents under the Security Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Agreement” means the Security Agreement, dated as of August 11, 2005, relating to the SunGard Bridge Receivables Facility, made by the Borrower in favor of the Administrative Agent for the benefit of the Lenders.

“Seller” has the meaning set forth in Section 1.8(a) of the Second Step Agreement.

“Seller Agent” means the Person appointed from time to time to act as Seller Agent hereunder. The initial Seller Agent is SunGard Data Systems, Inc.

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“Seller Related Security” means, with respect to any Receivable:

(i) all security interests or Liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable,

(ii) all guaranties, letters of credit, letter of credit rights, supporting obligations, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise,

(iii) all Records related to such Receivable,

(iv) all of Sellers’ right, title and interest in, to and under contracts or agreements providing for the servicing of such Receivable, and

(v) all income, payment and proceeds of any of the foregoing.

“Senior Credit Agreement” means the Credit Agreement entered into as of August 11, 2005, among Solar Capital Corp., a Delaware corporation (to be merged with and into SunGard Parent, the Overseas Borrowers from time to time party thereto, SunGard Holding Corp., a Delaware corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, each Lender from time to time party thereto, the Co-Syndication Agents and the Co-Documentation Agents, as amended or otherwise modified from time to time.

“Settlement Date” means the second Business Day after the Determination Date, and the Amortization Date.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Sponsors” means Silver Lake Partners, Bain Capital Partners, LLC, Goldman Sachs Capital Partners, Kohlberg Kravis Roberts & Co., Providence Equity Partners Inc., Texas Pacific Group, The Blackstone Group, and their Affiliates, but not including, however, any portfolio companies of any of the foregoing.

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“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board of Governors of the Federal Reserve System of the United States of America to which the bank serving as the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. LIBO Rate Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of SunGard Parent.

“SunGard Bridge Receivables Facility” means the SunGard Bridge Receivables Facility governed by the First Step Agreement, the Second Step Agreement, the Credit Agreement and the other Transaction Documents.

“SunGard Financial Policy” means the policy of SunGard Parent and its Subsidiaries for allowance for uncollectible receivables and write-offs of uncollectible balances as referred to in SunGard Parent’s Financial Policy Manual dated September 2004, as modified from time to time in accordance with the Transaction Documents.

“SunGard Financing” means SunGard Financing LLC, a Delaware limited liability company.

“SunGard Financing Related Security” means all of SunGard Financing’s right, title and interest in, to and under:

(i) the First Step Agreement in respect of any Receivable, the Collections and the Seller Related Security;

(ii) the Performance Undertaking;

(iii) the Collection Account relating to the SunGard Bridge Receivables Facility; and

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(iv) all income, payment and proceeds of the foregoing.

“SunGard Funding II” means SunGard Funding II LLC, a Delaware limited liability company.

“SunGard Funding II Related Security” means all of SunGard Funding II’s right, title and interest in, to and under:

(i) the SunGard Financing Related Security;

(ii) the Second Step Agreement; and

(iii) all income, payment and proceeds of the foregoing.

“SunGard Insured Receivables Facility” means the SunGard Insured Receivables Facility governed by the Insured First Step Agreement, the Insured Second Step Agreement, the Insured Receivables Credit Agreement and the other Insured Transaction Documents.

“SunGard Parent” means SunGard Data Systems Inc., a Delaware corporation.

“Support Facility” means any liquidity or credit support agreement with a Conduit Lender which relates to the Credit Agreement (including an agreement to purchase an assignment of or participation in Loans).

“Support Party” means any other bank, insurance company or other financial institution extending or having a commitment to extend funds to or for the account or to the account of a Conduit Lender (including by agreement to purchase an assignment of or participation in the Loans under a Support Facility). Each Committed Lender in the Related Group of a Conduit Lender shall be deemed to be a Support Party for such Conduit Lender.

“Taxes” has the meaning specified in Section 3.01(a) of the Credit Agreement.

“Total Dilution” means for a Monthly Period, the sum of (i) the Obligor Credit Memo Amount, (ii) Other Credit Adjustments, and (iii) without Duplication, other Dilution.

“Transaction Documents” means, collectively, the Credit Agreement, the First Step Agreement, the Second Step Agreement, the Performance Undertaking, the Collection Agent Agreement, the Security Agreement, each Loan Notice, each Control Agreement, the Fee Letter, the Administrative Agent Fee Letter, the Intercompany Notes, the Organization Documents of the Finance Subsidiaries, the Notes, and all other instruments, documents and agreements executed and delivered in connection herewith.

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“Transactions” means (a) the transactions contemplated by the Transaction Documents, (b) the execution, delivery and performance by the Borrower of the Transaction Documents to which it is to be a party, and (c) the payment of all fees under the Fee Letter and the Administrative Agent Fee Letter, and (d) the Borrower’s use of the proceeds of the Loans, and the purchases and related use of proceeds under the Receivables Purchase Agreements.

“Turnover Ratio” means, for a Monthly Period, the product of (a) the quotient of (i) the aggregate outstanding balance of all Billed Receivables as of the last day of the prior Monthly Period, and (ii) the Collection Amount, and (b) 30, except in the case of (x) Monthly Period (July 2005), where it shall mean the product of (a) the quotient of (i) the aggregate outstanding balance of all Billed Receivables as of the last day of the prior Monthly Period, and (ii) the Collection Amount, and (b) 42 and, (y) Monthly Period (August 2005) where it shall mean the product of (a) the quotient of (i) the aggregate outstanding balance of all Billed Receivables as of the last day of the prior Monthly Period, and (ii) the Collection Amount, and (b) 20.

“Type” means, with respect to any Committed Loan, its character as a Base Rate Loan or LIBO Rate Loan.

“Unbilled Receivable” means a Receivable in respect of which an invoice addressed to the Obligor thereof has not been sent.

“Uniform Commercial Code” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“United States” means the United States of America.

“Used Fee” has the meaning set forth in Section 2.06(a) of the Credit Agreement.

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EX-10.8

Exhibit 10.8

SUNGARD INSURED RECEIVABLES FACILITY

FIRST STEP RECEIVABLES PURCHASE AGREEMENT

DATED AS OF AUGUST 11, 2005

by and among

CERTAIN SUBSIDIARIES OF SUNGARD DATA SYSTEMS, INC.,

as Sellers

and

SUNGARD FINANCING LLC

SUNGARD INSURED RECEIVABLES FACILITY

FIRST STEP RECEIVABLES PURCHASE AGREEMENT

THIS FIRST STEP RECEIVABLES PURCHASE AGREEMENT, dated as of August 11, 2005 (as amended and modified from time to time, including all Schedules and Exhibits hereto, this “Agreement” or the “First Step Agreement”), is by and among SunGard SCT Inc., a Delaware corporation, as a Seller, SunGard Availability Services LP, a Pennsylvania limited partnership, as a Seller, the other Persons which become parties hereto from time to time as Sellers, and SunGard Financing LLC, a Delaware limited liability company (together with its assigns, “SunGard Financing”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Annex A to the Insured Receivables Credit Agreement, dated as of August 11, 2005, relating to the SunGard Insured Receivables Facility, by and among SunGard Funding LLC, a Delaware limited liability company, JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders and Funding Agents parties thereto, and the Insurer, as amended or modified from time to time (the “Credit Agreement”).

PRELIMINARY STATEMENTS

Each Seller now owns, and from time to time hereafter will own, Receivables. Each Seller wishes to sell and assign to SunGard Financing, and SunGard Financing wishes to purchase from each Seller, all of such Seller’s right, title and interest in and to such Receivables, together with the Seller Related Security and Collections with respect thereto.

Each Seller and SunGard Financing intends the transactions contemplated hereby to be true sales of the Receivables from the applicable Seller to SunGard Financing, providing SunGard Financing with the full benefits of ownership of the Receivables, and the Sellers and SunGard Financing do not intend these transactions to be, or for any purpose to be characterized as, loans from SunGard Financing to any Seller.

Immediately after and on the same day of the purchase of the Receivables from the Sellers, SunGard Financing will sell to SunGard Funding all such Receivables and the associated Seller Related Security and Collections with respect thereto pursuant to the Second Step Agreement. SunGard Funding will pledge such assets to obtain credit under the Credit Agreement.

ARTICLE I

AMOUNTS AND TERMS

Section 1.1 Purchase of Receivables.

(a) Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, each Seller hereby sells, assigns, transfers, sets over and otherwise conveys to SunGard Financing, without recourse (except to the extent expressly provided herein), and SunGard Financing does hereby purchase from each Seller, all of each such Seller’s right, title and interest in and to all of such Seller’s Receivables existing as of the close of business on the Business Day immediately prior to the date hereof and all of such Seller’s Receivables thereafter arising through and including the Amortization Date, together, in each case, with all Seller Related Security relating thereto and all Collections thereof; provided, that, SunGard Financing shall be obligated to pay the Purchase Price therefor in accordance with Section 1.2.

(b) It is the intention of the parties hereto that the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the Uniform Commercial Code), which sale is absolute and irrevocable and provides SunGard Financing with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits owed pursuant to Section 1.3, the sale of Receivables hereunder is made without recourse to any Seller; provided, however, that (i) each Seller shall be liable to SunGard Financing for all representations, warranties and covenants made by such Seller pursuant hereto, and (ii) such sale does not constitute and is not intended to result in an assumption by SunGard Financing of any obligation of any Seller or any other Person arising in connection with the Receivables, the related Contracts and/or other Seller Related Security or any other obligations of any Seller. In view of the intention of the parties hereto that the Purchase of Receivables made hereunder shall constitute a sale of such Receivables rather than loans secured thereby, each of the Sellers will, on or prior to the date hereof and in accordance with Section 5.1(d), (x) indicate clearly and unambiguously in its computer files that all Receivables have been or will be conveyed to SunGard Financing pursuant to this Agreement and (y) note in its accounting records that the Receivables have been sold to SunGard Financing. Upon the request of SunGard Financing, each Seller will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of SunGard Financing’s ownership interest in the Receivables and the Seller Related Security and Collections with respect thereto, or as SunGard Financing may reasonably request.

Section 1.2 Payment for the Purchase.

(a) The Purchase Price for each Purchase from a Seller shall be payable in full by SunGard Financing to such Seller or its designee on each Purchase Date and shall be paid to such Seller in the manner provided in this Article I; provided that for purposes of the initial Purchase Date, the Purchase Price for the Receivables existing on such date shall be based on the Receivables of each Seller existing as of the Cut-Off Date (the “Initial Effective Date Purchase Price”). On the first Settlement Date occurring after the Closing Date (the “Initial Settlement

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Date”), each Seller shall determine the Purchase Price for the Receivables existing on the Closing Date based on the Receivables actually existing on the Closing Date (the “Actual Effective Date Purchase Price”). If the Initial Effective Date Purchase Price paid by SunGard Financing on the Closing Date is greater than the Actual Effective Date Purchase Price with respect to any Seller, such Seller shall pay to SunGard Financing an amount equal to such excess on the Initial Settlement Date. If the Initial Effective Date Purchase Price paid by SunGard Financing on the Closing Date is less than the Actual Effective Date Purchase Price with respect to any Seller, SunGard Financing shall pay to such Seller an amount equal to such difference on the Initial Settlement Date by increasing the outstanding principal amount of the First Step Intercompany Note for the account of such Seller in the amount of the difference.

(b) Upon the fulfillment of the conditions set forth in Article III, the Purchase Price for Receivables shall be paid by or provided for (without duplication) by SunGard Financing in the manner provided in Section 1.2(c) on the date of the initial Purchase from the applicable Seller and on each Purchase Date thereafter until the Amortization Date.

(c) The Purchase Price for Receivables shall be paid by SunGard Financing on each Purchase Date (including the initial Purchase Date) as follows:

(i) by netting the amount of any Purchase Price Credits then due to SunGard Financing against such Purchase Price;

(ii) to the extent available for such purpose (as determined by SunGard Financing), in cash;

(iii) by means of an addition to the principal amount of the First Step Intercompany Note in an aggregate amount up to the remaining portion of the Purchase Price (after subtraction of the amounts paid in accordance with clauses (i) and (ii) of this subsection (c). Any such addition to the principal amount of the First Step Intercompany Note shall be allocated among the Sellers (pro rata according to the aggregate purchase price for the Receivables sold by each Seller on such day) by the Seller Agent in accordance with the provisions of this Section 1.2(c)(iii) and Section 1.8. The Seller Agent may evidence such additional principal amounts by recording the date and amount thereof on the grid attached to the First Step Intercompany Note; provided, however, that the failure to make any such recordation or any error in such grid shall not adversely affect any Seller’s rights.

(d) The Seller Agent shall be responsible, in accordance with Section 1.2(a), for allocating among the Sellers the payment of the Purchase Price and any amounts netted therefrom pursuant to Section 1.2(c)(i) or credited to SunGard Financing pursuant to Section 1.2(c)(i) or paid in the form of cash to be paid pursuant to Sections 1.2(c)(ii) or in the form of an addition to the principal amount of the First Step Intercompany Note pursuant to Section 1.2(c)(iii). All amounts payable by SunGard Financing in respect of the Purchase Price shall be paid by SunGard Financing to an account of the Seller Agent for allocation by the Seller Agent to the respective Sellers (ratably in accordance with the portion of the Purchase Price owing to each). Each of the Sellers hereby appoints the Seller Agent as its agent for purposes of receiving

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such payments, making such allocations and taking any other actions hereunder on its behalf and hereby authorizes SunGard Financing to make all payments due to such Seller directly to, or as directed by, the Seller Agent. The Seller Agent hereby accepts and agrees to such appointment. Any such payment by SunGard Financing to or at the direction of the Seller Agent shall constitute a full and complete discharge of SunGard Financing’s liability for the amounts so paid, whether or not the proceeds of such payment are properly distributed by the Seller Agent to the applicable Seller for whose account such payment was made.

Section 1.3 Purchase Price Credit Adjustments. If on any day:

(a) the Outstanding Balance of a Receivable is reduced as a result of any Dilution, or

(b) any of the representations and warranties set forth in Section 2.1(g), (h), (m), (n), (o) or (p) are no longer true with respect to any Receivable,

then, in such event, SunGard Financing shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable hereunder equal to the Outstanding Balance of such Receivable. If the aggregate Purchase Price Credits in respect of any Seller exceeds the Purchase Price in respect of the Receivables of such Seller payable on any Purchase Date, then such Seller agrees to pay such excess amount of the Purchase Price Credit to SunGard Financing in cash on or prior to the Settlement Date with respect to the Monthly Period during which such Purchase Price Credit arises. Simultaneously with the granting or payment of any Purchase Price Credit by any Seller in respect of a Receivable under Section 1.3(b), such Receivable shall immediately and automatically be sold, assigned, transferred and reconveyed (without recourse) by SunGard Financing to such Seller without any further action by SunGard Financing or any other Person.

Section 1.4 Payments and Computations, Etc.

(a) All amounts to be paid or deposited by SunGard Financing hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in immediately available funds to the account of the Seller Agent designated from time to time by the Seller Agent or as otherwise directed by the Seller Agent; provided that to the extent Collections during any Monthly Period that are available to fund the Purchase Price of Receivables sold during such period are less than the full amount of such Purchase Price, the unpaid portion thereof shall be paid or provided for on the related Settlement Date in accordance with Section 1.4(c). In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid in full; provided, however, that such Default Fee shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.

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(b) Each Seller hereby agrees that the Seller Agent is authorized to receive amounts due from SunGard Financing to such Seller hereunder. All amounts so received shall be applied in the following order of payment during each Monthly Period:

(i) first, to pay any amounts payable pursuant to 1.2(c)(ii); and

(ii) second, to make payments of interest on, and then principal of the First Step Intercompany Note in accordance with Section 1.8 and the First Step Intercompany Note.

(c) On each Settlement Date:

(i) the Seller Agent shall determine the aggregate Purchase Price (the “Aggregate Purchase Price”) for all Receivables conveyed by the Sellers to SunGard Financing during the preceding Monthly Period or, in the case of the Amortization Date, during the period from the end of the Monthly Period to the Amortization Date (each such period, an “Adjusted Monthly Period”); provided, that the final Adjusted Monthly Period shall commence on the day following the most recently ended Adjusted Monthly Period and shall end on the Amortization Date;

(ii) if on any Settlement Date, the Aggregate Purchase Price for the related Adjusted Monthly Period minus the aggregate amount of Purchase Price Credits for such Adjusted Monthly Period (such difference, the “Modified Aggregate Purchase Price”) exceeds the amount of cash payments received by the Seller Agent from SunGard Financing on behalf of the Sellers as provided herein for such Adjusted Monthly Period (such amount, the “Cash Payments”), the Seller Agent shall, subject to the terms of this Agreement and to the extent it has not already done so, record such excess as an increase in the principal amount outstanding under the First Step Intercompany Note (subject to the limitation set forth in Section 1.8(c)), and if any excess remains after giving effect to the permissible increase in the principal amount of the First Step Intercompany Note, the Sellers may declare the Amortization Date to have occurred with respect to all Sellers by delivering notice to that effect to SunGard Financing and the Administrative Agent;

(iii) if on any Settlement Date, the Cash Payments for the related Adjusted Monthly Period exceed the Modified Aggregate Purchase Price for such Adjusted Monthly Period, the Seller Agent shall, subject to the terms of this Agreement, record the application of that excess, (x) first, to the payment of any unpaid and accrued interest on the First Step Intercompany Note, (y) second, as a reduction in the principal amount of the First Step Intercompany Note, and, (z) third, cause the Sellers to pay any remaining excess to SunGard Financing.

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Section 1.5 Transfer of Records.

(a) In connection with the Purchase of Receivables hereunder, each Seller hereby sells, transfers, assigns and otherwise conveys to SunGard Financing all of such Seller’s right and title to and interest in the Records relating to all Receivables sold hereunder, without the need for any further documentation in connection with the Purchase. In connection with such transfer, each Seller hereby grants to SunGard Financing an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by such Seller or is owned by others and used by such Seller under license agreements with respect thereto, provided that should the consent of any licensor of such Seller to such grant of the license described herein be required, such Seller hereby agrees that upon the request of SunGard Financing, such Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.

(b) Each Seller (i) shall take such action requested by SunGard Financing, from time to time hereafter, that may be necessary or appropriate to ensure that SunGard Financing under the Second Step Agreement have an enforceable ownership interest in the Records relating to the Receivables purchased from such Seller hereunder, and (ii) shall use its reasonable efforts to ensure that SunGard Financing has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Receivables and/or to recreate such Records.

Section 1.6 Characterization. This agreement constitutes a “security agreement” as defined in the Uniform Commercial Code that the parties intend provides for the “security interest” of a buyer of accounts under the Uniform Commercial Code. If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale by any Seller to SunGard Financing of Receivables hereunder shall be characterized as a loan by SunGard Financing to the Sellers and not a true sale of accounts or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement in respect of such loan under the Uniform Commercial Code and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Seller hereby grants to SunGard Financing a security interest in all of such Seller’s right, title and interest in, to and under all Receivables now existing and hereafter arising, all Collections, Seller Related Security and Records with respect thereto, and all proceeds of the foregoing, to secure such loan, which security interest shall be prior to all other Liens. After the occurrence of an Early Amortization Event, SunGard Financing shall have, in addition to the rights and remedies specified in this Agreement, all other rights and remedies provided to a secured party after default in a transaction which is a sale of accounts under the Uniform Commercial Code and other applicable law, which rights and remedies shall be cumulative.

Section 1.7 No Repurchase. Except to the extent expressly set forth herein, no Seller shall have any right or obligation under this Agreement, by implication or otherwise, to repurchase from SunGard Financing any Receivables or to rescind or otherwise retroactively affect any Purchase of any Receivable after it is sold to SunGard Financing hereunder.

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Section 1.8 First Step Intercompany Note.

(a) On the date of the initial Purchase, SunGard Financing shall issue to the Seller Agent, for the account of the Sellers as their respective interests may appear, a note substantially in the form of Exhibit I (as amended, supplemented or otherwise modified from time to time, the “First Step Intercompany Note”). The aggregate principal amount of the First Step Intercompany Note at any time shall be equal to the difference between (i) the aggregate principal amount on the issuance thereof and each addition to the principal amount of the First Step Intercompany Note with respect to each Seller pursuant to the terms of Section 1.2(c)(iii) and Section 1.4 as of such time, minus (ii) the aggregate amount of all payments made in respect of the principal of the First Step Intercompany Note as of such time. All payments made in respect of the First Step Intercompany Note shall be allocated, first, to pay accrued and unpaid interest thereon, and second, to pay the outstanding principal amount thereof. Interest on the outstanding principal amount of the First Step Intercompany Note shall accrue at a rate per annum equal to the Base Rate in effect from time to time from and including the date of issuance to but excluding the day on which it is paid in full and shall, subject to the terms and conditions hereof and thereof, be paid (x) on each Settlement Date with respect to the principal amount of the First Step Intercompany Note outstanding from time to time during the Adjusted Monthly Period immediately preceding such Settlement Date (but only to the extent SunGard Financing has funds available to make such payment) and (y) on the maturity date thereof; provided, however, that, to the maximum extent permitted by law, accrued interest on the First Step Intercompany Note which is not so paid shall be added to the principal amount of the First Step Intercompany Note. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the First Step Intercompany Note as described in Section 1.8(b). Principal of the First Step Intercompany Note not paid or prepaid pursuant to the terms thereof shall be payable on the maturity date thereof. Notwithstanding anything to the contrary contained in this Agreement, any payments to be made by SunGard Financing in respect of the First Step Intercompany Note shall be made solely from funds available to SunGard Financing that are not otherwise required to be applied or set-aside for the payment of any obligations of SunGard Financing under the Second Step Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against SunGard Financing to the extent that insufficient funds exist to make such payment.

(b) Each addition to the principal amount of the First Step Intercompany Note on any Purchase Date pursuant to Section 1.2(c) (including on the date of the initial Purchase hereunder) shall be allocated among the Sellers by the Seller Agent ratably in proportion to the Purchase Price owing to each on such Purchase Date.

(c) Anything herein to the contrary notwithstanding, SunGard Financing may not make any payment of any Purchase Price on any Purchase Date by increasing the aggregate principal amount of the First Step Intercompany Note outstanding unless after giving effect to such increase (after giving effect to all repayments thereof on or before such Purchase Date) (i) the aggregate principal amount of the First Step Intercompany Note outstanding on such Purchase Date would not exceed 25% of the aggregate Outstanding Balance of the Receivables on such Purchase Date and (ii) the Net Worth of SunGard Financing shall not be less than $74,000,000.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of the Sellers. Each Seller hereby represents and warrants to SunGard Financing, as to itself, severally and not jointly, as of the date hereof, and as of the date of each Purchase, that:

(a) Corporate Existence and Power. Such Seller (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to own its assets, to carry on its business and to execute, deliver and perform its obligations under each Transaction Document to which it is a party and (c) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

(b) Power and Authority; Due Authorization Execution and Delivery. The execution, delivery and performance by each Seller of each Transaction Document to which it is a party, and the consummation of the Transactions, is within such Seller’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of such Seller’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or require any payment to be made under (A) any Contractual Obligation to which such Seller is a party or affecting such Seller or the properties of such Seller or (B) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Seller or its property is subject; or (iii) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii)(A), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

(c) Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Seller of this Agreement or any other Transaction Document, or for the consummation of the Transactions, (b) the grant by any Seller of the Liens granted by it pursuant to the Transaction Documents, (c) the perfection or maintenance of the Liens created under the Transaction Documents (including the priority thereof) or (d) the exercise by SunGard Financing of its rights or remedies under the Transaction Documents, except for (i) filings necessary to perfect the Liens granted by the Sellers in favor of SunGard Financing, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

(d) Binding Effect. This Agreement and each other Transaction Document has been duly executed and delivered by each Seller that is party thereto. This Agreement and

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each other Transaction Document constitutes, a legal, valid and binding obligation of such Seller, enforceable against each Seller that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

(e) Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Seller, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Seller or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(f) Accuracy of Information. All information heretofore furnished by any Seller or any of their Affiliates to SunGard Financing for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by such Seller or any of their Affiliates to SunGard Financing will be, true and accurate in every material respect on the date such information is stated or certified.

(g) Good Title. At the time each Receivable of such Seller came into existence, such Seller was the legal and beneficial owner of each such Receivables and Seller Related Security with respect thereto, free and clear of any Lien, except as created by the Transaction Documents.

(h) Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase, transfer to SunGard Financing (and SunGard Financing shall acquire from the Seller) a valid and perfected first priority ownership interest in each Receivable that is the subject of such Purchase, together with the Seller Related Security and Collections with respect thereto, free and clear of any Lien, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the Uniform Commercial Code (or any comparable law) of all appropriate jurisdictions to perfect SunGard Financing’s ownership interest in the Receivables, the Seller Related Security and the Collections.

(i) Uniform Commercial Code Search; Filing Information; Location of Records. The name (as it appears in the public records of the relevant jurisdiction of organization), the Federal tax identification number, the organizational identification number, the type of organization, the jurisdiction of organization, the mailing address and the address of the location of the Records of such Seller are correctly set forth Schedule A.

(j) Lockboxes, Lockbox Accounts and Collection Accounts. The names and addresses of all Lockbox Banks and Collection Banks as of the date of this Agreement, together with the account numbers of the Lockbox Accounts and Collection Accounts at each Lockbox Bank and Collection Bank and the post office box number of each Lockbox, are listed on Schedule B.

(k) Names. Within the last five years, such Seller has not used any corporate names, trade names or assumed names other than that on the signature page of this Agreement, except as disclosed in the Perfection Certificate referred to in the Senior Credit Agreement.

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(l) Investment and Holding Company Status. Such Seller is not (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

(m) Compliance with SunGard Financial Policy. Such Seller has complied in all material respects with the SunGard Financial Policy with regard to each Receivable and the related Contract, and has not made any change to such SunGard Financial Policy, a copy of which is attached as Exhibit E hereto, except (i) those changes approved with the prior written consent of the Controlling Party, or (ii) such material changes as to which the Controlling Party has been notified in accordance with Section 5.1(a)(iii) of the Credit Agreement. Such Seller will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the SunGard Financial Policy.

(n) Equivalent Value; Good Faith Transfers. The amount of consideration being received by each of the Sellers upon the sale of the Receivables and the Seller Related Security to SunGard Financing constitutes reasonably equivalent value and fair consideration for the Receivables and the Seller Related Security. The transfers of Receivables by such Seller to SunGard Financing pursuant to this Agreement, and all other transactions between such Seller and SunGard Financing, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of such Seller.

(o) Enforceability of Contracts. Each Contract with respect to each Receivable is effective to create, and has created, a valid and legally binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(p) Eligible Receivables. Each Receivable sold by such Seller hereunder and included in the Net Receivables Balance as an Eligible Receivable on the date it came into existence was an Eligible Receivable on such date.

(q) Early Amortization Events and Potential Early Amortization Events. No Early Amortization Event or Potential Early Amortization Event has occurred and is continuing.

(r) Taxes. Except as set forth in Schedule G and except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Seller has filed all Federal and state and other tax returns and reports required to be filed, and have paid all Federal and state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those (a) which are not overdue by more than thirty (30) days or (b) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

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(s) Solvency. Immediately after the consummation of the Transactions to occur on the date hereof, such Seller is Solvent.

(t) ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that could reasonably be expected to result in a Material Adverse Effect.

(u) Intellectual Property. Each Seller owns, licenses or possesses the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, without conflict with the rights of any Person, except to the extent such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No IP Rights, advertising, product, process, method, substance, part or other material used by any Seller in the operation of its businesses as currently conducted infringes upon any rights held by any Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights, is pending or, to the knowledge of any Seller, threatened against any Seller, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(v) Disclosure. No report, financial statement, certificate or other written information furnished by or on behalf of each Seller to SunGard Financing in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information and pro forma financial information, the Sellers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.

(w) Taxes. Any taxes, fees and other governmental charges payable by each Seller in connection with the Transactions and the execution and delivery of the Transaction Documents have been paid or shall have been paid on or prior to the Closing Date and any date an Additional Seller is made party to this Agreement, except any taxes, fees and governmental charges which the failure to pay would not result in a Material Adverse Effect.

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Section 2.2 Representations and Warranties of SunGard Financing. SunGard Financing represents and warrants as follows:

(a) SunGard Financing is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and is duly qualified in good standing as a foreign limited liability company in each jurisdiction where the failure to be so qualified, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the ability of SunGard Financing to perform its obligations hereunder.

(b) The execution, delivery and performance by SunGard Financing of this Agreement, and each other Transaction Document to which SunGard Financing is to be a party, when executed and delivered by SunGard Financing (i) have been duly authorized by all necessary limited liability company action and (ii) will not (A) violate (1) SunGard Financing’s certificate of formation or limited liability company agreement, (2) any Requirement of Law applicable to SunGard Financing or (3) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which SunGard Financing is a party or by which it or any of its property is or may be bound or (B) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation of a material right or acceleration of any material payment obligations under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (ii) or this Section 2.2(b), could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of SunGard Financing to perform its obligations hereunder and (iii) will not result in the creation or imposition of any Lien except Liens created under the Transaction Documents.

(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by SunGard Financing of this Agreement, except (i) such as have been obtained or made and are in full force and effect and (ii) for such authorizations, approvals or actions the failure of which to obtain or take could not reasonably be expected to have a material adverse effect on the ability of SunGard Financing to perform its obligations hereunder.

(d) This Agreement, and each other Transaction Document to which SunGard Financing is to be a party, when executed and delivered by SunGard Financing, has been duly executed and delivered by SunGard Financing and is the legal, valid and binding obligation of SunGard Financing, enforceable in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

ARTICLE III

CONDITIONS OF PURCHASE

Section 3.1 Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is subject to the conditions precedent that (a) SunGard Financing shall

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have received on or before the date of such purchase those documents listed on Schedule C and (b) all of the conditions to the initial purchase under the Second Step Agreement and the effectiveness of the Credit Agreement shall have been satisfied or waived in accordance with the terms thereof.

Section 3.2 Conditions Precedent to all Purchases by SunGard Financing. SunGard Financing’s obligation to purchase Receivables on each Purchase Date from a Seller shall be subject to the further conditions precedent that (a) the Amortization Date shall not have occurred and (b) the representations and warranties set forth in Article II with respect to such Seller that are required to be made on such Purchase Date are true and correct on and as of such date.

Notwithstanding the foregoing, unless otherwise specified by SunGard Financing (with a copy to the Administrative Agent) in a written notice to the Seller Agent, each Purchase from a Seller shall occur automatically on each day prior to the Amortization Date, with the result that the title to all Receivables of such Seller shall vest in SunGard Financing automatically on the date each such Receivable arises and without any further action of any kind by SunGard Financing, any Seller or the Seller Agent, whether or not the conditions precedent specified above were in fact satisfied on such date and notwithstanding any delay in making payment of the Purchase Price for such Receivables (but without impairing SunGard Financing’s obligation to pay such Purchase Price in accordance with the terms hereof).

Section 3.3 Conditions Precedent to all Sales by Sellers. The obligation of each Seller to sell any Receivable generated by it on any date shall be subject to the further condition precedent that on such date no voluntary or involuntary case or proceeding is pending against such Seller or SunGard Financing under applicable Debtor Relief Laws.

ARTICLE IV

CONDITIONS TO SELLER STATUS

Section 4.1 Conditions Precedent to Seller Status. In order for a Subsidiary of SunGard Parent that is not a Seller on the date hereof to become a party to this Agreement in the capacity as a Seller, a Joinder Agreement for such Subsidiary in the form of Exhibit II hereto must have been executed by all the requisite parties thereto and have been delivered to the Administrative Agent and the Insurer.

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ARTICLE V

COVENANTS

Section 5.1 (a) Affirmative Covenants of Seller. Until the date on which this Agreement terminates in accordance with its terms, each Seller hereby covenants as set forth below:

(a) SunGard Financial Policy. Each Seller will furnish to SunGard Financing, at least thirty (30) days prior to the effectiveness of any material change in or material amendment to the SunGard Financial Policy, a copy of the SunGard Financial Policy then in effect and a notice (A) indicating such change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting SunGard Financing’s consent thereto. Seller will also promptly furnish to SunGard Financing such other information relating to the Transactions that may be requested from time to time.

(b) Notices of Material Events. Each Seller will notify SunGard Financing in writing of any of the following promptly upon learning the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(i) the occurrence of each Early Amortization Event and each Potential Early Amortization Event, by a statement of an Responsible Officer of such Seller; or

(ii) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any default or event of default under, a Contractual Obligation of any Seller, (ii) any dispute, litigation, investigation, proceeding or suspension between any Seller and any Governmental Authority, (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Seller, including pursuant to any applicable Environmental Laws or in respect of IP Rights or the assertion or occurrence of any noncompliance by any Seller with, or liability under, any Environmental Law or Environmental Permit, or (iv) the occurrence of any ERISA Event.

Each notice delivered under this Section 5.1(b) shall be accompanied by a statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

(c) Existence; Conduct of Business. Such Seller will (i) preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 5.2(g) and (ii) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except (i) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 5.2(g)

(d) Books and Records. Each Seller will (a) maintain proper books of record and account, on which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of such Seller; (b) maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or

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advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). Each Seller will give the Administrative Agent (as subassignee of SunGard Financing) notice of any material change in the administrative and operating procedures referred to in the previous sentence. Each Seller will (A) on or prior to the date hereof, mark its master data processing records and other books and records relating to the Receivables with a legend, acceptable to the Administrative Agent (as subassignee of SunGard Financing), describing the interests of the Lenders and the Insurer under the Transaction Documents and (B) upon the request of the Administrative Agent (as subassignee of SunGard Financing) (x) mark each Contract with a legend describing the interests of the Adminstrative Agent on behalf of the Lenders and the Insurer and (y) deliver to the Administrative Agent all Contracts (including, without limitation, all multiple originals of any such Contract) relating to the Receivables.

(e) Inspection/Audit Rights. Each Seller will permit representatives and independent contractors of SunGard Financing to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, independent public accountants to the extent required by and in the manner permitted by the Collection Agent Agreement.

(f) Maintenance of Records. Each Seller will (i) maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable);

(ii) give SunGard Financing notice of any material change in the administrative and operating procedures referred to in the preceding clause (i); and

(iii) maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of such Seller.

(g) Compliance with Contracts and SunGard Financial Policy. Such Seller will timely and fully (i) perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables and (ii) comply in all material respects with the SunGard Financial Policy in regard to each Receivable and the related Contract.

(h) Compliance with Laws. Such Seller will comply in all material respects with the requirements of all Laws (including Environmental Laws) and all orders, writs,

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injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

(i) Ownership. Such Seller will take all necessary action to (i) vest legal and equitable title to the Receivables, the Seller Related Security and the Collections purchased under this Agreement irrevocably in SunGard Financing, free and clear of any Liens (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the Uniform Commercial Code (or any comparable law) of all appropriate jurisdictions to perfect SunGard Financing’s interest in such Receivables, Seller Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of SunGard Financing therein as SunGard Financing may reasonably request), and (ii) establish and maintain, in favor of SunGard Financing, a valid and perfected first priority security interest in all Receivables, Seller Related Security and Collections to the full extent contemplated herein, free and clear of any Liens.

(i) Separateness. Each Seller acknowledges that it is entering into the transactions contemplated by the Transaction Documents in reliance upon SunGard Financing’s identity as a legal entity that is separate from the Sellers and their respective subsidiaries (other than SunGard Financing). In furtherance of the foregoing, such Seller shall not take any action that is inconsistent with the undertakings of SunGard Financing set forth in Section 4.1(f) of the Second Step Agreement.

(j) Collections. Such Seller will instruct all Obligors to remit all payments in respect of the Receivables into a Lockbox (either directly by wire transfer or electronic funds transfer or by check mailed to a Lockbox maintained by the relevant Collection Bank). In the event any payments relating to Receivables are remitted directly to such Seller, such Seller will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, such Seller will hold such payments in trust for the exclusive benefit of SunGard Financing.

(k) Payment of Obligations. Such Seller will pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities in respect of taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect.

(l) Use of Proceeds. No proceeds of the Purchase hereunder will be used (i) for a purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.

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Section 5.2 Negative Covenants of Sellers. Until the date on which this Agreement terminates in accordance with its terms, each Seller hereby covenants that:

(a) Name Change, Offices and Records. Such Seller will not take any action that would cause any financing statement to become “seriously misleading” under Section 9-507 of the Uniform Commercial Code or change its location as specified in Section 9-307 of the Uniform Commercial Code unless it shall have: (i) given SunGard Financing at least thirty (30) days’ prior written notice thereof and (ii) delivered to SunGard Financing all financing statements, instruments and other documents reasonably requested by SunGard Financing, the Administrative Agent or the Insurer in connection with such change or relocation.

(b) Modifications to Contracts and SunGard Financial Policy. Such Seller will not make (i) any change to the SunGard Financial Policy which would impair the collectibility of the Receivables or otherwise adversely affect the interests or remedies of SunGard Financing, the Administrative Agent, the Lenders or the Insurer, and (ii) any material change to the SunGard Financial Policy without the prior written consent of SunGard Financing. Such Seller will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the SunGard Financial Policy.

(c) Modifications to Character of Business. Such Seller will not make any change in the character of its business which would impair the collectibility of the Receivables or otherwise adversely affect the interests or remedies of SunGard Financing, SunGard Funding, the Administrative Agent, the Lenders or the Insurer in any material respect.

(d) Sales, Liens. Such Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Liens upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Seller Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lockbox or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of SunGard Financing provided for herein) other than in connection with the sale of Charged-Off Receivables and with respect to Receivables reassigned to such Seller pursuant to Section 1.3, and such Seller will defend the right, title and interest of SunGard Financing in, to and under any of the foregoing property, against all claims of third parties claiming through or under such Seller.

(e) Accounting for Purchase. Except to the extent otherwise required under generally accepted accounting principles, such Seller shall not account for or treat (whether in financial statements or otherwise) the transactions contemplated by this Agreement in any manner other than as a sale and absolute conveyance of Receivables by such Seller to SunGard Financing (except that, in accordance with applicable tax principles, each Purchase may be ignored for tax reporting purposes).

(f) Consolidation and Merger. Such Seller will not consolidate with, or merge with or into any other Person, or have any other Person merge into such Seller, if such consolidation or merger will result in an Early Amortization Event or a Potential Early Amortization Event. Further, without the prior written consent of each Funding Agent under the Receivables Purchase Agreement, such Seller shall not partake in a merger or transaction in which the Seller is not the surviving entity. The consent of the Funding Agents shall be based upon their reasonable opinion, or the reasonable opinion of their counsel, that the proposed

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merger or consolidation will not materially adversely affect the collectibility of a material portion of the Receivables or the performance of such Seller’s obligations under the Transaction Documents.

(g) Change in Payment Instructions to Obligors. Such Seller will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lockbox or Collection Account, unless the Administrative Agent shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Lockbox Bank or Collection Bank or a Lockbox or Collection Account, an executed Control Agreement with respect to the new Lockbox or Collection Account; provided, however, that the Seller Agent may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Lockbox or Collection Account. Such Seller will not credit remittances which do not constitute Collections or other proceeds of the Receivables or the Related Security to any Lockbox Account or Collection Account.

ARTICLE VI

EARLY AMORTIZATION EVENTS

Section 6.1 Early Amortization Events. The occurrence of any one or more of the following events shall constitute an Early Amortization Event:

(a) Any Seller shall fail (i) to make any payment or deposit required hereunder (or any other Transaction Document to which it is a party) when due and such failure continues for one (1) day, (ii) to perform or observe any term, covenant or agreement under Section 5.2(g) hereunder, or (iii) other than as referred to in clauses (i) and (ii) of this paragraph (a), to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and such failure shall continue for ten (10) consecutive Business Days.

(b) Any representation, warranty, certification or statement made by any Seller in this Agreement, any other Transaction Document or other document delivered pursuant hereto or thereto shall prove in any material respect to have been incorrect when made or deemed made other than any breach of a representation relating to a Receivable that has been repurchased pursuant to Section 1.3.

(c) A default shall occur in the performance of any term, provision or condition contained in the Senior Credit Agreement causing Indebtedness to become due prior to its stated maturity or declared to be due and payable or required to be prepaid prior to the date of maturity thereof, or a default shall occur in the performance of any term, provision or condition contained in any agreement under which Material Indebtedness (as defined in the Senior Credit Agreement) was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of the Seller Agent shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof; provided, however, that this

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clause (c) shall not apply to Indebtedness (to the extent secured in full) of any Seller that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness.

(d) Any Seller shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).

(e) Any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Sellers for Taxes, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy.

(f) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Seller under Title IV of ERISA in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) any Seller or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect; or

(g) Any “Early Amortization Event” under and as defined in the Second Step Agreement shall occur.

(h) Any “Early Amortization Event” under and as defined in the Credit Agreement shall occur.

Section 6.2 Remedies. Upon the occurrence and during the continuation of an Early Amortization Event, SunGard Financing may take any of the following actions: (i) declare the Amortization Date to have occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by each Seller; provided, however, that upon the occurrence of the Early Amortization Event described in Section 6.1(d), or of an actual or deemed entry of an order for relief with respect to any Seller under any Debtor Relief Law, the Amortization Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by each Seller and (ii) to the fullest extent permitted by applicable law, declare that the Default Fee shall accrue with respect to any amounts then due and owing by any Seller to SunGard Financing. The aforementioned rights and remedies shall be in addition to all other rights and remedies of SunGard Financing available under this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights

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and remedies provided under the Uniform Commercial Code to a secured party that is a buyer of accounts, all of which rights shall be cumulative.

ARTICLE VII

INDEMNIFICATION

Section 7.1 Indemnities by Sellers. Without limiting any other rights that SunGard Financing may have hereunder or under applicable law, each Seller jointly and severally hereby agrees to indemnify SunGard Financing and its officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of SunGard Financing) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by SunGard Financing of an interest in the Receivables, excluding, however:

(i) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;

(ii) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or

(iii) taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party.

Without limiting the generality of the foregoing indemnification, each Seller shall indemnify SunGard Financing and its assigns including the Administrative Agent and the Insurer for Indemnified Amounts (including, without limitation, losses in respect of uncollectible Receivables, regardless of whether reimbursement therefor would constitute recourse to such Seller) relating to or resulting from:

(i) any representation or warranty made by such Seller under or in connection with this Agreement or in any report delivered by or on behalf of such Seller pursuant hereto, which shall have been false or incorrect when made or deemed made;

(ii) the failure by such Seller, to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of such Seller to keep or perform any of its obligations, express or implied, with respect to any Contract;

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(iii) any failure of such Seller to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement;

(iv) any products liability, personal injury or damage suit, or similar claim arising out of or in connection with goods or services that are furnished pursuant to any Receivable sold by such Seller hereunder or pursuant to the related Contract;

(v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable sold by such Seller hereunder (including, without limitation, a defense based on such Receivable or the related Contract not being a valid and legally binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;

(vi) the commingling of Collections of Receivables at any time with other funds;

(vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of the Purchase, the ownership of the Receivables or any other investigation, litigation or proceeding relating to any Seller in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(ix) any failure to vest and maintain vested in SunGard Financing, or to transfer to SunGard Financing, legal and equitable title to, and ownership of, and a first priority perfected security interest in the Receivables sold by such Seller pursuant hereto, the Seller Related Security and the Collections, free and clear of any Liens; and

(x) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the Uniform Commercial Code of any applicable jurisdiction or other applicable laws with respect to any Receivable sold by such Seller pursuant hereto, the Seller Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of the Purchase or at any subsequent time.

Section 7.2 Other Costs and Expenses. Each Seller jointly and severally agrees to pay to SunGard Financing on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the

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transactions contemplated hereby and the other documents to be delivered hereunder, including, without limitation, the cost of SunGard Financing’s auditors auditing the books, records and procedures of the Sellers, reasonable fees and out-of-pocket expenses of legal counsel for SunGard Financing with respect thereto and with respect to advising SunGard Financing as to its respective rights and remedies under this Agreement.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Waivers and Amendments.

(a) No failure or delay on the part of SunGard Financing in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing signed by each Seller and SunGard Financing (with the consent of the Insurer) and with prior written notice to S&P and Moody’s.

Section 8.2 Notices. Except as provided below, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on Schedule F hereto or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address specified in this Section 8.2.

Section 8.3 Protection of Ownership Interests of SunGard Financing.

(a) Each Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that SunGard Financing may reasonably request, to perfect, protect or more fully evidence the rights of SunGard Financing in and to the Receivables, or to enable SunGard Financing to exercise and enforce their rights and remedies hereunder. At any time after the occurrence and during the continuance of an Early Amortization Event, SunGard Financing may, at the Sellers’ joint and several cost and expense, direct any Seller to notify the Obligors of Receivables of the ownership interests of SunGard Financing under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to SunGard Financing or its designee.

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(b) If any Seller fails to perform any of its obligations hereunder, SunGard Financing may (but shall not be required to) perform, or cause performance of, such obligation, and SunGard Financing’s costs and expenses incurred in connection therewith shall be payable by the Sellers as provided in Section 7.2. Each Seller irrevocably authorizes SunGard Financing at any time and from time to time in the sole discretion of SunGard Financing , and appoints SunGard Financing as its attorney(s)-in-fact, to act on behalf of such Seller (i) to execute on behalf of such Seller as debtor and to file financing statements necessary or desirable in SunGard Financing’s sole discretion to perfect and to maintain the perfection and priority of the interest of SunGard Financing in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as SunGard Financing in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of SunGard Financing’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.

Section 8.4 [Reserved].

Section 8.5 Bankruptcy Petition. Each Seller, solely in its capacity as a creditor of SunGard Financing, hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all Obligations, it will not institute against, or join any other Person in instituting against, SunGard Financing any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 8.6 CHOICE OF LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Section 8.7 CONSENT TO JURISDICTION. ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY TO THIS AGREEMENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY TRANSACTION DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH SELLER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR

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PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH SELLER PURSUANT TO THIS AGREEMENT AND EACH SELLER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF SUNGARD FINANCING TO BRING PROCEEDINGS AGAINST ANY SELLER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER AGAINST SUNGARD FINANCING OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY ANY SELLER PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

Section 8.8 WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 8.9 Integration; Binding Effect; Survival of Terms.

(a) This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller pursuant to Article II, (ii) the indemnification and payment provisions of Article VII, Section 8.5 and Section 8.12 shall be continuing and shall survive any termination of this Agreement.

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Section 8.10 Counterparts; Severability; Section References. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement that are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

Section 8.11 Consent to Assignment. Each of SunGard Parent and each Seller consents to the assignment by SunGard Financing of its right, title and interest under this Agreement to SunGard Funding (or its assigns), and to the further assignment by SunGard Funding (or its assigns) of its right, title and interest under this Agreement to any Person, including the Administrative Agent (and its assigns) and the Insuer (and its assigns).

Section 8.12 Availability of Funds. Notwithstanding anything in this Agreement to the contrary, SunGard Financing shall not have any obligation to pay any amount required to be paid by it to the Sellers hereunder in excess of any amount available to SunGard Financing after paying or making provision for the payment of its other obligations. All payment obligations of SunGard Financing hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its other obligations; and each of the Sellers agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by SunGard Financing exceeds the amount available to SunGard to pay such amount after paying or making provision for the payment of its other obligations.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

SUNGARD SCT INC., as a Seller
By:	/s/    LAWRENCE A. GROSS
Name:	Lawrence A. Gross
Title:	Assistant Vice President and Assistant Secretary
SUNGARD AVAILABILITY SERVICES LP, as a Seller
By:	/s/    LAWRENCE A. GROSS
Name:	Lawrence A. Gross
Title:	Assistant Vice President and Assistant Secretary
SUNGARD FINANCING LLC
By:	/s/    MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	President, Treasurer and Assistant Secretary

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EX-10.9

Exhibit 10.9

SUNGARD INSURED RECEIVABLES FACILITY

SECOND STEP RECEIVABLES PURCHASE AGREEMENT

DATED AS OF AUGUST 11, 2005

by and among

SUNGARD FINANCING LLC,

as Transferor,

and

SUNGARD FUNDING LLC,

as the Transferee,

SUNGARD INSURED RECEIVABLES FACILITY

SECOND STEP RECEIVABLES PURCHASE AGREEMENT

THIS SECOND STEP RECEIVABLES PURCHASE AGREEMENT, dated as of August 11, 2005, relating to the SunGard Insured Receivables Facility, is by and among SunGard Financing LLC, a Delaware limited liability company (“SunGard Financing” or the “Transferor” ), and SunGard Funding LLC, a Delaware limited liability company (together with its assigns, “SunGard Funding” or the “Transferee”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Annex A to the Insured Receivables Credit Agreement, dated as of August 11, 2005, relating to the SunGard Insured Receivables Facility, by and among SunGard Funding LLC, a Delaware limited liability company, JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders and Funding Agents parties thereto, and the Insurer, as amended or otherwise modified from time to time (the “Credit Agreement”).

PRELIMINARY STATEMENTS

SunGard Financing now owns, and from time to time hereafter will own, pursuant to the First Step Agreement, all of the right, title and interest in and to the Receivables of the Sellers thereunder (the “Receivables”), together with the Seller Related Security and Collections with respect thereto (collectively with the Receivables, the “Assets”).

SunGard Financing wishes to sell and assign SunGard Funding, and SunGard Funding wishes to purchase from SunGard Financing, all of SunGard Financing’s right, title and interest in and to the Assets and the SunGard Financing Related Security existing on the date hereof and arising from time to time until the Amortization Date. SunGard Financing and SunGard Funding intend the transaction contemplated hereby to be true sales of the Assets and the SunGard Financing Related Security, providing SunGard Funding with the full benefits of ownership, and SunGard Financing and SunGard Funding do not intend this transaction to be loans from SunGard Financing to SunGard Funding. However, if the transaction contemplated hereby are characterized as loans, SunGard Financing hereby grants to SunGard Funding a security interest in the Assets and the SunGard Financing Related Collateral.

Following each purchase of all of SunGard Financing’s right, title and interest in and to all the Assets and the SunGard Financing Related Security, SunGard Funding may pledge the Assets and the SunGard Financing Related Security to obtain credit under the Credit Agreement.

ARTICLE I

AMOUNTS AND TERMS

Section 1.1 Purchase of Receivables.

(a) Effective on the date hereof, in consideration for the Second Step Purchase Price and upon the terms and subject to the conditions set forth herein, SunGard Financing hereby sells, assigns, transfers, sets over and otherwise conveys to SunGard Funding, without

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recourse (except to the extent expressly provided herein), and SunGard Funding does hereby purchase from SunGard Financing, all of its right, title and interest in and to all of the Assets and the SunGard Financing Related Security existing as of the close of business on the Business Day immediately prior to the date hereof and all of the Assets and SunGard Financing Related Security thereafter arising through and including the Amortization Date. In accordance with the preceding sentence, on the date hereof SunGard Funding shall acquire all of SunGard Financing’s right, title and interest in and to all of the Assets and the SunGard Financing Related Security existing as of the close of business on the Business Day immediately prior to the date hereof and thereafter arising through and including the Amortization Date; provided, that, SunGard Funding shall pay the Second Step Purchase Price therefor in accordance with Section 1.2.

(b) It is the intention of the parties hereto that the Purchase of Receivables included in the Assets made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the Uniform Commercial Code), which sale is absolute and irrevocable and provides SunGard Funding with the full benefits of ownership of the Receivables. The sale of Receivables hereunder is made without recourse to SunGard Financing; provided, however, that (i) SunGard Financing shall be liable to SunGard Funding for all representations, warranties and covenants made by the Sellers under the First Step Agreement and by SunGard Financing hereunder, and (ii) such sale does not constitute and is not intended to result in an assumption by SunGard Funding or any assignee thereof of any obligation of any Seller, SunGard Financing or any other Person arising in connection with the Receivables, the related Contracts, the Seller Related Security and/or the SunGard Financing Related Security or any other obligations of Sellers or SunGard Financing. In view of the intention of the parties hereto that the Purchase of Receivables made hereunder shall constitute a sale of such Receivables rather than loans secured thereby, SunGard Financing will, on or prior to the date hereof and in accordance with Section 4.1(h), (x) indicate clearly and unambiguously in its computer files that all Receivables have been or will be conveyed to SunGard Funding pursuant to this Agreement and (y) note in its accounting records that the Receivables have been sold to SunGard Funding. Upon the request of SunGard Funding, the Transferor will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of SunGard Funding’s ownership interest in the Assets and SunGard Financing Related Security, or as SunGard Funding may reasonably request.

Section 1.2 Payment for the Purchase.

(a) The Second Step Purchase Price for each Second Step Purchase from SunGard Financing shall be the Purchase Price (net of Purchase Price Credits) payable for the related Purchase by SunGard Financing under the First Step Agreement, payable on the dates the related Purchase Price is payable by SunGard Financing.

(b) Upon the fulfillment of the conditions set forth in Article III, the Second Step Purchase Price for Receivables shall be paid by SunGard Funding or provided for (without duplication) by SunGard Funding in the manner provided in Section 1.2(c) on the date of the initial Purchase from SunGard Financing and on each Purchase Date thereafter until the Amortization Date.

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(c) The Second Step Purchase Price for Receivables shall be paid by SunGard Funding on each Purchase Date (including the initial Purchase Date) as follows:

(i) by netting the amount of any Purchase Price Credits then due to SunGard Financing against such Second Step Purchase Price;

(ii) to the extent available for such purpose (as determined by SunGard Funding), in cash; and

(iii) by means of an addition to the principal amount of the Second Step Intercompany Note in an aggregate amount up to the remaining portion of the Second Step Purchase Price (after subtraction of the amounts paid in accordance with clauses (i), (ii) and (iii) of this subsection (c)). SunGard Financing may evidence such additional principal amounts by recording the date and amount thereof on the grid attached to the Second Step Intercompany Note; provided, however, that the failure to make any such recordation or any error in such grid shall not adversely affect SunGard Financing’s rights.

(d) All amounts payable by SunGard Funding in respect of the Second Step Purchase Price of Receivables shall be paid by SunGard Funding to an account of SunGard Financing. Any such payment by SunGard Funding to or at the direction of SunGard Financing shall constitute a full and complete discharge of SunGard Funding’s liability for the amounts so paid.

Section 1.3 Reconveyance of Receivables. Simultaneously with any reconveyance of a Receivable under Section 1.3(b) of the First Step Agreement, such Receivable shall immediately and automatically be sold, assigned, transferred and reconveyed (without recourse) by SunGard Funding to SunGard Financing without any further action by SunGard Funding or any other Person.

Section 1.4 Payments and Computations, Etc.

(a) All amounts to be paid or deposited by SunGard Funding hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in immediately available funds to the account of SunGard Financing designated from time to time by SunGard Financing or as otherwise directed by SunGard Financing; provided that to the extent Collections during any Monthly Period that are available to fund the Second Step Purchase Price of Receivables sold during such period are less than the full amount of such Second Step Purchase Price, the unpaid portion thereof shall be paid or provided for on the related Settlement Date in accordance with Section 1.4(c). In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid in full; provided, however, that such Default Fee shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.

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(b) All amounts due to SunGard Financing from SunGard Funding once received shall be applied in the following order of payment during each Monthly Period:

(i) first, to pay any amounts payable pursuant to 1.2(c)(ii); and

(ii) second, to make payments of interest on, and then principal of the Second Step Intercompany Note in accordance with Section 1.8 and the Second Step Intercompany Note.

(c) On each Settlement Date:

(i) SunGard Financing shall determine the aggregate Second Step Purchase Price (the “Aggregate Second Step Purchase Price”) for all Assets conveyed by SunGard Financing to SunGard Funding during the preceding Monthly Period or, in the case of the Amortization Date, during the period from the end of the preceding Monthly Period to the Amortization Date (each such period, a “Adjusted Monthly Period”); provided, that the final Adjusted Monthly Period shall commence on the day following the most recently ended Adjusted Monthly Period and shall end on the Amortization Date;

(ii) if on any Settlement Date, the Aggregate Second Step Purchase Price for the related Adjusted Monthly Period minus the aggregate amount of Second Step Purchase Price Credits for such Adjusted Monthly Period (such difference, the “Modified Aggregate Second Step Purchase Price”) exceeds the amount of cash payments received by SunGard Financing as provided herein for such Adjusted Monthly Period (such amount, the “Cash Payments”), SunGard Financing shall, subject to the terms of this Agreement and to the extent it has not already done so, record such excess as an increase in the principal amount outstanding under the Second Step Intercompany Note (subject to the limitation set forth in Section 1.8(c)), and if any excess remains after giving effect to the permissible increase in the principal amount of the Second Step Intercompany Note, SunGard Financing may declare the Amortization Date to have occurred by delivering notice to that effect to SunGard Funding and the Administrative Agent; and

(iii) if on any Settlement Date, the Cash Payments for the related Adjusted Monthly Period exceed the Modified Aggregate Second Step Purchase Price for such Adjusted Monthly Period, SunGard Financing shall, subject to the terms of this Agreement, record the application of that excess, (x) first, to the payment of any unpaid and accrued interest on the Second Step Intercompany Note, (y) second, as a reduction in the principal amount of the Second Step Intercompany Note, and, (z) third, to the payment of any remaining excess to SunGard Funding.

Section 1.5 Transfer of Records.

(a) In connection with the Purchase of Receivables hereunder, SunGard Financing hereby sells, transfers, assigns and otherwise conveys to SunGard Funding all of

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SunGard Financing’s right and title to and interest in the Records relating to all Receivables sold hereunder, without the need for any further documentation in connection with the Purchase. In connection with such transfer, SunGard Financing hereby grants to SunGard Funding an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by SunGard Financing to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by SunGard Financing or is owned by others and used by SunGard Financing under license agreements with respect thereto, provided that should the consent of any licensor of SunGard Financing to such grant of the license described herein be required, SunGard Financing hereby agrees that upon the request of SunGard Funding, SunGard Financing will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.

(b) SunGard Financing (i) shall take such action requested by SunGard Funding, from time to time hereafter, that may be necessary or appropriate to ensure that SunGard Funding have an enforceable ownership interest in the Records (and is able to grant a perfected first priority security interest) relating to the Receivables purchased from SunGard Financing hereunder, and (ii) shall use its reasonable efforts to ensure that SunGard Funding, the Administrative Agent and the Collection Agent each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Receivables and/or to recreate such Records.

Section 1.6 Characterization. This agreement constitutes a “security agreement” as defined in the Uniform Commercial Code that the parties intend provides for the “security interest” of a buyer of accounts under the Uniform Commercial Code. If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale by SunGard Financing to SunGard Funding of Receivables hereunder shall be characterized as a loan by SunGard Financing to SunGard Funding and not a true sale of accounts or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement in respect of such loan under the Uniform Commercial Code and other applicable law. For this purpose and without being in derogation of the parties’ intention that the transactions hereunder shall constitute a true sale of the Assets and the SunGard Financing Security, SunGard Financing hereby grants to SunGard Funding a security interest in all of SunGard Financing’s right, title and interest in, to and under all Assets existing and hereafter arising and all Records with respect thereto, and all proceeds of the foregoing, and the SunGard Financing Related Security to secure such loan, which security interest shall be prior to all other Liens. After the occurrence of an Early Amortization Event, SunGard Funding and its assigns shall have, in addition to the rights and remedies specified in this Agreement, all other rights and remedies provided to a secured party after default in a transaction which is a sale of accounts under the Uniform Commercial Code and other applicable law, which rights and remedies shall be cumulative.

Section 1.7 No Repurchase. Except to the extent expressly set forth herein, SunGard Financing shall not have any right or obligation under this Agreement, by implication or otherwise, to repurchase from SunGard Funding any Receivables or to rescind or otherwise retroactively affect any Purchase of any Receivable after it is sold to SunGard Funding hereunder.

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Section 1.8 Second Step Intercompany Note.

(a) On the date of the initial Purchase, SunGard Funding shall issue to SunGard Financing, for its account, a note substantially in the form of Exhibit I (as amended, supplemented or otherwise modified from time to time, the “Second Step Intercompany Note”). The aggregate principal amount of the Second Step Intercompany Note at any time shall be equal to the difference between (i) the aggregate principal amount on the issuance thereof and each addition to the principal amount of the Second Step Intercompany Note with respect to SunGard Financing pursuant to the terms of Section 1.2(c)(iii) and Section 1.4 as of such time, minus (ii) the aggregate amount of all payments made in respect of the principal of the Second Step Intercompany Note as of such time. All payments made in respect of the Second Step Intercompany Note shall be allocated, first, to pay accrued and unpaid interest thereon, and second, to pay the outstanding principal amount thereof. Interest on the outstanding principal amount of the Second Step Intercompany Note shall accrue at a rate per annum equal to the Base Rate in effect from time to time from and including the date of issuance to but excluding the day on which it is paid in full and shall, subject to the terms and conditions hereof and thereof, be paid (x) on each Settlement Date with respect to the principal amount of the Second Step Intercompany Note outstanding from time to time during the Adjusted Monthly Period immediately preceding such Settlement Date (but only to the extent SunGard Funding has funds available to make such payment) and (y) on the maturity date thereof; provided, however, that, to the maximum extent permitted by law, accrued interest on the Second Step Intercompany Note which is not so paid shall be added to the principal amount of the Second Step Intercompany Note. Principal of the Second Step Intercompany Note not paid or prepaid pursuant to the terms thereof shall be payable on the maturity date thereof. Notwithstanding anything to the contrary contained in this Agreement, any payments to be made by SunGard Funding in respect of the Second Step Intercompany Note shall be made solely from funds available to SunGard Funding that are not otherwise required to be applied or set-aside for the payment of any obligations of SunGard Funding under the Second Step Agreement, shall be non-recourse and shall not constitute a claim against SunGard Funding to the extent that insufficient funds exist to make such payment.

(b) Anything herein to the contrary notwithstanding, SunGard Funding may not make any payment of any Second Step Purchase Price on any Purchase Date by increasing the aggregate principal amount of the Second Step Intercompany Note outstanding unless the aggregate principal amount of the Second Step Intercompany Note outstanding on such Purchase Date (after giving effect to all repayments thereof on or before such Purchase Date) would not exceed 25% of the aggregate Outstanding Balance of the Receivables on such Purchase Date.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of SunGard Financing. SunGard Financing hereby represents and warrants to SunGard Funding, as of the date hereof, and as of the date of each incremental Purchase, and with respect to the other representations and warranties set forth in this Section 2.1, as of the date such Receivables are purchased hereunder, that:

(a) Corporate Existence and Power. SunGard Financing (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to own its assets, to carry on its business as now conducted and as proposed to be conducted and to execute, deliver and perform its obligations under each Transaction Document to which it is a party and (c) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is to do business in, and is in good standing in, every jurisdiction where such qualification is required.

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(b) Power and Authority; Due Authorization Execution and Delivery. The execution, delivery and performance by SunGard Financing of the Transaction Documents to which it is a party have been duly authorized by all necessary corporate action or other action and, if required, stockholder action. This Agreement has been duly executed and delivered by SunGard Financing and constitutes, and each other Transaction Document to which SunGard Financing is to be a party, when executed and delivered by SunGard Financing, will constitute, a valid and legally binding obligation of SunGard Financing, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(c) Governmental Approvals, No Conflict. The execution and delivery by SunGard Financing of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect security interests created under the Transaction Documents, (ii) do not contravene or violate, as the case may be, its certificate of incorporation or by-laws, or its certificate of formation or limited liability company agreement; (iii) do not require compliance with any bulk sales act or similar law, (iv) will not violate any Requirement of Law applicable to SunGard Financing except to the extent such violations, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (v) will not violate or result in a default under any material indenture or other material agreement or instrument binding upon SunGard Financing or any of their respective assets, or give rise to a right thereunder to require any payment to be made by SunGard Financing or give rise to a right of, or result in, termination, cancellation or acceleration of any material obligation thereunder, and (vi) will not result in the creation or imposition of any Lien on any asset of SunGard Financing except Liens created under the Transaction Documents.

(d) Actions, Suits. There are no actions, suits or proceedings pending, or to SunGard Financing’s knowledge, probable of assertion, against or affecting SunGard Financing, or any of its properties, in or before any court, arbitrator or other body, that question the validity of the Transactions or could reasonably be expected to have a Material Adverse Effect. SunGard Financing is not in default with respect to any order of any court, arbitrator or governmental body.

(e) Accuracy of Information. All information heretofore furnished by SunGard Financing or any of its Affiliates to SunGard Funding for purposes of or in connection

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with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by SunGard Financing or any of its Affiliates to SunGard Funding will be, true and accurate in every material respect on the date such information is stated or certified.

(f) Good Title. At the time each Receivable of SunGard Financing is transferred to SunGard Funding, SunGard Financing was the legal and beneficial owner of each such Receivables, Related Security and Collections with respect thereto, free and clear of any Lien, except as created by the Transaction Documents.

(g) Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase, transfer to the SunGard Funding (and the SunGard Funding shall acquire from SunGard Financing) a valid and perfected first priority ownership interest in each Receivable that is the subject of such Purchase, together with the Related Security and Collections with respect thereto, free and clear of any Lien, except as created by the Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the Uniform Commercial Code (or any comparable law) of all appropriate jurisdictions to perfect the SunGard Funding’s ownership interest in the Receivables, the Related Security and the Collections.

(h) Uniform Commercial Code Search; Filing Information; Location of Records. The name (as it appears in the public records of the relevant jurisdiction of organization), the Federal tax identification number, the organizational identification number, the type of organization, the jurisdiction of organization, the mailing address and the address of the location of the Records of SunGard Financing are correctly set forth Schedule B.

(i) Lockboxes, Lockbox Accounts and Collection Accounts. The names and addresses of all Lockbox Banks and Collection Banks as of the date of this Agreement, together with the account numbers of the Lockbox Accounts and Collection Accounts at each Lockbox Bank and Collection Bank and the post office box number of each Lockbox, are listed on Schedule C.

(j) Names. Within the last five years, SunGard Financing has not used any corporate names, trade names or assumed names other than that on the signature page of this Agreement.

(k) Ownership of SunGard Funding. SunGard Financing owns, directly or indirectly, 100% of membership interests in SunGard Funding, free and clear of any Lien.

(l) Investment and Holding Company Status. SunGard Financing is not (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

(m) Equivalent Value; Good Faith Transfers. The amount of consideration being received by SunGard Financing upon the sale of the Receivables, the Seller Related Security and the SunGard Financing Related Security to SunGard Funding constitutes reasonably equivalent value and fair consideration for the Receivables, the Seller Related Security and the

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SunGard Financing Related Security. The transfers of Receivables by SunGard Financing to SunGard Funding pursuant to this Agreement, and all other transactions between SunGard Financing and SunGard Funding, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of SunGard Financing.

(n) Early Amortization Event and Potential Early Amortization Event. No Early Amortization Event or Potential Early Amortization Event has occurred and is continuing.

(o) Taxes. SunGard Financing has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which SunGard Financing has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

(p) Solvency. Immediately after the consummation of the Transactions to occur on the date hereof, SunGard Financing is Solvent.

(q) Employees. SunGard Financing has no employees.

(r) Uniform Commercial Code Article 9 Representation. (i) Creation. This Agreement creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Receivables, the Collections and the Seller Related Security in favor of SunGard Funding, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Transferor.

(ii) Accounts. The Receivables, Collections and Related Security constitute either “accounts”, “general intangibles” or “deposit accounts” within the meaning of the Uniform Commercial Code.

(iii) Title. The Transferor owns and has good and marketable title to the Receivables, Collections and Seller Related Security free and clear of any Lien, claim or encumbrance of any Person.

(iv) Perfection. The Transferor has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables, Collections and Related Security granted to SunGard Funding hereunder to the extent that they constitute “accounts” or “general intangibles”. The Transferor has delivered to the Administrative Agent a fully executed agreement pursuant to which the banks maintaining the Lockboxes, the Lockbox Accounts and the Collection Accounts have agreed to comply with all instructions originated by the Administrative Agent directing disposition of the funds in the Lockboxes, Lockbox Accounts and Collection Accounts without further consent by the Transferor. The Lockboxes, the Lockbox Accounts and the Collection Account are not in the name of any Person other than SunGard Financing. SunGard financing has not consented to any such bank maintaining the Lockboxes, the Lockbox Accounts or the Collection Account to comply with instructions of any Person other than the Administrative Agent.

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(v) Priority. Other than the security interest granted to SunGard Funding hereunder, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables, Collections or Seller Related Security. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of collateral covering the Receivables, the Collections or the Seller Related Security other than any financing statement relating to the security interest granted to SunGard Funding hereunder or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor.

(vi) This clause (r) is not waivable.

Section 2.2 Representations and Warranties of SunGard Funding. SunGard Funding represents and warrants as follows:

(a) SunGard Funding is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and is duly in good standing as a foreign limited liability company in each jurisdiction where the failure to be so qualified, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the ability of SunGard Funding to perform its obligations hereunder.

(b) The execution, delivery and performance by SunGard Funding of this Agreement, and each other Transaction Document to which SunGard Funding is to be a party, when executed and delivered by SunGard Funding (i) have been duly authorized by all necessary limited liability company action and (ii) will not (A) violate (1) SunGard Funding’s certificate of formation or limited liability company agreement, (2) any Requirement of Law applicable to SunGard Funding or (3) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which SunGard Funding is a party or by which it or any of its property is or may be bound or (B) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation of a material right or acceleration of any material payment obligations under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (ii) or this Section 2.2(b), could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of SunGard Funding to perform its obligations hereunder and (iii) will not result in the creation or imposition of any Lien except Liens created under the Transaction Documents.

(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by SunGard Funding of this Agreement, except (i) such as have been obtained or made and are in full force and effect and (ii) for such authorizations, approvals or actions the failure of which to obtain or take could not reasonably be expected to have a material adverse effect on the ability of SunGard Funding to perform its obligations hereunder.

(d) This Agreement, and each other Transaction Document to which SunGard Funding is to be a party, when executed and delivered by SunGard Funding, has been duly

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executed and delivered by SunGard Funding and is the legal, valid and binding obligation of SunGard Funding, enforceable in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

ARTICLE III

CONDITIONS OF PURCHASE

Section 3.1 Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is subject to the conditions precedent that (a) SunGard Funding shall have received on or before the date of such purchase those documents listed on Schedule D and (b) all of the conditions to the initial purchase under the First Step Agreement and to the effectiveness of the Credit Agreement shall have been satisfied or waived in accordance with the terms thereof.

Section 3.2 Conditions Precedent to all Purchases by SunGard Funding. SunGard Funding’s obligation to purchase Receivables on each Purchase Date from SunGard Financing shall be subject to the further conditions precedent that (a) the Amortization Date shall not have occurred and (b) the representations and warranties set forth in Article II with respect to SunGard Financing that are required to be made on such Purchase Date are true and correct on and as of such date.

Notwithstanding the foregoing, unless otherwise specified by SunGard Funding (with a copy to the Administrative Agent) in a written notice to SunGard Financing, each Purchase from SunGard Financing shall occur automatically on each day prior to the Amortization Date, with the result that the title to all Receivables of SunGard Financing shall vest in SunGard Funding automatically on the date each such Receivable arises and without any further action of any kind by SunGard Funding or SunGard Financing, whether or not the conditions precedent specified above were in fact satisfied on such date and notwithstanding any delay in making payment of the Second Step Purchase Price for such Receivables (but without impairing SunGard Funding’s obligation to pay such Second Step Purchase Price in accordance with the terms hereof).

Section 3.3 Conditions Precedent to all Sales by SunGard Financing. The obligation of SunGard Financing to sell any Receivable owned by it on any date shall be subject to the further condition precedent that on such date no voluntary or involuntary case or proceeding is pending against SunGard Financing or SunGard Funding under any Debtor Relief Law.

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ARTICLE IV

COVENANTS

Section 4.1 Affirmative Covenants of SunGard Financing. Until the date on which this Agreement terminates in accordance with its terms, SunGard Financing hereby covenants as set forth below:

(a) Financial Statements. SunGard Financing will deliver to SunGard Funding, the Administrative Agent and the Insurer:

(i) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of SunGard Parent beginning with the 2005 fiscal year, a consolidated balance sheet of SunGard Parent and its consolidated Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of PriceWaterhouseCoopers or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(ii) as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of SunGard Parent, a consolidated balance sheet of SunGard Parent and its consolidated Subsidiaries as at the end of such fiscal quarter, and the related (x) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (y) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of SunGard Parent as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of SunGard Parent and its consolidated Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

(iii) within 90 days after the end of each fiscal year of SunGard Financing, its balance sheet and statements of income, retained earnings, stockholders’ equity and cash flows as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all certified by the appropriate Responsible Officer thereof as presenting fairly in all material respects the financial condition and results of operations thereof on a stand-alone basis in accordance with GAAP consistently applied (other than the absence of footnotes);

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(iv) with respect to each Monthly Period, SunGard Financing shall deliver Monthly Reports and other reports not later than the Determination Date next following the end of such Monthly Period;

(v) promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than the Administrative Agent, the Conduit Lenders, or the Insurer copies of the same; and

(vi) at least thirty (30) days prior to the effectiveness of any material change in or material amendment to the SunGard Financial Policy, a copy of the SunGard Financial Policy then in effect and a notice (A) indicating such change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting the Controlling Party’s consent thereto.

(b) Certificates; Other Information. SunGard Financing will deliver to the Administrative Agent for prompt further distribution to each Lender and the Insurer:

(i) no later than five (5) days after the delivery of the financial statements referred to in Section 4.1(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of SunGard Financing;

(ii) together with the delivery of each Compliance Certificate pursuant to Section 4.1(b)(i), a report setting forth the information required by Section 2.03(c) of the Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report); and

(iii) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Borrower Party, or compliance with the terms of the Transaction Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

(c) Notices. SunGard Financing, promptly after obtaining knowledge thereof, will notify SunGard Funding, the Administrative Agent and the Insurer:

(i) of the occurrence of any Early Amortization Event;

(ii) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any default or event of default under, a Contractual Obligation of any Borrower Party, (ii) any dispute, litigation, investigation, proceeding or suspension between any Borrower Party and any Governmental Authority, (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Borrower Party; and

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(iii) of any cessation of the sale of Receivables under the First Step Agreement.

Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of SunGard Funding (x) stating that such notice is being delivered pursuant to Section 4.1(c)(i), (ii) or (iii) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action SunGard Financing has taken and proposes to take with respect thereto.

(d) Payment of Obligations. SunGard Financing will pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities in respect of taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect.

(e) Information Regarding Collateral. SunGard Financing will furnish to SunGard Funding prompt written notice of any change (i) in SunGard Financing’s or any Seller’s corporate name, (ii) in the jurisdiction of incorporation or organization of SunGard Financing or any Seller or (iii) in any SunGard Financing’s or Seller’s organizational identification number. Before any such change becomes effective, SunGard Financing will cause all filings under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral (as defined in the Security Agreement).

(f) Lenders’ Reliance. SunGard Financing acknowledges that the Lenders and the Insurer are entering into the transactions contemplated by the Credit Agreement in reliance upon SunGard Financing’s identity as a legal entities separate from SunGard Parent and the Sellers. Therefore, from and after the date of execution and delivery of this Agreement, SunGard Financing shall take all reasonable steps, including, without limitation, all steps that SunGard Funding or the Insurer may from time to time reasonably request, to maintain its identity as a separate legal entity and to make it manifest to third parties that it is an entity with assets and liabilities distinct from those of SunGard Parent and the Sellers and not just a division of SunGard Parent or any Seller. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, SunGard Financing will:

(i) conduct its own business in its own name and require that all of its full-time employees, if any, identify themselves as such and not as its employees of SunGard Parent ort any Seller (including by means of providing appropriate employees with business or identification cards identifying such employees as SunGard Financing’s employees);

(ii) compensate all employees, consultants and agents directly, from SunGard Financing’s own funds, for services provided to it by such employees, consultants and agents and, to the extent any employee, consultant or agent of SunGard Financing is also an employee, consultant or agent of SunGard Parent or any Seller or, allocate the compensation of such employee, consultant or agent between SunGard Financing on one

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hand, and SunGard Parent and the Sellers, on the other hand, on a basis that reflects the services rendered to such Persons;

(iii) clearly identify its offices (by signage or otherwise) as its offices and, if such office is located in the offices of SunGard Parent or any Affiliate thereof, such Finance Subsidiary shall lease such office at a fair market rent;

(iv) have a separate telephone number, which will be answered only in its name and separate stationery, invoices and checks in its own name;

(v) conduct all transactions with SunGard Parent, each Seller and each Affiliate thereof (including, without limitation, any delegation of its obligations as Collection Agent) strictly on an arm’s-length basis, allocate all overhead expenses (including, without limitation, telephone and other utility charges) for items shared between such Finance Subsidiary on one hand, and SunGard Parent, the Sellers and such Affiliate, on the other hand, on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use;

(vi) at all times have a Board of Directors consisting of three members, at least one member of which is an Independent Director;

(vii) observe all corporate formalities as a distinct entity, and ensure that all corporate actions relating to (A) the selection, maintenance or replacement of the Independent Director, (B) the dissolution or liquidation of such Financing Subsidiary or (C) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving such Finance Subsidiary, are duly authorized by unanimous vote of its Board of Directors (including the Independent Director) of SunGard Financing;

(viii) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization and take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business.

(ix) maintain its books and records separate from those of SunGard Parent, the Sellers and any other Affiliate thereof and otherwise readily identifiable as its own assets rather than assets of SunGard Parent, the Sellers or such other Affiliate;

(x) prepare its financial statements separately from those of SunGard Parent, the Sellers or any other Affiliate thereof and insure that any consolidated financial statements of SunGard Parent, the Sellers or

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such Affiliate that include such Financing Subsidiary and that are filed with the Securities and Exchange Commission or any other governmental agency have notes clearly stating that such Finance Subsidiary is a separate corporate entity and that its assets are not available to satisfy the claims of creditors of SunGard Parent and the Sellers;

(xi) except as herein specifically otherwise provided, maintain the funds or other assets of such Finance Subsidiary separate from, and not commingled with, those of SunGard Parent, the Sellers, or any other Affiliate thereof and only maintain bank accounts or other depository accounts to which SunGard Financing alone is the account party, into which SunGard Financing alone makes deposits and from which SunGard Financing alone (or the Administrative Agent in accordance with a Control Agreement) has the power to make withdrawals;

(xii) pay all of SunGard Financing’s operating expenses from its own assets (except for certain payments by SunGard Parent or other Affiliates pursuant to allocation arrangements that comply with the requirements of this Section;

(xiii) Pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities in respect of taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect;

(xiv) operate its business and activities such that: it does not engage in any business or activity of any kind, or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking, other than the transactions contemplated and authorized by this Agreement and the other Transaction Documents; and does not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than (1) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (2) the incurrence of obligations under this Agreement, (3) the incurrence of obligations, as expressly contemplated in the First Step Agreement, to make payment to SunGard Parent or the Sellers, as the case may be, thereunder for the purchase of Receivables from the Sellers, and (4) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated by this Agreement;

(xv) maintain its organizational documents in conformity with this Agreement, such that it does not amend, restate, supplement or otherwise modify its certificate of formation or limited liability company agreement

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in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents;

(xvi) maintain the effectiveness of, and continue to perform under, the First Step Agreement, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the First Step Agreement, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the First Step Agreement or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the SunGard Funding;

(xvii) not make any Restricted Payment that would result in an Early Amortization Event; and

(xviii) take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinion issued by Simpson Thacher & Bartlett LLP, as counsel for the Borrower Parties, in connection with the closing or future Borrowing under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material respects at all times.

(g) Compliance with Laws. SunGard Financing will comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

(h) Books and Records. SunGard Financing will (a) maintain proper books of record and account, on which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving its assets and business; (b) maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). SunGard Financing will give SunGard Funding and the Insurer notice of any material change in the administrative and operating procedures referred to in the previous sentence. SunGard Financing will (A) on or prior to the date hereof, mark its master data processing records and other books and records relating to the Receivables with a legend, acceptable to SunGard Funding and the Insurer, describing the interests of the Lenders and the Insurer under the Transaction Documents and (B) upon the request of SunGard Funding and the Insurer (x) mark each Contract with a legend describing the interests of the Administrative Agent on behalf of the Lenders and the Insurer and (y) deliver to the Administrative Agent all Contracts (including, without limitation, all multiple originals of any such Contract) relating to the Receivables.

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(i) Inspection/Audit Rights. SunGard Financing will permit representatives and independent contractors of SunGard Funding and its designees to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants to the extent required by and in the manner permitted by the Collection Agent Agreement.

(j) Compliance with SunGard Financial Policy. SunGard Financing shall comply in all respects with the SunGard Financial Policy.

(k) Ownership. SunGard Financing will take all necessary action to (i) vest legal and equitable title to the Receivables, the Related Security and the Collections purchased under the First Step Agreement irrevocably in SunGard Funding, free and clear of any Liens other than Liens in favor of the Administrative Agent, the Lenders and the Insurer (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the Uniform Commercial Code (or any comparable law) of all appropriate jurisdictions to perfect SunGard Financing’s interest in such Receivables, Seller Related Security, Collections and SunGard Financing Related Security, and such other action to perfect, protect or more fully evidence the interest of SunGard Funding as SunGard Funding may reasonably request).

(l) Performance and Enforcement of First Step Agreement. SunGard Financing will perform each of its obligations and undertakings under and pursuant to the First Step Agreement, will purchase Receivables thereunder in strict compliance with the terms thereof and will vigorously enforce the rights and remedies accorded to them under the First Step Agreement. SunGard Financing will take all actions to perfect and enforce its rights and interests (and the rights and interests of SunGard Funding) under the First Step Agreements as SunGard Funding may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the First Step Agreement.

(m) Insurance. SunGard Financing at its own expense will maintain, with financially sound and reputable insurance companies, (a) insurance in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required to be maintained pursuant to the Transaction Documents. SunGard Financing will furnish to SunGard Funding, information in reasonable detail as to the insurance so maintained.

(n) Payment to Sellers. With respect to any Receivable purchased by SunGard Financing from the Sellers, such sale shall be effected under, and in strict compliance with the terms of, the First Step Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to the Sellers in respect of the Purchase Price for such Receivable. With respect to any Receivable purchased by SunGard Funding from SunGard Financing, such sale shall be effected under, and in strict compliance with the terms of, the Second Step Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to SunGard Financing in respect of the Purchase Price for such Receivable.

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(o) Further Assurances and Post-Closing Conditions. Promptly upon reasonable request by the Administrative Agent (a) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of the Security Agreement or other document or instrument relating to any Collateral, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Security Agreement.

(p) Replacement of Policy. SunGard Financing agrees use reasonable commercial efforts to replace the Policy at the direction of SunGard Funding, but SunGard Financing will not be obligated to enter into any such replacement policy that would be materially more expensive to SunGard Financing (expressed as a percentage of the Facility Limit, even if coverage is less) or materially more restrictive than the Policy.

(q) Enforcement of First Step Agreement. SunGard Financing will, and will require each Seller to, perform each of their respective obligations and undertakings under and pursuant to the First Step Agreement, will purchase Receivables thereunder in strict compliance with the terms thereof and will vigorously enforce the rights and remedies accorded to SunGard Financing under the First Step Agreement. SunGard Financing will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Administrative Agent as subassignee of SunGard Financing) under this Agreement as the Controlling Party may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in this Agreement.

(r) Collections. SunGard Financing will cause all Collections in each Lockbox Account to be remitted daily to a Collection Account. In the event any payments relating to Receivables are remitted directly SunGard Financing, SunGard Financing will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, such Seller will hold such payments in trust for the exclusive benefit of SunGard Funding (and its assigns).

(s) Net Worth. SunGard Financing will maintain a Net Worth on a consolidated basis of at least the greater of (i) $74,000,000, and (ii) and 3% of its assets as of the last day of any Monthly Period.

Section 4.2 Negative Covenants of SunGard Financing. Until the date on which this Agreement terminates in accordance with its terms, SunGard Financing hereby covenants that:

(a) Sales, Liens. SunGard Financing will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Liens upon (including, without limitation, the filing of any financing statement) or with

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respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lockbox, Lockbox Account or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Administrative Agent, the Lenders and the Insurer provided for herein) other than in connection with the sale of Charged-Off Receivables, and SunGard Financing will defend the right, title and interest of SunGard Funding (and its assigns) in, to and under any of the foregoing property, against all claims of third parties claiming through or under SunGard Financing.

(b) Investments. SunGard Financing will not make or hold any Investments, except as contemplated under the Loan Agreements.

(c) Indebtedness. SunGard Financing will not create, incur, assume or suffer to exist any Indebtedness except as contemplated under the Loan Agreements.

(d) Fundamental Changes. SunGard Financing will maintain its corporate separateness and will not merge or consolidate with or into any other Person, and will not have any Subsidiaries (other than SunGard Funding, which shall be a wholly-owed Subsidiary, free and clear of all Liens except those created under the Security Agreement).

(e) Change in Nature of Business. SunGard Financing will not make any change in the character of its business which would impair the collectibility of the Receivables or otherwise adversely affect the interests or remedies of the Lenders or Insurer.

(f) Use of Proceeds. SunGard Financing will not use the proceeds of any Borrowing, whether directly or indirectly, in a manner inconsistent with the uses set forth in the preliminary statements to this Agreement.

(g) Accounting Changes. SunGard Financing will not make any change in fiscal year.

(h) Name Change, Offices and Records. SunGard Financing will not take any action that would cause any financing statement to become “seriously misleading” under Section 9-507 of the Uniform Commercial Code or change its location as specified in Section 9-307 of the Uniform Commercial Code unless SunGard Financing shall have: (i) given SunGard Funding (and its assigns) at least thirty (30) days’ prior written notice thereof and (ii) delivered to SunGard Funding (and its assigns) all financing statements, instruments and other documents requested by the Administrative Agent in connection with such change or relocation.

(i) Change in Payment Instructions to Obligors. SunGard Financing will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lockbox, Lockbox Account or Collection Account, unless the Administrative Agent shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Lockbox Bank or Collection Bank or a Lockbox, Lockbox Account or Collection Account, an executed Control Agreement with respect to the new Lockbox, Lockbox Account or Collection Account; provided, however, that the Collection Agent may make changes in instructions to Obligors regarding payments if such new instructions

21

require such Obligor to make payments to another existing Lockbox, Lockbox Account or Collection Account. SunGard Funding will not credit remittances which do not constitute Collections or other proceeds of the Receivables or the Related Security to any Lockbox Account or Collection Account.

(j) Modifications to Contracts and SunGard Financial Policy. SunGard Financing will not make (i) any change to the SunGard Financial Policy which would impair the collectibility of the Receivables or otherwise adversely affect the interests or remedies of the Lenders or Insurer, and (ii) any change to the SunGard Financial Policy without the prior written consent of SunGard Funding. SunGard Financing will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the SunGard Financial Policy.

(k) No Designation of “Amortization Date”. SunGard Financing will not declare an “Early Amortization Event” (as defined in and under each of the Receivables Purchase Agreements), or send any written notice to any Seller in respect thereof, without the prior written consent of SunGard Funding (or its assigns), except with respect to the occurrence of an Insolvency Event.

(l) Organization Documents. Neither Financing Subsidiary shall amend its Organization Documents without the prior written consent of all of Administrative Agent and the Insurer.

(m) Certain Amendments. SunGard Funding shall not amend its Organization Documents or any Transaction Document to which it is party, without the prior written consent of SunGard Funding.

EARLY AMORTIZATION EVENTS

Section 4.3 Early Amortization Events. The occurrence of any one or more of the following events shall constitute an Early Amortization Event:

(a) SunGard Financing shall fail (i) to make any payment or deposit required hereunder (or any other Transaction Document to which it is a party) when due and such failure continues for one (1) day, (ii) to perform or observe any term, covenant or agreement under Section 4.2(f) hereunder, or (iii) other than as set forth in clauses (i) and (ii) of this Section 4.3(a), to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and such failure shall continue for ten (10) consecutive Business Days.

(b) Any representation, warranty, certification or statement made by SunGard Financing in this Agreement, any other Transaction Document or other document delivered pursuant hereto or thereto shall prove in any material respect to have been incorrect when made or deemed made other than any breach of a representation relating to a Receivable that has been repurchased pursuant to Section 1.3.

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(c) A default shall occur in the performance of any term, provision or condition contained in the Senior Credit Agreement causing Indebtedness to become due prior to its stated maturity or declared to be due and payable or required to be prepaid prior to the date of maturity thereof, or a default shall occur in the performance of any term, provision or condition contained in any agreement under which Material Indebtedness (as defined in the Senior Credit Agreement) was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of the Collection Agent shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.

(d) SunGard Financing shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against SunGard Financing seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) SunGard Financing shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).

(e) An “Early Amortization Event” under and as defined in the First Step Agreement shall occur.

(f) An “Early Amortization Event” under and as defined in the Credit Agreement shall occur.

Section 4.4 Remedies. Upon the occurrence and during the continuation of an Early Amortization Event, SunGard Funding may take any of the following actions: (i) declare the Amortization Date to have occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by SunGard Financing; provided, however, that upon the occurrence of the Early Amortization Event described in Section 5.1(d), or of an actual or deemed entry of an order for relief with respect to SunGard Financing under any Debtor Relief Law, the Amortization Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by SunGard Financing and (ii) to the fullest extent permitted by applicable law, declare that the Default Fee shall accrue with respect to any amounts then due and owing by SunGard Financing to SunGard Funding. The aforementioned rights and remedies shall be in addition to all other rights and remedies of SunGard Funding and its assigns available under this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the Uniform Commercial Code to a secured party that is a buyer of accounts, all of which rights shall be cumulative.

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ARTICLE V

INDEMNIFICATION

Section 5.1 Indemnities by SunGard Financing. Without limiting any other rights that SunGard Funding may have hereunder or under applicable law, SunGard Financing agrees to indemnify SunGard Funding and its assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of SunGard Funding) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by SunGard Funding of an interest in the Receivables, excluding, however:

(i) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;

(ii) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or

(iii) taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party.

Without limiting the generality of the foregoing indemnification, SunGard Financing shall indemnify SunGard Funding for Indemnified Amounts (including, without limitation, losses in respect of uncollectible Receivables, regardless of whether reimbursement therefor would constitute recourse to SunGard Financing) relating to or resulting from:

(i) any representation or warranty made by SunGard Financing under or in connection with this Agreement or in any report delivered by or on behalf of SunGard Financing pursuant hereto, which shall have been false or incorrect when made or deemed made;

(ii) the failure by SunGard Financing, to comply with any applicable law, rule or regulation with respect to any Receivable, or the nonconformity of any Receivable with any such applicable law, rule or regulation;

(iii) any failure of SunGard Financing to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document to which it is a party;

(iv) any products liability, personal injury or damage suit, or similar claim arising out of or in connection with goods or services that are furnished pursuant to any Receivable sold by SunGard Financing hereunder or pursuant to the related Contract;

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(v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable sold by SunGard Financing hereunder (including, without limitation, a defense based on such Receivable or the related Contract not being a valid and legally binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale or lease of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;

(vi) the commingling of Collections of Receivables at any time with other funds;

(vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of the Purchase, the ownership of the Receivables or any other investigation, litigation or proceeding relating to SunGard Financing in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(ix) any failure to vest and maintain vested in SunGard Funding, or to transfer to SunGard Funding, legal and equitable title to, and ownership of, and a first priority perfected security interest in the Receivables sold by SunGard Financing pursuant hereto, the Related Security and the Collections, free and clear of any Lien; and

(x) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the Uniform Commercial Code of any applicable jurisdiction or other applicable laws with respect to any Receivable sold by SunGard Financing pursuant hereto, the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of the Purchase or at any subsequent time.

Section 5.2 Other Costs and Expenses. SunGard Financing agrees to pay to SunGard Funding on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including, without limitation, the cost of auditors auditing the books, records and procedures of SunGard Financing, reasonable fees and out-of-pocket expenses of legal counsel for SunGard Funding with respect thereto and with respect to advising SunGard Funding as to its respective rights and remedies under this Agreement.

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ARTICLE VI

MISCELLANEOUS

Section 6.1 Waivers and Amendments.

(a) No failure or delay on the part of SunGard Funding (or its assigns) in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing signed by the Insurer, SunGard Financing and SunGard Funding and, to the extent required under the Credit Agreement, the Administrative Agent, and the Committed Lenders or the Required Committed Lenders, and prior written notice to S&P and Moody’s.

Section 6.2 Notices. Except as provided below, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address specified in this Section 7.2.

Section 6.3 Protection of Ownership Interests of SunGard Funding.

(a) SunGard Financing agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that SunGard Funding (or its assigns) may reasonably request, to perfect, protect or more fully evidence the rights of SunGard Funding in and to the Receivables, or to enable SunGard Funding (or its assigns) to exercise and enforce SunGard Funding’s rights and remedies hereunder. At any time after the occurrence and during the continuance of an Early Amortization Event, SunGard Funding (or its assigns) may, at SunGard Financing expense, direct SunGard Financing to notify the Obligors of Receivables of the ownership interests of SunGard Funding under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to SunGard Funding or its designee.

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(b) If SunGard Financing fails to perform any of its obligations hereunder, SunGard Funding (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and costs and expenses incurred in connection therewith shall be payable by SunGard Financing as provided in Section 6.2. SunGard Financing irrevocably authorizes SunGard Funding (and its assigns) at any time and from time to time in the sole discretion of SunGard Funding (or its assigns), and appoints SunGard Funding (and its assigns) as its attorney(as)-in-fact, to act on behalf of SunGard Financing (i) to execute on behalf of SunGard Financing as debtor and to file financing statements necessary or desirable in SunGard Funding’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of SunGard Funding in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as SunGard Funding (or its assigns) in its sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of SunGard Funding’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.

Section 6.4 [Reserved].

Section 6.5 Bankruptcy Petition. SunGard Financing hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all Obligations, it will not institute against, or join any other Person in instituting against SunGard Funding any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 6.6 CHOICE OF LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Section 6.7 CONSENT TO JURISDICTION. ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY TO THIS AGREEMENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY TRANSACTION DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR

27

NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY EACH PARTY PURSUANT TO THIS AGREEMENT AND EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY PARTY TO BRING PROCEEDINGS AGAINST ANY PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY EACH PARTY AGAINST ANY PARTY OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY EACH PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

Section 6.8 WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 6.9 Integration; Binding Effect; Survival of Terms.

(a) This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by SunGard Financing pursuant to Article II, (ii) the indemnification and payment provisions of Article V, Section 6.5 and Section 6.12 shall be continuing and shall survive any termination of this Agreement.

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Section 6.10 Counterparts; Severability; Section References. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement that are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

Section 6.11 Disclaimer of Interest. SunGard Funding disclaims all right, title and interest in the “Receivables”, “Collections”, “Related Security”, “Assets” and “SunGard Financing Related Security” as defined in the Bridge First Step Agreement and Bridge Second Step Agreement.

Section 6.12 Availability of Funds. Notwithstanding anything in this Agreement to the contrary, SunGard Funding shall not have any obligation to pay any amount required to be paid by it to SunGard Financing hereunder in excess of any amount available to SunGard Funding after paying or making provision for the payment of its other obligations. All payment obligations of SunGard Funding hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its other obligations; and each of SunGard Financing agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by SunGard Funding exceeds the amount available to SunGard to pay such amount after paying or making provision for the payment of its other obligations.

Section 6.13 Assignment. SunGard Financing hereby assigns to SunGard Funding all of its direct and indirect rights and remedies under each of the First Step Agreement, the Performance Undertaking and the Collection Agent Agreement. SunGard Funding shall be entitled to exercise, without notice or consent of SunGard Financing , any and all direct and indirect rights and remedies of SunGard Financing under the First Step Agreement, the Performance Undertaking and the Collection Agent Agreement from time to time, but shall have no obligations under thereunder or any liability for any loss, expense, claim or damage incurred by or asserted against any Borrower Party by reason of its acts or omissions relating thereto. SunGard Financing consents to the assignment by SunGard Funding of its right, title and interest under this Agreement, the First Step Agreement, the Performance Undertaking and the Collection Agency Agreement to the Administrative Agent for the benefit of the Lenders and the Insurer, and to the exercise of all or any portion of such rights and remedies, and the rights and remedies of SunGard Funding under this Agreement, by the Administrative Agent for the benefit of the Lenders and the Insurer, but none of the Administrative Agent, the Lenders or the Insurer shall have any obligations thereunder to any Borrower Party or any liability for any loss, expense, claim or damage incurred by or asserted against any Borrower Party by reason of the Administrative Agent’s, the Lenders’ or the Insurer’s acts or omissions relating thereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

SUNGARD FINANCING LLC, as Transferor
By:	/s/    MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	President, Treasurer and Assistant Secretary
SUNGARD FUNDING LLC, as Transferee
By: SunGard Financing LLC, its Manager
By:	/s/    MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	President

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EX-10.10

Exhibit 10.10

SUNGARD INSURED RECEIVABLES FACILITY

INSURED RECEIVABLES CREDIT AGREEMENT

Dated as of August 11, 2005

among

SUNGARD FUNDING LLC,

as the Borrower,

The Persons Parties hereto as

Conduit Lenders, Committed Lenders and Funding Agents,

FINANCIAL GUARANTY INSURANCE COMPANY, as Insurer

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS AND ACCOUNTING TERMS	2
SECTION 1.01.	Defined Terms	2
SECTION 1.02.	Other Interpretive Provisions	2
SECTION 1.03.	Accounting Terms	3
SECTION 1.04.	Rounding	3
SECTION 1.05.	References to Agreements, Laws, Etc.	3
SECTION 1.06.	Times of Day	3
SECTION 1.07.	Timing of Payment of Performance	3
ARTICLE II	THE FACILITY LIMIT AND BORROWINGS	3
SECTION 2.01.	The Loans	3
SECTION 2.02.	Borrowings, Conversions and Continuations of Loans	4
SECTION 2.03.	Prepayments	6
SECTION 2.04.	Reduction of the Facility Limit	8
SECTION 2.05.	Interest	8
SECTION 2.06.	Fees	8
SECTION 2.07.	Computation of Interest and Fees	9
SECTION 2.08.	Evidence of Indebtedness	9
SECTION 2.09.	Payments Generally	10
SECTION 2.10.	Sharing of Payments	11
ARTICLE III	TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY	11
SECTION 3.01.	Taxes	11
SECTION 3.02.	Illegality	14
SECTION 3.03.	Inability to Determine Rates	14
SECTION 3.04.	Increased Cost and Reduced Return; Capital Adequacy; Reserves on LIBO Rate Loans	15
SECTION 3.05.	Funding Losses	16
SECTION 3.06.	Matters Applicable to All Requests for Compensation	17
SECTION 3.07.	Payable from Collections	18
ARTICLE IV	CONDITIONS PRECEDENT TO BORROWINGS	18
SECTION 4.01.	Conditions to the Effectiveness of this Agreement	18
SECTION 4.02.	Conditions to All Loans	20
ARTICLE V	REPRESENTATIONS AND WARRANTIES	21
Section 5.01	Existence, Qualification and Power; Compliance with Laws	21
Section 5.02	Authorization; No Contravention	21
Section 5.03	Governmental Authorization; Other Consents	21

Section 5.04	Binding Effect	22
Section 5.05	Litigation	22
Section 5.06	No Default	22
Section 5.07	Ownership of Property; Liens	22
Section 5.08	Taxes	22
Section 5.09	Employees	22
Section 5.10	Subsidiaries; Equity Interests	22
Section 5.11	Margin Regulations; Investment Company Act; Public Utility Holding Company Act	23
Section 5.12	Solvency	23
Section 5.13	Certificates	23
Section 5.14	Perfection	23
Section 5.15	Early Amortization Event; Potential Early Amortization Event	23
Section 5.16	Good Title	23
Section 5.17	Uniform Commercial Code Article 9 Representation	24
Section 5.18.	Equivalent Value; Good Faith Transfers	25
ARTICLE VI	AFFIRMATIVE COVENANTS OF THE BORROWER	25
SECTION 6.01.	Financial Statements	25
SECTION 6.02.	Certificates; Other Information	26
SECTION 6.03.	Notices	26
SECTION 6.04.	Payment of Obligations	26
SECTION 6.05.	Information Regarding Collateral	27
SECTION 6.06.	Compliance with Laws	27
SECTION 6.07.	Books and Records	27
SECTION 6.08.	Inspection/Audit Rights	27
SECTION 6.09.	Covenant to Guarantee Obligations and Give Security	27
SECTION 6.10.	Compliance with SunGard Financial Policy	27
SECTION 6.11.	Performance and Enforcement of Receivables Purchase Agreements	28
SECTION 6.12.	Insurance	28
SECTION 6.13.	Payment to SunGard Financing	28
SECTION 6.14.	Further Assurances and Post-Closing Conditions	28
SECTION 6.15.	Net Worth	28
SECTION 6.16.	Lenders’ Reliance	28
SECTION 6.17.	Borrower’s Payment of Fees and Expenses	29
SECTION 6.18.	Evidence of Indebtedness	29
ARTICLE VII	NEGATIVE COVENANTS OF THE BORROWER	29
SECTION 7.01.	Sales, Liens	29
SECTION 7.02.	Investments	30
SECTION 7.03.	Indebtedness	30
SECTION 7.04.	Fundamental Changes	30
SECTION 7.05.	Restricted Payments	30
SECTION 7.06.	Change in Nature of Business	30
SECTION 7.07.	Transactions with Affiliates	30
SECTION 7.08.	Use of Proceeds	30
SECTION 7.09.	Accounting Changes	30

ii

SECTION 7.10.	Name Change, Offices and Records	30
SECTION 7.11.	Change in Payment Instructions to Obligors	31
SECTION 7.12.	Modifications to Contracts and SunGard Financial Policy	31
SECTION 7.13.	No Designation of “Amortization Date”	31
SECTION 7.14.	Amendments to Documents	31
SECTION 7.15.	Employees	31
ARTICLE VIII	COVENANTS OF THE ADMINISTRATIVE AGENT	31
SECTION 8.01.	Certain Duties of the Administrative Agent	32
ARTICLE IX	EARLY AMORTIZATION EVENTS, EVENTS OF DEFAULT AND REMEDIES	32
SECTION 9.01.	Early Amortization Events	32
SECTION 9.02.	Remedies Upon an Early Amortization Event	35
SECTION 9.03.	Remedies Upon Event of Default	35
ARTICLE X	ADMINISTRATIVE AGENT AND OTHER AGENTS	36
SECTION 10.01.	Appointment and Authorization of Agents	36
SECTION 10.02.	Delegation of Duties	37
SECTION 10.03.	Liability of Agents	37
SECTION 10.04.	Reliance by Agents	37
SECTION 10.05.	Notice of Early Amortization Event	38
SECTION 10.06.	Credit Decision; Disclosure of Information by Agents	38
SECTION 10.07.	Indemnification of Agents	39
SECTION 10.08.	Agents in their Individual Capacities	39
SECTION 10.09.	Successor Agents	40
SECTION 10.10.	Administrative Agent May File Proofs of Claim	40
SECTION 10.11.	Collateral and Guarantee Matters	41
ARTICLE XI	MISCELLANEOUS	42
SECTION 11.01.	Amendments, Etc.	42
SECTION 11.02.	Notices and Other Communications; Facsimile Copies	43
SECTION 11.03.	No Waiver; Cumulative Remedies	44
SECTION 11.04.	Attorney Costs, Expenses and Taxes	44
SECTION 11.05.	Indemnification by the Borrower	44
SECTION 11.06.	Payments Set Aside	45
SECTION 11.07.	Successors and Assigns	46
SECTION 11.08.	Tax Disclosure	48
SECTION 11.09.	Setoff	49
SECTION 11.10.	Interest Rate Limitation	49
SECTION 11.11.	Counterparts	49

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SECTION 11.12.	Integration	50
SECTION 11.13.	Survival of Representations and Warranties	50
SECTION 11.14.	Severability	50
SECTION 11.15.	Tax Forms	50
SECTION 11.16.	GOVERNING LAW	50
SECTION 11.17.	WAIVER OF RIGHT TO TRIAL BY JURY	51
SECTION 11.18.	Non-Petition	51
SECTION 11.19.	USA PATRIOT Act	52
SECTION 11.20.	Assignment	52
SECTION 11.21.	Rights of Insurer	52

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ANNEXES
A	Defined Terms
SCHEDULES
A	Information Relating to Each Related Group
B	Conditions Precedent
C	Lockboxes, Lockbox Accounts, Lockbox Banks, Collection Accounts, Collection Banks
D	Addresses and Related Information for Notices
EXHIBITS
A	Form of Loan Notice
B	Form of Note
C	Form of Compliance Certificate
D	Form of Assignment and Assumption
E	Form of Security Agreement
F	Form of Control Agreement
G	Form of Performance Undertaking
H	Form of Policy
I	Form of Counsel Opinion
J	Form of Monthly Report
K	Form of Prepayment Notice

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SUNGARD INSURED RECEIVABLES FACILITY

INSURED RECEIVABLES CREDIT AGREEMENT

This CREDIT AGREEMENT (this “Agreement” or the “Credit Agreement”) dated as of August 11, 2005 is by and among SUNGARD FUNDING LLC, a Delaware limited liability company (“SunGard Funding” or the “Borrower”), the entities identified on Schedule A to this Agreement as a Committed Lender, together with any of their respective successors and assigns hereunder (each, a “Committed Lender”), the several commercial paper Conduit Lenders identified on Schedule A hereto, together with any of their respective successors and assigns hereunder (each a “Conduit Lender”, and together with the Committed Lenders, the “Lenders”), the agent bank set forth opposite the name of each Lender on Schedule A hereto and its permitted successors and assigns (the “Funding Agent” with respect to such Lender), Financial Guaranty Insurance Company (“FGIC”), as the Insurer, and JPMorgan Chase Bank, N.A., as administrative agent hereunder for the Lenders, and as collateral agent under Security Agreement pursuant to Section 10.01(b) hereof, the Funding Agents, and the Insurer hereunder, or any successor agent hereunder (together with its successors and assigns hereunder, the “Administrative Agent”).

PRELIMINARY STATEMENTS

The Borrower may desire to obtain loans from time to time.

Each Conduit Lender may, in its absolute and sole discretion, make loans to the Borrower from time to time.

The Committed Lenders in each Related Group (if a Conduit Lender in its Related Group does not make a loan requested by the Borrower) shall make such loan, subject to the terms and conditions of this Agreement.

The Insurer has issued a financial guaranty insurance policy, effective on the date hereof, that pursuant to the terms thereof insures the timely payment of interest on the Loans on each Settlement Date and the payment of principal of the Loans on the Termination Date.

JPMorgan Chase Bank has been requested and is willing to act as Administrative Agent on behalf of the Lenders, the Funding Agents and the Insurer in accordance with the terms hereof.

The proceeds of the Loans shall be used solely (i) to pay the purchase price of the Receivables, Collections and Seller Related Security and the SunGard

Financing Related Security, and (ii) for the general working capital needs and corporate purposes of SunGard Parent and its Subsidiaries.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

Definitions and Accounting Terms

SECTION 1.01. Defined Terms. Terms defined herein have the meanings set forth in Annex A.

SECTION 1.02. Other Interpretive Provisions. With reference to this Agreement and each other Transaction Document, unless otherwise specified herein or in such other Transaction Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Transaction Document shall refer to such Transaction Document as a whole and not to any particular provision thereof.

(ii) Article, Section, Annex, Schedule and Exhibit references are to the Transaction Document in which such reference appears.

(iii) The term “including” is by way of example and not limitation.

(iv) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c) In the computation of periods of time from a specified date to a later specified date, except as otherwise provided herein, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(d) Section headings herein and in the other Transaction Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Transaction Document.

(e) Each reference herein to any action by the Borrower shall refer only to actions taken on behalf of the Borrower by SunGard Financing as its sole member.

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SECTION 1.03. Accounting Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the audited financial statements of SunGard Parent and its consolidated Subsidiaries, except as otherwise specifically prescribed herein.

SECTION 1.04. Rounding. Any financial ratios required to be maintained by SunGard Parent and its Subsidiaries pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.05. References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Transaction Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by any Transaction Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

SECTION 1.06. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

SECTION 1.07. Timing of Payment of Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

ARTICLE II

The Facility Limit and Borrowings

SECTION 2.01. The Loans. Subject to the terms and conditions set forth herein, each Conduit Lender may in its sole and absolute discretion make loans, and each Committed Lender will (to the extent the Conduit Lender(s) in its Related Group do not make such loans) make loans to the Borrower pursuant to Section 2.02 (each such loan, a “Loan”) from time to time, on any Settlement Date until the Amortization Date based upon the Monthly Report delivered with respect to the immediately preceding Determination Date; provided, however, that (i) after giving effect to any Borrowing, the

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Outstanding Amount of the Loans of any Related Group shall not exceed such Related Group’s Related Group Limit, and (ii) after giving effect to any Borrowing, the Outstanding Amount of all Loans will not exceed the lesser of (x) the Facility Limit less the Outstanding Amount of the Bridge Loans, and (y) the Borrowing Base. Within the limits of each Related Group’s Related Group Limit, and each Committed Lender’s Commitment, and subject further to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.03, and reborrow under this Section 2.01.

SECTION 2.02. Borrowings, Conversions and Continuations of Loans. (a) (i) Except as otherwise provided in this Section 2.02(a)(i), the Borrower may request only CP Rate Loans. If a Conduit Lender declines to make a Loan, or if a Related Group does not have a Conduit Lender, any requested Loan will be made as a Committed Loan. Each Borrowing shall be made upon the Borrower’s notice to the Administrative Agent, which may be given by telephone, and which shall be irrevocable except as specified below. In the case of an outstanding Committed Loan, continuation or conversion of such Loan shall be made upon the Borrower’s notice to the Administrative Agent, which may be given by telephone, and which shall be irrevocable except as specified below. Each such notice must be received by the Administrative Agent:

(A) in the case of CP Rate Loans, by 3:00 p.m. two Business Days before proposed date of Borrowing (or in the case of a Borrowing of CP Rate Loans on the Closing Date, by 12:00 noon on the Business Day preceding the Closing Date);

(B) in the case of Base Rate Loans, by 1:00 p.m. on the same Business Day as the proposed date of Borrowing;

(C) in the case of LIBO Rate Loans, by 1:00 p.m. three Business Days before the proposed date of Borrowing or continuation or conversion of LIBO Rate Loans or any conversion of Base Rate Loans to LIBO Rate Loans.

(ii) Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Following the receipt of a Loan Notice, the Administrative Agent shall deliver the Loan Notice to the Funding Agents with a copy to the Insurer. Following the receipt of a Loan Notice, the Funding Agent of each Related Group will determine whether each related Conduit Lender will make its portion of the requested Loan and promptly notify the Administrative Agent if such Conduit Lender will not make such Loan. If a Conduit Lender declines to make the proposed Loan, then, subject to the terms and conditions contained in this Section 2.01, the Committed Lenders in such Conduit Lender’s Related Group shall make such Loan.

(iii) Each Borrowing of, conversion to or continuation of LIBO Rate Loans shall be in a minimum principal amount of $1,000,000 and a multiple of

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$100,000, or in the remaining amount of the applicable Related Group’s Related Group Limit.

(iv) Each Loan Notice (whether telephonic or written) shall specify (A) whether the Borrower is requesting a Borrowing of CP Rate Loans, a continuation of LIBO Rate Loans, or a conversion of Committed Loans to CP Rate Loans, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Settlement Date), and (C) the principal amount of Loans to be borrowed, converted or continued; provided, however, that the Interest Period for any LIBO Rate Loan shall end on the next Settlement Date. If the Borrower requests a Borrowing of CP Rate Loans, and all or a portion of such Borrowing is made as a Committed Loan, such Committed Loan will be made (1) if there is not enough time to determine the applicable Adjusted LIBO Rate, as a Base Rate Loan and converted as soon as practicable to a LIBO Rate Loan with an Interest Period ending on the next following Determination Date, and (2) otherwise as a LIBO Rate Loan with an Interest Period ending on the next following Determination Date. The Borrower may from time to time request that any outstanding Committed Loan of any Committed Lender be converted into a CP Rate Loan made by the Conduit Lender in the same Related Group, and such Conduit Lender may in its sole and absolute discretion make such Loan. Notwithstanding anything to the contrary in this Agreement, the proceeds of such CP Rate Loan will be applied to the payment of principal of such Committed Loan.

(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Funding Agent of the amount of its Pro Rata Share of the applicable Borrowing, and, if no timely notice of a Borrowing, conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Borrower in Same Day Funds not later than 12:00 noon, on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Borrowing, Sections 4.01 and 4.02), the Lenders shall make all funds so received available to the Borrower in like funds either by (i) crediting the account of the Borrower on their respective books with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. If a Related Group contains more than one Conduit Lender and/or Committed Lender, allocations of Loans among such Conduit Lenders and/or Committed Lenders may be made by the applicable Funding Agent in its discretion.

(c) Except as otherwise provided herein, a LIBO Rate Loan may be continued or converted to a Base Rate Loan only on the last day of an Interest Period for such LIBO Rate Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the existence of and during the continuance of an Early Amortization Event, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as LIBO Rate Loans.

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(d) Upon a request of the Borrower, the Administrative Agent will request each Funding Agent to promptly provide the Borrower with an estimate of the prevailing CP Rate of the Conduit Lenders in its Related Group. The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBO Rate Loans upon determination of such interest rate. The determination of the LIBO Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in JPMorgan Chase Bank’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) The failure of any Committed Lender to make the Loan to be made by it as part of any Borrowing shall not relieve it or any other Committed Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing. If a Committed Lender fails to make its Pro Rata Share of any Loan, all other non-defaulting Committed Lenders will be obligated to make additional Loans (not subject to the minimum and multiple requirements of Section 2.02(a)(iii)) on a pro rata basis based on the Related Group Limits of each such non-defaulting Committed Lender, but not in excess of such non-defaulting Committed Lender’s applicable Related Group Limit.

SECTION 2.03. Prepayments. (a) [Reserved].

(b) Mandatory. If the Outstanding Amount of all Loans on any day exceeds the lesser of (x) the Facility Limit less the Outstanding Amount of the Bridge Loans, and (y) the Borrowing Base then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Loans in an aggregate amount equal to such excess (the “Overadvance Amount”) and give notice in the form of Exhibit K hereto to the Administrative Agent and the Insurer of such prepayment. The Administrative Agent will promptly notify each Funding Agent of its receipt of each such notice, and of the amount of such Related Group’s Pro Rata Share of such prepayment. The Overadvance Amount will be payable as set forth in Section 2.03(c). Each prepayment of the Loans pursuant to this Section 2.03(b) shall be paid to the applicable Related Group in accordance with their respective Pro Rata Shares.

(c) Application of Collections. On each Business Day, the Borrower shall allocate and apply the funds on deposit in the Collection Account in the following amounts and in the following priority:

(i) first, (A) before the Amortization Date, on each Settlement Date (and on each following Business Day until paid in full), to the payment of accrued and unpaid Collection Agent Fee for the most recently ended Monthly Period, and (B) on and after the Amortization Date, on each Business Day, to the payment of accrued and unpaid Collection Agent Fee;

(ii) second, (A) before the Amortization Date, on each Settlement Date (and on each following Business Day until paid in full), ratably to the payment of all accrued and unpaid fees under the Administrative Agent Fee Letter, the Used

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Fee, the Unused Fee, the Premium and interest on Loans up to the Capped Interest Amount that has accrued during the most recently completed Accrual Period (less any adjustments to any of the foregoing that would result in a reduction of the applicable amount for a prior Settlement Date), and (B) on and after the Amortization Date, on each Business Day, ratably to the payment of all accrued and unpaid fees under the Fee Letter, the Administrative Agent Fee Letter, the Used Fee, the Unused Fee, the Premium, and interest on Loans up to the Capped Interest Amount;

(iii) third, on any Business Day before the Amortization Date, to the payment of Overadvance Amounts;

(iv) fourth, on each Business Day on and after the Amortization Date, to the payment of the Outstanding Amount of all Loans;

(v) fifth, [reserved];

(vi) sixth, before the Amortization Date, on each Settlement Date (and on each following Business Day until paid in full), ratably to the reimbursement of the Administrative Agent’s and the Insurer’s accrued and unpaid reasonable costs of collection and enforcement of this Agreement and the other Transaction Documents for the most recently ended Accrual Period, and (B) on and after the Amortization Date, on each Business Day, to the reimbursement of the Administrative Agent’s and the Insurer’s accrued and unpaid reasonable costs of collection and enforcement of this Agreement and the other Transaction Documents;

(vii) seventh, (A) before the Amortization Date, on each Settlement Date (and on each following Business Day until paid in full), ratably to the payment of all accrued and unpaid Insurer Subrogation Amounts and Excess Default Rate Interest, and (B) on and after the Amortization Date, on each Business day, ratably to the payment of all accrued and unpaid Insurer Subrogation Amounts and Excess Default Rate Interest;

(viii) eighth, (A) before the Amortization Date, on each Settlement Date (and on each following Business Day until paid in full), ratably to the payment of all accrued and unpaid interest on the Loans in excess of the Capped Amount and that has accrued during the most recently completed Accrual Period, and (B) on and after the Amortization Date, on each Business day, ratably to the payment of all accrued and unpaid interest on the Loans in excess of the Capped Amount;

(ix) ninth, on each Business Day, to the ratable payment of all other Obligations and all other Insurer Obligations; and

(x) tenth, on each Business day, to the Borrower for distribution to SunGard Financing.

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SECTION 2.04. Reduction of the Facility Limit. (a) The Borrower may, upon written notice to the Administrative Agent, from time to time permanently reduce the unused amount of the Facility Limit; provided, however, that (i) any such notice shall be received by the Administrative Agent three Business Days before the date of reduction, (ii) any partial reduction shall be in a minimum amount of $1,000,000 and a multiple of $100,000, or in the whole unused amount; and (iii) after giving effect to such reduction, the Outstanding Amount of Loans and Bridge Loans will not be greater than the Facility Limit.

(b) Upon any reduction of unused amount of the Facility Limit, the face amount of the Policy shall be reduced by an equal dollar amount and the Related Group Limit of each Related Group shall be reduced by such Related Group’s Pro Rata Share of the amount by which the Facility Limit is reduced. All Unused Fees accrued until the effective date of any reduction of the Facility Limit shall be payable on the effective date of reduction if such date is a Settlement Date, and, if not, on the first Settlement Date after the effective date of such reduction.

SECTION 2.05. Interest. (a) Subject to the provisions of Section 2.05(b), (i) each CP Rate Loan shall bear interest on the Outstanding Amount thereof on each day at a per annum rate at the CP Rate plus the Applicable Rate, (ii) each LIBO Rate Loan shall bear interest on the Outstanding Amount thereof for each Interest Period at a rate per annum equal to the Adjusted LIBO Rate for such Interest Period plus the Applicable Rate, and (iii) each Base Rate Loan shall bear interest on the Outstanding Amount on each day at a rate per annum equal to the Base Rate plus the Applicable Rate.

(b) The Borrower shall pay interest (i) on the principal amount of Loans on and after the Early Amortization Date, and (ii) on all other past due amounts hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest accrued during each Accrual Period on each Loan and any other amount shall be due and payable in arrears on the next following Settlement Date and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. Interest accrued on each Loan shall be payable to each Lender in accordance with its Pro Rata Share, except that so long as no Insurer Default shall have occurred and the Policy shall not have terminated, Excess Default Rate Interest will be payable to the Insurer.

SECTION 2.06. Fees. (a) Used Fee. For each Accrual Period, the Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, a used fee (the “Used Fee”) equal to the product of (i) the average Outstanding Amount of Loans for such Accrual Period, and (ii) the applicable rate set forth in the Fee Letter.

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(b) Unused Fee. For each Accrual Period, the Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, an unused fee (the “Unused Fee”) equal to the product of (i) the difference between (x) the Facility Limit, and (y) the Outstanding Amount of Loans for such Accrual Period, and (ii) the applicable rate set forth in the Fee Letter.

(c) Premium. The Borrower shall pay to the Administrative Agent for the account of the Insurer the Premium in the amounts specified in the Premium Letter.

(d) Other Fees. The Borrower shall pay to the Administrative Agent and the Insurer such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

SECTION 2.07. Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by JPMorgan Chase Bank’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a year of 360 days and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided, however, that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.09(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

SECTION 2.08. Evidence of Indebtedness. (a) The Borrowings made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Borrowings made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

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(b) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.08(a), and by each Lender in its account or accounts pursuant to Sections 2.08(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Transaction Documents.

SECTION 2.09. Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders and the Insurer to which such payment is owed, in Same Day Funds not later than 11:00 a.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) and the Insurer of such payment in like funds as received by wire transfer. All payments received by the Administrative Agent after 11:00 a.m., shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(c) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) The obligations of the Committed Lenders hereunder to make Committed Loans are several and not joint. The failure of any Committed Lender to make any Committed Loan on any date required hereunder shall not relieve it or any other Committed Lender of its corresponding obligation to do so on such date, and no Committed Lender shall be responsible for the failure of any other Committed Lender to so make its Committed Loan.

(e) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

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(f) If the Administrative Agent receives funds for application to the Obligations of the Borrower under or in respect of the Transaction Documents under circumstances for which the Transaction Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds ratably between the Insurer and the Lenders, and as among the Lenders, to each of the Lenders in accordance with such Lender’s Pro Rata Share of the Outstanding Amount of all Loans outstanding at such time.

SECTION 2.10. Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.10 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

ARTICLE III

Taxes, Increased Costs Protection and Illegality

SECTION 3.01. Taxes. (a) Except as provided in this Section 3.01, any and all payments by the Borrower to or for the account of any Agent, the Insurer, or any Lender under any Transaction Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities (including additions

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to tax, penalties and interest) with respect thereto, excluding, in the case of each Agent, the Insurer, and each Lender, taxes imposed on or measured by its net income or overall gross income (including branch profits), and franchise (and similar) taxes imposed on it in lieu of net income taxes, by the jurisdiction (or any political subdivision thereof) under the Laws of which such Agent, the Insurer, or such Lender, as the case may be, is organized or maintains a lending office, and all liabilities (including additions to tax, penalties and interest) with respect thereto (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Laws to deduct any Taxes or Other Taxes from or in respect of any sum payable under any Transaction Document to any Agent, the Insurer, or any Lender, (i) the sum payable shall be increased as necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), each of such Agent, the Insurer, and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), the Borrower shall furnish to such Agent, the Insurer, or Lender (as the case may be) the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. If the Borrower fails to pay any Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to any Agent, the Insurer, or any Lender the required receipts or other required documentary evidence, the Borrower shall indemnify such Agent, the Insurer and such Lender for any incremental taxes, interest or penalties that may become payable by such Agent, the Insurer, or such Lender arising out of such failure.

(b) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes or charges or similar levies which arise from any payment made under any Transaction Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Transaction Document (hereinafter referred to as “Other Taxes”).

(c) The Borrower agrees to indemnify each Agent, the Insurer, and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.01) paid by such Agent, the Insurer, and such Lender and (ii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that such Agent, the Insurer, or Lender, as the case may be, provides the Borrower with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts. Payment under this Section 3.01(c) shall be made within thirty (30) days after the date such Lender, the Insurer, or such Agent makes a demand therefor.

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(d) The Borrower shall be required pursuant to this Section 3.01 to pay any additional amount to, or to indemnify, the Insurer, any Lender or Agent, as the case may be, to the extent that such Lender, the Insurer, or such Agent becomes subject to Taxes subsequent to the Closing Date (or, if later, the date the Insurer, such Lender or Agent becomes a party to this Agreement) as a result of a change in the place of organization of such Lender, the Insurer, or Agent or a change in the lending office of such Lender, except to the extent that any such change is requested or required in writing by the Borrower (and provided that nothing in this clause (d) shall be construed as relieving the Borrower from any obligation to make such payments or indemnification in the event of a change in lending office or place of organization that precedes a change in Law to the extent such Taxes result from a change in Law).

(e) Notwithstanding anything else herein to the contrary, if a Lender, the Insurer, or an Agent is subject to withholding tax imposed by any jurisdiction in which the Borrower is formed or organized at a rate in excess of zero percent at the time such Lender, the Insurer, or such Agent, as the case may be, first becomes a party to this Agreement, withholding tax imposed by such jurisdiction at such rate shall be considered excluded from Taxes unless and until the Insurer, such Lender or Agent, as the case may be, provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such forms; provided, however, that, if at the date of the Assignment and Assumption pursuant to which a Lender becomes a party to this Agreement, the Lender assignor was entitled to payments under clause (a) of this Section 3.01 in respect of withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) withholding tax, if any, applicable with respect to the Lender assignee on such date.

(f) If the Insurer, any Lender or Agent determines, in its reasonable discretion, that it has received a refund in respect of any Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Borrower pursuant to this Section 3.01, it shall promptly remit such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund plus any interest included in such refund by the relevant taxing authority attributable thereto) to the Borrower, net of all out-of-pocket expenses of the Insurer, such Lender or Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing authority with respect to such refund); provided, however, that the Borrower, upon the request of the Insurer, such Lender or Agent, as the case may be, agrees promptly to return such refund to such party in the event such party is required to repay such refund to the relevant taxing authority. The Insurer, such Lender or Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority (provided, however, that the Insurer, such Lender or Agent may delete any information therein that such Lender or Agent deems confidential). Nothing herein contained shall interfere with the right of the Insurer, a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige the Insurer, any Lender or Agent to claim any tax

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refund or to make available its tax returns or disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.

(g) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (c) with respect to such Lender it will, if requested by Borrower, use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to designate another lending office for any Loan affected by such event; provided, however, that (i) such efforts are made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and (ii) nothing in this Section 3.01(g) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.01(a) or (c).

SECTION 3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain or fund LIBO Rate Loans, or to determine or charge interest rates based upon the LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Loans or to convert Base Rate Loans to LIBO Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent) prepay or, if applicable, convert all LIBO Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such LIBO Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

SECTION 3.03. Inability to Determine Rates. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan, or that the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the Interest Period of such LIBO Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBO Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO

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Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on LIBO Rate Loans. (a) If any Lender or Support Party determines that, as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s or Support Party’s compliance therewith, there shall be any increase in the cost to such Lender or Support Party of agreeing to make or making, funding or maintaining LIBO Rate Loans, or a reduction in the amount received or receivable by such Lender or Support Party in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or Support Party is organized or maintains a lending office, (iii) reserve requirements contemplated by Section 3.04(c), then, from time to time within fifteen (15) days after demand by such Lender or Support Party setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender or Support Party such additional amounts as will compensate such Lender or Support Party for such increased cost or reduction.

(b) If any Lender or Support Party determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the date hereof, or compliance by such Lender or Support Party (or its lending office) therewith, has the effect of reducing the rate of return on the capital of such Lender or Support Party or any corporation controlling such Lender or Support Party as a consequence of such Lender’s or Support Party’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s or Support Party’s desired return on capital), then from time to time upon demand of such Lender or Support Party setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender or Support Party such additional amounts as will compensate such Lender or Support Party for such reduction within fifteen (15) days after receipt of such demand.

(c) The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits, additional interest on the unpaid principal amount of each LIBO Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the loan commitments or the funding of the LIBO Rate

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Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such loan commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan; provided, however, that the Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, however, that (i) the Borrower shall not be required to compensate a Lender pursuant to Section 3.04(a), (b) or (c) for any such increased cost or reduction incurred more than one hundred and eighty (180) days prior to the date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefor; and (ii) if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(e) If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another lending office for any Loan affected by such event; provided, however, that (i) such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its lending office(s) to suffer no material economic, legal or regulatory disadvantage, and (ii) nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a), (b), (c) or (d).

SECTION 3.05. Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (in each case, whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

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For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each LIBO Rate Loan made by it at the LIBO Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBO Rate Loan was in fact so funded.

SECTION 3.06. Matters Applicable to All Requests for Compensation. (a) Any Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

(b) With respect to any Lender’s claim for compensation under Section 3.01, 3.02, 3.03 or 3.04, the Borrower shall be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided, however, that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another LIBO Rate Loans, or to convert Base Rate Loans into LIBO Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided, however, that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(c) If the obligation of any Lender to make or continue from one Interest Period to another any LIBO Rate Loan, or to convert Base Rate Loans into LIBO Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s LIBO Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such LIBO Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

(i) to the extent that such Lender’s LIBO Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s LIBO Rate Loans shall be applied instead to its Base Rate Loans; and

(ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as LIBO Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into LIBO Rate Loans shall remain as Base Rate Loans.

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(d) If any Lender gives notice to the Borrower (with a copy to the Agent) that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s LIBO Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when LIBO Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding LIBO Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding LIBO Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Pro Rata Share.

SECTION 3.07. Payable from Collections. Amounts payable by the Borrower under Sections 3.01, 3.04 and 3.05 are payable only to the extent that funds are available under Section 2.03(c)(vii).

ARTICLE IV

Conditions Precedent to Borrowings

SECTION 4.01. Conditions to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to satisfaction on or prior to the Closing Date of the conditions precedent set forth on Schedule B hereto, and the following conditions precedent:

(a) The Administrative Agent’s and the Insurer’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each in form and substance reasonably satisfactory to the Administrative Agent, the Insurer, and its respective legal counsel:

(i) executed counterparts of the Transaction Documents listed on Schedule B hereto;

(ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at one Business Day in advance of the Closing Date;

(iii) the Security Agreement set forth on Schedule B, duly executed by the Borrower, together with:

(A) copies of all searches with respect to the Collateral, and all proper financing statements, duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent and the Insurer may deem reasonably necessary in order to meet the Collateral and Guarantee Requirement, and

(B) evidence that all other actions, recordings and filings that the Administrative Agent and the Insurer may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken,

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completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and the Insurer;

(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower, the Finance Subsidiaries, the Performance Guarantor and the Sellers as the Administrative Agent and the Insurer may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Transaction Documents to which such the Borrower is a party or is to be a party on the Closing Date;

(v) one or more opinions from (i) Simpson Thacher & Bartlett LLP, New York counsel to the Borrower and its Affiliates substantially in the form of Exhibit I, (ii) an opinion of the internal counsel to the Borrower, substantially in the form of Exhibit I-2, and (iii) opinions of the local counsels to the Borrower and its Affiliates, substantially in the form of the drafts thereof delivered to the Administrative Agent prior to the Closing Date; in each case reasonably satisfactory to the Funding Agents, the Insurer, and their respective counsel;

(vi) a Loan Notice relating to the initial Loan.

(b) [Reserved];

(c) The representations and warranties of the Borrower contained in Article V of this Agreement or any other Transaction Document shall be true and correct in all material respects on and as of the Closing Date; provided, however, that, (i) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; and (ii) any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates;

(d) The Funding Agents and the Insurer shall have received confirmation that the Borrower, SunGard Financing and the Sellers have established the Lockboxes, Lockbox Accounts and the Collection Account referred to in Schedule C, and the Funding Agents and the Insurer shall otherwise be reasonably satisfied with the arrangements for the collection of Receivables to be purchased by SunGard Financing and the Borrower;

(e) [reserved];

(f) The Insurer shall have received evidence to its satisfaction that at least the Minimum Shadow Ratings have been attained on the Closing Date;

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(g) The Policy shall have been delivered by the Insurer to the Administrative Agent on behalf of the insured parties thereunder and shall be in full force and effect.

(h) The Insurer shall have the Required Ratings on the Closing Date;

(i) No Early Amortization Event or Potential Early Amortization Event has occurred and is continuing; and

(j) All conditions precedent to the initial Credit Extension (as defined in the Senior Credit Agreement) under the Senior Credit Agreement have been satisfied without waiver and, in the event of waiver, subject to the Controlling Party’s approval.

SECTION 4.02. Conditions to All Loans. The obligation of each Lender to honor any Loan Notice is subject to the following conditions precedent:

(a) The representations and warranties of each Borrower Party contained in Article V or any other Transaction Document shall be true and correct in all material respects on and as of the date of such Loan (except in the case of the conversion to or the continuation of LIBO Rate Loans); provided, however, that, (i) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; and (ii) any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

(b) No Early Amortization Event or Potential Early Amortization Event has occurred and is continuing or would result from such proposed Loan or from the application of the proceeds therefrom.

(c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof.

(d) All periodic reports required to be delivered pursuant to Section 6.01 shall have been delivered to the Administrative Agent, the Insurer and the Funding Agents, in form and substance satisfactory to the Administrative Agent and the Insurer.

Each Loan Notice (other than one requesting only a conversion of Committed Loans from one Type to another) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Loan.

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ARTICLE V

Representations and Warranties

The Borrower represents and warrants to the Funding Agents, Lenders, Insurer and Administrative Agent that:

Section 5.01 Existence, Qualification and Power; Compliance with Laws. The Borrower (a) is a Person duly formed, validly existing and in good standing under the Laws of the jurisdiction of its organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Transaction Documents to which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 5.02 Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and each other Transaction Document to which the Borrower is a party, and the consummation of the Transactions, are within the Borrower’s limited liability company powers, have been duly authorized by all necessary limited liability company action, and do not and will not (a) contravene the terms of any of the Borrower’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (i) any Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (c) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(i), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Section 5.03 Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Transaction Document, or for the consummation of the Transactions, (b) the grant by the Borrower of the Liens granted by it pursuant to the Security Agreement, (c) the perfection or maintenance of the Liens created under the Security Agreement (including the priority thereof) or (d) the exercise by the Administrative Agent, the Insurer, or any Lender of its rights under the Transaction Documents or the remedies in respect of the Collateral pursuant to the Security Agreement, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Borrower in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

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Section 5.04 Binding Effect. This Agreement and each other Transaction Document has been duly executed and delivered by the Borrower that is party thereto. This Agreement and each other Transaction Document constitutes, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

Section 5.05 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, probable of assertion, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) either individually or in the aggregate, could reasonably be expected to have a material and adverse effect on the Insurer or any Lender, (b) either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (c) question the validity of the Transactions.

Section 5.06 No Default. The Borrower is not in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.07 Ownership of Property; Liens. The Borrower has good record and marketable title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all personal and real property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 5.08 Taxes. Except as set forth in Schedule 5.10 to the Senior Credit Agreement and except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Borrower has filed all Federal and state and other tax returns and reports required to be filed, and has paid all Federal and state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those (a) which are not overdue by more than thirty (30) days or (b) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

Section 5.09 Employees. On the Closing Date, the Borrower does not have any employees.

Section 5.10 Subsidiaries; Equity Interests. As of the Closing Date, the Borrower has no Subsidiaries, and all of the outstanding equity interests of the Borrower have been validly issued, are fully paid and nonassessable and are owned by SunGard Financing free and clear of all Liens except those created under the Security Agreement.

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Section 5.11 Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) The Borrower is not engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Borrowings will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(b) None of the Borrower, any Person Controlling the Borrower or any Subsidiary (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (ii) unless exempt from the Investment Company Act of 1940, is or is required to be registered as an “investment company” under the Investment Company Act of 1940, or is controlled by an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Section 5.12 Solvency. On the Closing Date after giving effect to the Transactions, the Borrower, on a consolidated basis, is Solvent.

Section 5.13 Certificates. On the Closing Date, none of the equity interests of the Borrower have been certificated.

Section 5.14 Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to create in favor of the Administrative Agent for the benefit of the Lenders and the Insurer (and the Administrative Agent for the benefit of the Lenders and the Insurer shall acquire from the Borrower) a valid and perfected first priority security interest in each Receivable, now owned or hereafter acquired by the Borrower or in which the Borrower has a security interest and in the Related Security and Collections with respect thereto, and the SunGard Financing Related Security, free and clear of any Lien, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the Uniform Commercial Code (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (on behalf of the Lenders and the Insurer) security interest in all such Receivables, the Related Security and the Collections with respect thereto, and in the SunGard Financing Related Security.

Section 5.15 Early Amortization Event; Potential Early Amortization Event. No Early Amortization Event or Potential Early Amortization Event has occurred and is continuing.

Section 5.16 Good Title. (a) Immediately before the Borrower purchased the Receivables from SunGard Financing under the Second Step Agreement, SunGard Financing was the legal and beneficial owner of each such Receivable and the Related Security and Collections related thereto, free and clear of any Lien, except as created by the Transaction Documents. (b) Immediately after the Borrower purchases the

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Receivables from SunGard Financing under the Second Step Agreement, the Borrower will either (i) be the legal and beneficial owner of each such Receivables, and the Related Security and Collections with respect thereto, free and clear of any Lien, except as created by the Transaction Documents, or (ii) have a valid and perfected security interest in the Receivables, Collections and Related Security free and clear of any Lien, claims or encumbrances of any Person, other than the Liens created by the Security Agreement.

Section 5.17 Uniform Commercial Code Article 9 Representation. (i) Creation. The Security Agreement creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Receivables, the Collections and the Related Security in favor of the Administrative Agent for the benefit of the Lenders and the Insurer, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Borrower.

(ii) Accounts. The Receivables, Collections and Related Security constitute either “accounts”, “payment intangibles” or “deposit accounts” within the meaning of the Uniform Commercial Code.

(iii) Title. The Administrative Agent, for the benefit of the Lenders and the Insurer, has a valid security interest in the Receivables, Collections and Related Security free and clear of any Lien, claims or encumbrances of any Person, other than the Liens created by the Security Agreement.

(iv) Perfection. The Borrower has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables, Collections and Related Security granted to SunGard Funding hereunder to the extent that they constitute “accounts”, “general intangibles” or “deposit accounts”. SunGard Financing has delivered to the Administrative Agent a fully executed agreement pursuant to which the banks maintaining the Lockboxes and Lockbox Accounts have agreed to comply with all instructions originated by the Administrative Agent directing disposition of the funds in the Lockboxes and Lockbox Accounts without further consent by SunGard Financing. The Borrower has delivered to the Administrative Agent a fully executed agreement pursuant to which the bank maintaining the Collection Account has agreed to comply with all instructions originated by the Administrative Agent directing disposition of the funds in the Collection Accounts without further consent by the Borrower. The Lockboxes, the Lockbox Accounts and the Collection Account are not in the name of any Person other than SunGard Financing. Neither the Borrower or SunGard financing has consented to any such bank maintaining the Lockboxes, the Lockbox Accounts or the Collection Account to comply with instructions of any Person other than the Administrative Agent.

(v) Priority. Other than the security interest granted to the Administrative Agent under the Security Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables, Collections or Related Security. The Borrower has not authorized the filing

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of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Receivables, the Collections or the Related Security other than any financing statement relating to the security interest granted to the Administrative Agent under the Security Agreement or that has been terminated. The Borrower is not aware of any judgment or tax lien filings against the Borrower.

(vi) This Section 5.17 is not waivable.

Section 5.18. Equivalent Value; Good Faith Transfers. The amount of consideration being received by the Borrower for the granting of the Security Interest under (and as defined in) the Security Agreement in the Collateral to SunGard Funding constitutes reasonably equivalent value and fair consideration for the Collateral. The granting of such Security Interest by the Borrower to the Administrative Agent for the benefit of the Lenders and the Insurer pursuant to this Agreement and the Security Agreement, and all other transactions between the Borrower and the other parties to this Agreement, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of the Borrower.

ARTICLE VI

Affirmative Covenants of the Borrower

So long as any Lender shall have any obligations hereunder, or any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or so long as the Insurer shall have any obligations under the Policy, the Borrower shall comply with the following covenants.

SECTION 6.01. Financial Statements. The Borrower will deliver, or cause the Collection Agent to deliver, to the Administrative Agent for prompt further distribution to each Lender, the Insurer, S&P and Moody’s:

(a) with respect to each Monthly Period, not later than the Determination Date next following the end of such Monthly Period, a Monthly Report for such Monthly Period signed by a Responsible Officer of the Borrower;

(b) promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than the Administrative Agent, the Lenders, or the Insurer, copies of the same; and

(c) at least thirty (30) days prior to the effectiveness of any material change in or material amendment to the SunGard Financial Policy, a copy of the SunGard Financial Policy then in effect and a notice (A) indicating such change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables or

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decrease the credit quality of any newly created Receivables, requesting the Controlling Party’s consent thereto.

SECTION 6.02. Certificates; Other Information. The Borrower will deliver, or cause the Collection Agent to deliver, to the Administrative Agent for prompt further distribution to each Lender and the Insurer:

(a) with respect to each Monthly Period, not later than the Determination Date next following the end of such Monthly Period, a duly completed Compliance Certificate for such Monthly Period signed by a Responsible Officer of the Borrower; and

(b) promptly, such additional information regarding the business, legal, financial or corporate affairs of the Borrower, or compliance with the terms of the Transaction Documents, as the Insurer, the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

SECTION 6.03. Notices. The Borrower, promptly after obtaining knowledge thereof, will notify, or cause the Collection Agent to notify, the Administrative Agent and the Insurer:

(a) of the occurrence of any Early Amortization Event;

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any default or event of default under, a Contractual Obligation of the Borrower, (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower and any Governmental Authority, (iii) the commencement of, or any material development in, any litigation or proceeding affecting any the Borrower; and

(c) of any cessation of the sale of Receivables under the First Step Agreement or Second Step Agreement.

Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of the Borrower (x) that such notice is being delivered pursuant to Section 6.03(a), (b) or (c) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.

SECTION 6.04. Payment of Obligations. The Borrower will pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities in respect of taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect.

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SECTION 6.05. Information Regarding Collateral. The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in its corporate name, (ii) in its jurisdiction of organization or (iii) in the Borrower’s organizational identification number. Before any such change becomes effective, the Borrower will cause all filings under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral.

SECTION 6.06. Compliance with Laws. The Borrower will comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

SECTION 6.07. Books and Records. The Borrower will (a) maintain proper books of record and account, on which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Borrower; (b) the Borrower will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Borrower will give the Administrative Agent notice of any material change in the administrative and operating procedures referred to in the previous sentence; and (c) the Borrower will (A) on or prior to the date hereof, mark its master data processing records and other books and records relating to the Receivables with a legend, acceptable to the Administrative Agent, describing the interests of the Lenders and the Insurer hereunder and (B) upon the request of the Administrative Agent deliver to the Administrative Agent all Contracts relating to the Receivables.

SECTION 6.08. Inspection/Audit Rights. The Borrower will permit representatives and independent contractors of the Administrative Agent, each Lender and the Insurer to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, to the extent required by and in the manner specified in the Collection Agency Agreement.

SECTION 6.09. Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, the Borrower will take all action necessary or reasonably requested by the Administrative Agent or the Insurer to ensure that the Collateral and Guarantee Requirement continues to be satisfied.

SECTION 6.10. Compliance with SunGard Financial Policy. The Borrower shall comply in all respects with the SunGard Financial Policy.

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SECTION 6.11. Performance and Enforcement of Receivables Purchase Agreements. The Borrower will perform each of its obligations and undertakings under and pursuant to the Second Step Agreement, will purchase Assets and the SunGard Financial Related Security thereunder in strict compliance with the terms thereof and will vigorously enforce the rights and remedies accorded to it under the Second Step Agreements. The Borrower will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Administrative Agent, the Lenders and the Insurer as assignees of the Borrower) under each of the Receivables Purchase Agreements as the Administrative Agent or the Insurer may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in any Receivables Purchase Agreements.

SECTION 6.12. Insurance. The Borrower at its own expense will maintain, with financially sound and reputable insurance companies, (a) insurance in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required to be maintained pursuant to the Transaction Documents. The Borrower will furnish to the Lenders and the Insurer, upon request of the Administrative Agent or the Insurer, information in reasonable detail as to the insurance so maintained. The foregoing requirements shall not be construed to negate, reduce or modify, and are in addition to, the Borrower’s obligations hereunder.

SECTION 6.13. Payment to SunGard Financing. With respect to any Receivable purchased by the Borrower from SunGard Financing, such sale shall be effected under, and in strict compliance with the terms of the Second Step Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to SunGard Financing in respect of the Second Step Purchase Price for such Receivable.

SECTION 6.14. Further Assurances and Post-Closing Conditions. Promptly upon reasonable request by the Administrative Agent or the Insurer, the Borrower will (a) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of the Security Agreement or other document or instrument relating to any Collateral, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Insurer may reasonably request from time to time in order to carry out more effectively the purposes of the Security Agreement.

SECTION 6.15. Net Worth. The Borrower will maintain a Net Worth on a consolidated basis with SunGard Financing of at least 3% of its consolidated assets as of the last day of any Monthly Period.

SECTION 6.16. Lenders’ Reliance. The Borrower acknowledges that the Lenders and the Insurer are entering into the transactions contemplated by this

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Agreement in reliance upon the Borrower’s identity as a legal entity separate from SunGard Parent and the Sellers. Therefore, from and after the date of execution and delivery of this Agreement, Borrower shall take all reasonable steps, including, without limitation, all steps that the Administrative Agent, the Insurer or any Lender may from time to time reasonably request, to maintain its identity as a separate legal entity and to make it manifest to third parties that it is an entity with assets and liabilities distinct from those of SunGard Parent and the Sellers. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Borrower will preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization and take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business.

SECTION 6.17. Borrower’s Payment of Fees and Expenses. The Borrower shall pay to the Administrative Agent on the Closing Date all fees and expenses required to be paid hereunder and under the other Transaction Documents, including the Fee Letter, the Insurance and Indemnity Agreement, the Premium Letter and the Administrative Agent Fee Letter.

SECTION 6.18. Evidence of Indebtedness. If in the exercise of any of its rights, powers or remedies under the Transaction Documents the Insurer is required to present a Note evidencing the obligations of the Borrower, then (a) the Borrower shall execute and deliver a Note representing such obligations (to the extent not already executed and delivered to the Lenders in accordance with Section 2.08 hereof) and (b) the Lenders shall deliver, or authorize the delivery of, their respective Notes to the Insurer.

ARTICLE VII

Negative Covenants of the Borrower

So long as any Lender shall have any obligations hereunder, or any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or so long as the Insurer shall have any obligations under the Policy, the Borrower shall comply with the following covenants.

SECTION 7.01. Sales, Liens. The Borrower will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Liens upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract it may have under which any Receivable arises, or any Lockbox, Lockbox Account or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Administrative Agent, the Lenders and the Insurer provided for herein), and the Borrower will defend the right, title and interest of the Administrative Agent, the Insurer and the Lenders in, to and under any of the foregoing property, against all claims of third parties claiming through or under the Finance Subsidiaries.

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SECTION 7.02. Investments. The Borrower will not make or hold any Investments, except as contemplated under the Transaction Documents.

SECTION 7.03. Indebtedness. The Borrower will not create, incur, assume or suffer to exist any Indebtedness except as contemplated under the Transaction Documents.

SECTION 7.04. Fundamental Changes. The Borrower will not do anything that would impair its corporate separateness and will not merge or consolidate with or into any other Person (except for mergers that would not cause an Early Amortization Event), and will not have any Subsidiaries.

SECTION 7.05. Restricted Payments. The Borrower will not make any Restricted Payment at any time (i) when the Outstanding Amount of Loans exceeds the Borrowing Base, or (ii) which would cause the Outstanding Amount of Loans to be greater than the Borrowing Base.

SECTION 7.06. Change in Nature of Business. The Borrower will not make any change in the character of its business which would impair the collectibility of the Receivables or otherwise adversely affect the interests or remedies of the Lenders or Insurer.

SECTION 7.07. Transactions with Affiliates. Except as contemplated by the Transaction Documents, the Borrower will not enter into any transaction of any kind with any Affiliate.

SECTION 7.08. Use of Proceeds. The Borrower will not use the proceeds of any Borrowing, whether directly or indirectly, in a manner inconsistent with the uses set forth in the preliminary statements to this Agreement.

SECTION 7.09. Accounting Changes. The Borrower will not make any change in fiscal year; provided, however, that the Borrower upon written notice to the Administrative Agent and the Insurer, may change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent and the Insurer, in which case, the Administrative Agent and the Insurer will, and are hereby authorized by the Lenders and the Borrower to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

SECTION 7.10. Name Change, Offices and Records. The Borrower will not take any action that would cause any financing statement to become “seriously misleading” under Section 9-507 of the Uniform Commercial Code or change its location as specified in Section 9-307 of the Uniform Commercial Code unless it shall have: (i) given the Administrative Agent at least thirty (30) days’ prior written notice thereof and (ii) delivered to the Administrative Agent all financing statements, instruments and other documents requested by the Administrative Agent in connection with such change or relocation.

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SECTION 7.11. Change in Payment Instructions to Obligors. The Borrower will not add or terminate any bank as a Lockbox Bank or Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lockbox, Lockbox Account or Collection Account, unless the Administrative Agent shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Lockbox Bank or Collection Bank or a Lockbox, Lockbox Account or Collection Account, an executed Control Agreement with respect to the new Lockbox, Lockbox Account or Collection Account; provided, however, that the Collection Agent may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Lockbox, Lockbox Account or Collection Account.

SECTION 7.12. Modifications to Contracts and SunGard Financial Policy. The Borrower will not make (i) any change to the SunGard Financial Policy or the character of its business which would impair the collectibility of the Receivables or otherwise adversely affect the interests or remedies of the Lenders or Insurer, and (ii) any material change to the SunGard Financial Policy without the prior written consent of the Administrative Agent and the Insurer. The Borrower will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the SunGard Financial Policy.

SECTION 7.13. No Designation of “Amortization Date”. The Borrower will not declare an “Early Amortization Event” (as defined in and under each of the Receivables Purchase Agreements), or send any written notice to any Seller in respect thereof, without the prior written consent of the Controlling Party, except with respect to the occurrence of an Insolvency Event.

SECTION 7.14. Amendments to Documents. The Borrower shall not amend its Organization Documents or any Transaction Document to which it is party, or consent to SunGard Financing amending or waiving any provision of any Transaction Document to which it is a party, without the prior written consent of the Administrative Agent and the Controlling Party.

SECTION 7.15. Employees. The Borrower will not have any employees.

ARTICLE VIII

Covenants of the Administrative Agent

So long as any Lender shall have any obligations hereunder, or any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or so long as the Insurer shall have any obligations under the Policy, the Administrative Agent shall comply with the following covenants.

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SECTION 8.01. Certain Duties of the Administrative Agent. The Administrative Agent shall review each Monthly Report and each Compliance Certificate delivered to the Administrative Agent by or on behalf of the Borrower. The Administrative Agent shall notify the Insurer, the Lenders, the Funding Agents, S&P and Moody’s of any Early Amortization Event which its review has disclosed. Under no circumstance shall the failure of the Administrative Agent to deliver notice under this Section 8.01 result in the loss or waiver by the Administrative Agent of any remedies, including the remedies set forth in Sections 9.02 and 9.03, or any rights to indemnification.

ARTICLE IX

Early Amortization Events, Events Of Default and Remedies

SECTION 9.01. Early Amortization Events. Any of the following shall constitute an Early Amortization Event; provided, however, that the Insurer, so long as it is the Controlling Party, shall have delivered to the Administrative Agent its prior written consent thereto:

(a) Non-Payment. The Borrower fails to pay (i) when and as required to be paid herein, any amount of principal of or interest on any Loan from Collections, (ii) any Overadvance Amount for a period of one Business Day, or (iii) within five (5) Business Days after the same becomes due, any other amount payable hereunder or with respect to any other Transaction Document; or

(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in Section 6.03(a) or 6.16; or

(c) Other Defaults. The Borrower fails to perform or observe any other covenant or agreement (not specified in Section 9.01(a) or (b) above) contained in any Transaction Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent to the Borrower; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Borrower Party herein, in any other Transaction Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e) Cross-Acceleration. SunGard Parent, either Finance Subsidiary, or any Seller (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of not less than $50,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs, the effect of which default or other event is to cause, and the holder or

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holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) causes, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided, however, that this clause (e)(B) shall not apply to secured Indebtedness of SunGard Parent or any Seller that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

(f) Insolvency Event. An Insolvency Event with respect to any Seller, SunGard Financing, the Performance Guarantor or the Borrower shall occur; or

(g) Inability to Pay Debts; Attachment. (i) The Borrower becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

(h) [reserved].

(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect; or

(j) Invalidity of Transaction Documents. Any material provision of any Transaction Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or as a result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or the Borrower contests in writing the validity or enforceability of any provision of any Transaction Document; or the Borrower denies in writing that it has any or further liability or obligation under any Transaction Document (other than as a result of repayment in full of the Obligations and termination of this Agreement), or purports in writing to revoke or rescind any Transaction Document; or

(k) Change of Control. There occurs any Change of Control; or

(l) Security Agreement. (i) The Security Agreement after delivery thereof pursuant to Section 4.01 or 6.09 shall for any reason cease to create a valid and perfected first priority lien (or other security purported to be created on the applicable Collateral) on and security interest in the Collateral covered thereby, subject to Liens permitted under

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Section 7.01, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it representing securities or instruments pledged under the Security Agreement or to file Uniform Commercial Code continuation statements; or

(m) Dilution Trigger Ratio. As at the end of any Monthly Period, the average Dilution Trigger Ratio for the three (3) preceding Monthly Periods ending with such Monthly Period as reported in the applicable Monthly Reports exceeds 10%; or

(n) Default Trigger Ratio. As at the end of any Monthly Period, the average Default Trigger Ratio for the three (3) preceding Monthly Periods ending with such Monthly Period as reported in the applicable Monthly Reports exceeds 7.5%; or

(o) Delinquency Trigger Ratio. As at the end of any Monthly Period, the average Delinquency Trigger Ratio for the three (3) preceding Monthly Periods ending with such Monthly Period as reported in the applicable Monthly Reports exceeds 50%; or

(p) Turnover Ratio. As at the end of any Monthly Period, the average Turnover Ratio for the three (3) preceding Monthly Periods ending with such Monthly Period as reported in the applicable Monthly Reports exceeds 120 days; or

(q) Other Amortization Events. An “Early Amortization Event” under and as defined in either of the Receivables Purchase Agreements shall occur, or either such agreement shall terminate for any reason, or the Borrower shall for any reason cease to have capacity to purchase Receivables under the applicable Receivables Purchase Agreement, or fulfill its obligations hereunder; or

(r) Performance Guarantor. The Performance Guarantor shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or the Performance Guarantor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability; or

(s) Collection Agent Default. A Collection Agent Default shall occur; or

(t) The Policy. The Policy shall terminate or lapse before the date on which the Obligations have been indefeasibly paid in full in the absence of a replacement policy in effect at the time of termination or lapse acceptable to the Required Lenders; or

(u) Material Adverse Change. A material adverse change in the determination of the Controlling Party shall have occurred with respect to (i) the validity, enforceability or collectibility of the Receivables taken as a whole or (ii) the ability of any Seller, the Collection Agent, the Borrower or SunGard Financing to perform its obligations under the Transaction Documents; or

(v) Interest Coverage Ratio. The Interest Coverage Ratio (as defined in the Senior Credit Agreement as in effect on the date hereof) for any Test Period (as

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defined in the Senior Credit Agreement as in effect on the date hereof) (beginning with the Test Period ending on December 31, 2005) is less than the ratio set forth below in the column and row corresponding to the last day of such Test Period:

Fiscal Year	March 31	June 30	September 30	December 31
2005	—	—	—	1.05:1
2006	1.05:1	1.05:1	1.05:1	1.05:1
2007	1.05:1	1.05:1	1.05:1	1.10:1
2008	1.10:1	1.10:1	1.10:1	1.10:1
2009	1.10:1	1.10:1	1.10:1	1.15:1
2010	1.15:1	1.15:1	1.15:1	1.20:1
2011	1.20:1	1.20:1	1.20:1	1.25:1

and thereafter 1.25:1.

SECTION 9.02. Remedies Upon an Early Amortization Event. If any Early Amortization Event occurs and is continuing, the Administrative Agent may with the consent of the Controlling Party and, at the request of the Controlling Party, shall exercise on behalf of itself, the Lenders and the Insurer all rights and remedies available to it, the Lenders or the Insurer under the Transaction Documents or applicable Law; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code, or the occurrence of an Early Amortization Event described in Section 6.1(e) or (f) of the First Step Agreement, the obligation of each Lender to make Loans shall automatically terminate, and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, without further act of the Administrative Agent, the Insurer or any Lender. The Administrative Agent will promptly notify S&P and Moody’s of any Early Amortization Event.

SECTION 9.03. Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Controlling Party, shall take any or all of the following actions:

(a) declare the obligations of each Lender and the commitment of each Committed Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Transaction Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and

(c) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Transaction Documents or applicable Law;

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provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code, the obligation of each Lender to make Loans shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, without further act of the Administrative Agent or any Lender.

ARTICLE X

Administrative Agent and Other Agents

SECTION 10.01. Appointment and Authorization of Agents. (a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Transaction Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Transaction Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Transaction Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) The Administrative Agent shall also act as the “collateral agent” under the Transaction Documents, and each of the Lenders (in its capacities as a Lender) and the Insurer hereby irrevocably appoints and authorizes the Administrative Agent to act as the Collateral Agent of (and to hold any security interest created by the Security Agreement for and in behalf of or on trust for) such Lender and the Insurer under the Security Agreement for purposes of acquiring, holding and enforcing, at the direct of the Controlling Party, any and all Liens on Collateral granted by the Borrower to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article X (including, Section 10.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Transaction Documents) as if set forth in full herein with respect thereto.

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SECTION 10.02. Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Agreement or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact, such sub-agents as shall be deemed necessary by the Administrative Agent and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct (as determined in the final judgment of a court of competent jurisdiction).

SECTION 10.03. Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any officer thereof, contained herein or in any other Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Transaction Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Security Agreement, or for any failure of the Borrower or any other party to any Transaction Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Transaction Document, or to inspect the properties, books or records of the Borrower or any Affiliate thereof.

SECTION 10.04. Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any the Borrower), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Transaction Document unless it shall first receive such advice or concurrence of the Controlling Party as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in

37

accordance with a request or consent of the Controlling Party and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b) For purposes of determining compliance with the conditions specified in Section 4.01 and 4.02(a) and (b), each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

SECTION 10.05. Notice of Early Amortization Event. Except as provided in Section 8.01, the Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Early Amortization Event, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders and the Insurer, unless the Administrative Agent shall have received written notice from a Lender, the Insurer or the Borrower referring to this Agreement, describing such Early Amortization Event and stating that such notice is a “Notice of Early Amortization Event.” The Administrative Agent will notify the Lenders and the Insurer of its receipt of any such notice and promptly deliver a copy of such notice to the Insurer and the Lenders. The Administrative Agent shall take such action with respect to any Early Amortization Event as may be directed by the Controlling Party in accordance with Article IX; provided, however, that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Early Amortization Event as it shall deem advisable or in the best interest of the Lenders and the Insurer.

SECTION 10.06. Credit Decision; Disclosure of Information by Agents. Each Lender and the Insurer acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any such Agent-Related Person to any Lender or the Insurer as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender and the Insurer represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and its respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender and the Insurer also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property,

38

financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Insurer by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

SECTION 10.07. Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any the Borrower and without limiting the obligation of the Borrower to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 10.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 10.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 10.07 shall survive the Termination Date, the payment of all other Obligations and the resignation of the Administrative Agent.

SECTION 10.08. Agents in their Individual Capacities. JPMorgan Chase Bank and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Borrower and their respective Affiliates as though JPMorgan Chase Bank were not the Administrative Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, JPMorgan Chase Bank or its Affiliates may receive information regarding the Borrower or its Affiliates (including information that may be subject to confidentiality obligations in favor of the Borrower or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, JPMorgan Chase Bank shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” include JPMorgan Chase Bank in its individual capacity.

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SECTION 10.09. Successor Agents. The Administrative Agent may resign as the Administrative Agent upon thirty (30) days’ notice to the Lenders, the Insurer and the Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders, with the prior written consent of the Insurer, shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Early Amortization Event under Section 9.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent,” means such successor Administrative Agent and/or supplemental Administrative Agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article X and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If the Lenders or the Administrative Agent shall not have appointed a successor agent as the Administrative Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the Insurer shall appoint a successor agent within an additional thirty day period, and upon the earlier of such appointment or such additional thirty day period, the retiring Administrative Agent’s resignation shall become effective. If no successor agent has accepted appointment as aforesaid, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as either the Required Lenders or the Insurer appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders or the Insurer may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security Agreement or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Transaction Documents. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

SECTION 10.10. Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any the Borrower, the Administrative Agent (irrespective of whether the

40

principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.06 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent under Sections 2.06 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

SECTION 10.11. Collateral and Guarantee Matters. The Lenders irrevocably agree that any Lien on any property granted to or held by the Administrative Agent under any Transaction Document shall be automatically released (i) upon termination of this Agreement and payment in full of all Obligations (other than contingent indemnification obligations not yet accrued and payable), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Transaction Document to any Person other than SunGard Financing or the Borrower, or (iii) subject to Section 11.01(e), if the release of such Lien is approved, authorized or ratified in writing by the Controlling Party.

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ARTICLE XI

Miscellaneous

SECTION 11.01. Amendments, Etc. Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Transaction Document, and no consent to any departure by the Borrower or the Administrative Agent therefrom, shall be effective unless in writing signed by the Controlling Party and SunGard Financing, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given and shall require prior written notice to each of Moody’s and S&P; provided, however, that, no such amendment, waiver or consent shall, subject to Section 11.07(e):

(a) extend or increase the Related Group Limit of any Related Group, change the definition of Pro Rata Share or Advance Rate or extend the Scheduled Early Amortization Date or Termination Date without the written consent of each Lender directly affected thereby (but a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Early Amortization Event, mandatory prepayment or mandatory reduction of the Related Group Limit of any Related Group shall not constitute an extension or increase of any Related Group Limit of any Related Group);

(b) postpone any date scheduled for any payment of principal or interest without the written consent of each Lender directly affected thereby;

(c) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Transaction Document without the written consent of each Lender directly affected thereby;

(d) change any provision of this Section 11.01, the definition of “Required Lenders”, Section 6.12 or waive Section 9.01(u) without the written consent of each Lender affected thereby;

(e) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; or

(f) release all or substantially all of the aggregate value of the Performance Guarantee, without the written consent of each Lender;

and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the parties required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Transaction Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Related Group Limit of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting

42

Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders).

SECTION 11.02. Notices and Other Communications; Facsimile Copies. (a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Transaction Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule D or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(ii) if to the Insurer or any other Lender, to the address, facsimile number, electronic mail address or telephone number designated by such party in a notice to the Borrower and the Administrative Agent from time to time.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 11.02(c)), when delivered; provided, however, that notices and other communications to the Administrative Agent pursuant to Article II shall not be effective until actually received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

(b) Effectiveness of Facsimile Documents and Signatures. Transaction Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on the Borrower, the Agents and the Lenders.

(c) Reliance by Agents, Lenders and Insurer. The Administrative Agent, the Lenders and the Insurer shall be entitled to rely and act upon any notices (including telephonic Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person, the Insurer and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower in the absence of gross

43

negligence or willful misconduct. All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

SECTION 11.03. No Waiver; Cumulative Remedies. With respect to the Borrower Parties on one hand and the Lenders on the other, no failure by any Lender, the Insurer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Transaction Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each Transaction Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

SECTION 11.04. Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Transaction Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Cravath, Swaine & Moore LLP, and (b) to pay or reimburse the Administrative Agent, the Insurer, and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Transaction Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto, and other (reasonable, in the case of Section 11.04(a)) out-of-pocket expenses incurred by any Agent or the Insurer. The agreements in this Section 11.04 shall survive the termination of this Agreement and repayment of all other Obligations. All amounts due under this Section 11.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If the Borrower fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Transaction Document, such amount may be paid on behalf of the Borrower by the Administrative Agent in its sole discretion.

SECTION 11.05. Indemnification by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, the Insurer, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in

44

any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Transaction Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment or Loan, or the use or proposed use of the proceeds therefrom, or (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided, however, that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any the Borrower have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Transaction Documents is consummated. All amounts due under this Section 11.05 shall be paid within ten (10) Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 11.05. The agreements in this Section 11.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

SECTION 11.06. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered

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from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect.

SECTION 11.07. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither SunGard Financing nor the Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee that satisfies the conditions to assignment under this Section 11.07 (an “Eligible Assignee”), (ii) by way of participation in accordance with the provisions of Section 11.07(e), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.07(g) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 11.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Related Group Limit and Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the Borrower; provided, however, that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, a Support Party of a Conduit Lender, an Approved Fund or, if an Early Amortization Event under Section 9.01(a), (f) or (g) has occurred and is continuing, any Eligible Assignee; and

(B) the Administrative Agent; provided, however, that no consent of the Administrative Agent shall be required for an assignment to an Agent or an Affiliate of an Agent;

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consents; provided, however, that (1) no such consent of the Borrower shall be required if an Early Amortization

46

Event under Section 9.01(a), (f) or (g) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; and

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500.

(c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.07(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.07(e).

(d) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(e) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided, however, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any

47

agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Transaction Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Transaction Documents; provided, however, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that directly affects such Participant. Subject to Section 11.07(f), the Borrower agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.07(b) but shall not be entitled to recover greater amounts under such Sections than the selling Lender would be entitled to recover. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 11.09 as though it were a Lender; provided, however, that such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(f) A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 11.15 as though it were a Lender.

(g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to any Federal Reserve Bank; provided, however, that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(h) Notwithstanding anything to the contrary contained herein, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided, however, that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 11.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Transaction Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Transaction Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

SECTION 11.08. Tax Disclosure. The Borrower, the Administrative Agent, the Insurer, the Lenders, and the Funding Agents, and each Indemnified Party and any successor or assign of any of the foregoing (and each employee, representative or other agent of any of the foregoing) may disclose to any and all Persons, without

48

limitation of any kind, the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated herein and all materials of any kind (including opinions or other tax analyses) that are or have been provided to any of the foregoing relating to such tax treatment or tax structure, and it is hereby confirmed that each of the foregoing have been so authorized since the commencement of discussions regarding the transactions.

SECTION 11.09. Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Early Amortization Event or an Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Person, any such notice being waived by the Borrower to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the Borrower and its Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or under any other Transaction Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Transaction Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 11.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have.

SECTION 11.10. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Transaction Document, the interest paid or agreed to be paid under the Transaction Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

SECTION 11.11. Counterparts. This Agreement and each other Transaction Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement and each other Transaction Document shall be effective as delivery of an

49

original executed counterpart of this Agreement and such other Transaction Document. The Agents may also require that any such documents and signatures delivered by telecopier be confirmed by a manually signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier.

SECTION 11.12. Integration. This Agreement, together with the other Transaction Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Transaction Document, the provisions of this Agreement shall control; provided, however, that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Transaction Document shall not be deemed a conflict with this Agreement. Each Transaction Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

SECTION 11.13. Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Transaction Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Potential Early Amortization Event or Early Amortization Event at the time of any Borrowing, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

SECTION 11.14. Severability. If any provision of this Agreement or the other Transaction Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Transaction Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 11.15. Tax Forms. Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed copies of IRS Form W-9 on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), certifying that it is entitled to an exemption from United States backup withholding tax, or any successor form. If such Person fails to deliver such forms, then the Administrative Agent may withhold from any payment to such Person an amount equivalent to the applicable backup withholding tax imposed by the Code.

SECTION 11.16. GOVERNING LAW. (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS

50

PROVISIONS THEREOF OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

(b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY TRANSACTION DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY TRANSACTION DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY TO THIS AGREEMENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY TRANSACTION DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

SECTION 11.17. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY TRANSACTION DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

SECTION 11.18. Non-Petition. (a) Each party hereto agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against the Borrower, SunGard Financing or any other obligor under any of the Transaction Documents (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any Finance Subsidiary, without the prior written consent of the Administrative Agent. The provisions of this Section 11.18 are for the sole benefit of the Lenders and the Insurer and shall not afford any right to, or constitute a

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defense available to, the Borrower. (b) Each party hereto agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Conduit Lender (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Conduit Lender. (c) Each Lender, Funding Agent, the Insurer and the Administrative Agent hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all Obligations, it will not institute against, or join any other Person in instituting against, SunGard Financing or Borrower any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. The provision of this Section 11.18 (a) and (b) are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, the Borrower.

SECTION 11.19. USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

SECTION 11.20. Assignment. The Borrower hereby assigns to the Administrative Agent, for the benefit of the Insurer and the Lenders, all of its direct and indirect rights and remedies under each of the First Step Agreement, the Second Step Agreement, the Performance Undertaking and the Collection Agent Agreement. The Administrative Agent, on behalf of the Lenders and the Insurer, shall be entitled to exercise, without notice or consent of SunGard Funding and at the direction of the Controlling Party, any and all direct and indirect rights and remedies of SunGard Funding under the First Step Agreement, the Second Step Agreement, the Performance Undertaking and the Collection Agent Agreement from time to time, but none of the Administrative Agent, the Lenders or the Insurer shall have any obligations thereunder to any Borrower Party or any liability for any loss, expense, claim or damage incurred by or asserted against any Borrower Party by reason of the Administrative Agent’s, the Lenders’ or the Insurer’s acts or omissions relating thereto.

SECTION 11.21. Rights of Insurer. Notwithstanding anything to the contrary in the Transaction Documents, the Insurer shall only have consent, voting and approval rights hereunder for so long as the Insurer remains the Controlling Party. Upon the occurrence and during the continuation of an Insurer Default or upon termination of the Policy, and thereafter, any reference in the Transaction Documents (other than the Insurance Agreement, the Premium Letter and the Policy) to consent, voting and approval rights of the Insurer shall be without legal effect.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

SUNGARD FUNDING LLC
	by:
	SUNGARD FINANCING LLC,
	its Member
		/s/ Michael J. Ruane
		Name:	Michael J. Ruane
		Title:	President, Treasurer and
			Assistant Secretary

JPMORGAN CHASE BANK, N.A., as
Committed Lender, Funding Agent and
Administrative Agent
	by
		/s/ Leo Loughead
		Name:	Leo Loughead
		Title:	Managing Director

CITICORP NORTH AMERICA, INC., as
Committed Lender and Funding Agent
	by
		/s/ Lain J. Gutierrez
		Name:	Lain J. Gutierrez
		Title:	Vice President

DEUTSCHE BANK AG, New York
Branch, as Committed Lender and Funding
Agent
	by
		/s/ Michael Cheng
		Name:	Michael Cheng
		Title:	Director
	by
		/s/ Tina Gu
		Name:	Tina Gu
		Title:	Vice President

53

JUPITER SECURITIZATION CORP., as
Conduit Lender
	by
		/s/ Leo Loughead
		Name:	Leo Loughead
		Title:	Authorized Signatory

NANTUCKET FUNDING CORP., LLC,
as Conduit Lender
	by
		/s/ Jill A. Gordon
		Name:	Jill A. Gordon
		Title:	Vice President

CHARTA, LLC, as Conduit Lender
by	Citicorp North America, Inc. as
	Attorney-in-Fact
by	/s/ Lain J. Gutierrez
	Name:	Lain J. Gutierrez
	Title:	Vice President

FINANCIAL GUARANTY INSURANCE
COMPANY, as Insurer
	by
		/s/ Kenneth Degen
		Name:	Kenneth Degen
		Title:	Managing Director

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ANNEX A

Definitions

“Accrual Period” means the period from (and including) a Determination Date (or in the case of the first Accrual Period, the Closing Date) to (but excluding) the next following Determination Date.

“Actual Effective Date Purchase Price” has the meaning set forth in Section 1.2(a) of the First Step Agreement.

“Additional Seller” means a Subsidiary that becomes a Seller under the First Step Agreement after the Closing Date pursuant to a Joinder Agreement.

“Adjusted Dilution” means for a Monthly Period, the difference between (a) the sum of (i) the product of (x) the Dilution Estimate, and (y) the Obligor Credit Memo Amount, (ii) Other Credit Adjustments, and (iii) without duplication, other Dilution, and (b) One-Time Non-Dilutive Credit Adjustments.

“Adjusted LIBO Rate” means, with respect to any LIBO Rate Loan for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Adjusted Monthly Period” has the meaning set forth in Section 1.4(c)(i) of the First Step Agreement.

“Adjusted Monthly Receivables Amount” means, for any Monthly Period, the Monthly Receivables Amount less the Dilution Adjustment Amount for such Monthly Period except in the case of (a) Monthly Period (July 2005), where it shall mean the Monthly Receivables Amount (July 2005) less the Dilution Adjustment Amount for such Monthly Period and (b) Monthly Period (August 2005), where it shall mean the Monthly Receivables Amount (August 2005) less the Dilution Adjustment Amount for such Monthly Period.

“Administrative Agent” means JPMorgan Chase Bank, N.A., as agent for the Lenders, the Funding Agents and the Insurer hereunder, or any successor agent under the Credit Agreement (together with its successors and assigns).

“Administrative Agent Fee Letter” means that certain Administrative Agent fee letter agreement, dated as August 11, 2005, relating to the SunGard Insured Receivables Facility, between the Borrower and the Administrative Agent, as amended or modified from time to time.

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“Advance Rate” means (a) 100% minus (b) the sum of (i) the Loss Percentage, (ii) the Dilution Percentage, (iii) the Coverage Percentage, and (iv) the Yield and Servicing Fee Percentage.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. A Person will not be deemed to be an Affiliate of another Person solely because such Persons are both portfolio companies of one or more Sponsors.

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Agents” means, collectively, the Administrative Agent and the Funding Agents.

“Aggregate Commitments” means, at any time, the aggregate amount of the Commitments of all Committed Lenders.

“Aggregate Purchase Price” has the meaning set forth in Section 1.4(c)(i) of the First Step Agreement.

“Amortization Date” means the earlier of the Scheduled Early Amortization Date and the Early Amortization Date.

“Applicable Rate” means (a) in the absence of an Insurer Default or termination of the Policy, 0%, and (b) otherwise, with respect to CP Rate Loans and LIBO Rate Loans, the “Applicable Rate” for Eurodollar Loans from time to time in effect under the Senior Credit Agreement and, with respect to Base Rate Loans, the “Applicable Rate” for Base Rate Loans from time to time in effect under the Senior Credit Agreement.

“Appropriate Lender” means, at any time with respect to Loans of any Class, the Lenders of such Class.

“Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“AS” means SunGard Availability Inc., a Delaware corporation.

“Assets” is defined in the Second Step Agreement.

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“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D to the Credit Agreement.

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as amended, and any successor statute thereto.

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by JPMorgan Chase Bank as its “prime rate.” The “prime rate” is a rate set by JPMorgan Chase Bank based upon various factors including JPMorgan Chase Bank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by JPMorgan Chase Bank shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Billed Receivable” means a Receivable in respect of which an invoice addressed to the Obligor thereof has been sent.

“Borrower” means SunGard Funding.

“Borrower Parties” means SunGard Parent, the Sellers, SunGard Financing and the Borrower.

“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type made under one Loan Notice and, in the case of LIBO Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01 of the Credit Agreement.

“Borrowing Base” means, at any time, the product of (i) the Net Receivables Balance, and (ii) the Advance Rate.

“Bridge Credit Agreement” means the Bridge Receivables Credit Agreement, dated as of August 11, 2005, relating to the SunGard Bridge Receivables Facility, by and among SunGard Funding II LLC, a Delaware limited liability company, JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders and Funding Agents parties thereto, as amended or modified from time to time.

“Bridge First Step Agreement” means the First Step Agreement referred to in the Bridge Credit Agreement.

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“Bridge Loans” means the Loans under and as defined in the Bridge Credit Agreement.

“Bridge Second Step Agreement” means the Second Step Agreement referred to in the Bridge Credit Agreement.

“Bridge Transaction Documents” means the “Transaction Documents” as defined in the Bridge Credit Agreement.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City and Chicago are authorized or required by law to remain closed; provided, however, that, when used in connection with a LIBO Rate Loan, the term “Business Day” shall also not include any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Capped Interest Amount” means,

(i) for any Accrual Period before the Amortization Date, an amount of interest equal to (a) the Capped Interest Rate, times (b) the average daily Outstanding Amount of Loans during such Accrual Period, times (c) the actual number of days in such Accrual Period divided by 360; and

(ii) for any day on and after the Amortization Date, an amount of interest equal to (a) the Capped Interest Rate, times (b) the Outstanding Amount of Loans on such day, times (c) 1/360.

“Capped Interest Rate” means, for any Accrual Period, a per annum rate equal to the LIBO Rate for a period of one month, beginning on (and including) the first day of such Accrual Period and ending on (but excluding) the last day of such Accrual Period, as determined in good faith by the Administrative Agent.

“Cash Payments” has the meaning set forth in Section 1.4(c)(ii) of the First Step Agreement.

“Change of Control” means (i) with respect to the Borrower, the failure by SunGard Financing to own 100% of the equity interests of the Borrower, or (ii) with respect to SunGard Financing, the failure by SunGard Parent or the Sellers, directly or indirectly, to own 100% of the equity interests of SunGard Financing.

“Charged-Off Receivables” means, with respect to any date of determination, a Receivable (i) as to which the Obligor is bankrupt or insolvent, (ii) as to which the Obligor thereof, if a natural person, is deceased, (iii) which, consistent with the SunGard Financial Policy, would be written off the applicable Seller’s books as uncollectible, or (iv) which has been identified by the applicable Seller as uncollectible.

“Class” means, with respect to any Loan, its character as a CP Rate Loan, or a Committed Loan.

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“Closing Date” means the first date all the conditions precedent in Section 4.01 of the Credit Agreement and Schedule B to the Credit Agreement are satisfied or waived in accordance with Section 11.01 of the Credit Agreement.

“Code” means the Internal Revenue Code of 1986 and rules and regulations related thereto.

“Collateral” means all the “Collateral” as defined in the Security Agreement.

“Collateral and Guarantee Requirement” means, at any time, the requirement that:

(i) the security interests of the Administrative Agent, the Borrower and SunGard Financing (and the underlying supporting obligations) shall have been perfected in accordance with the terms of the Transaction Documents.

(ii) the Security Agreement shall be in full force and effect and the Borrower shall not be in default of any of its obligations thereunder;

(iii) the Performance Undertaking shall be in full force and effect and the Performance Guarantor shall not be in default of any of the Performance Undertaking’s provisions;

(iv) none of the Collateral shall be subject to any Lien other than a Lien contemplated by the Transaction Documents; and

(v) except to the extent otherwise permitted hereunder or under any Transaction Document, the Obligations and Insurance Obligations shall be secured by a security interest in, and mortgages on, the Receivables, the Collections and the Related Security.

“Collection Account” means each concentration account, deposit account or similar account in which any Collections are deposited, and which shall be in the name of SunGard Financing.

“Collection Agent” means at any time the Person (which may be the Administrative Agent) then authorized pursuant to the Collection Agent Agreement to service, administer and collect Receivables.

“Collection Agent Agreement” means the Collection Agent Agreement, dated August 11, 2005, relating to the SunGard Insured Receivables Facility, by and between Borrower and SunGard Parent, as initial Collection Agent.

“Collection Agent Default” means that (a) an Insolvency Event shall occur with respect to the Collection Agent, or (b) the Collection Agent shall fail (i) to make any payment or deposit required to be made by the Collection Agent under any Transaction Document when due and such failure continues for five (5) days, (ii) to

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deliver to the Administrative Agent a Monthly Report when due and such failure continues for five (5) Business Days, or (iii) (other than as referred to in clause (ii) of this definition) to perform or observe any term, covenant or agreement under any Transaction Document to which it is a party and such failure shall continue for thirty (30) days.

“Collection Agent Fee” means the Collection Agent’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables. So long as SunGard Financing or an Affiliate of SunGard Parent is the Collection Agent, the Collection Agent Fee will be no greater than 0.50% per annum of the average daily Net Receivables Balance of the Receivables.

“Collection Amount” means the aggregate Collections received from Obligors during a Monthly Period.

“Collection Bank” means, at any time, any of the banks holding one or more Collection Accounts.

“Collections” means, with respect to any Receivable, all cash collections and other cash proceeds in respect of such Receivable, including, without limitation, all Finance Charges, if any, and cash proceeds of the Related Security, and any Deemed Collections of such Receivable.

“Commercial Paper” means promissory notes of a Conduit Lender issued by such Conduit Lender into the commercial paper markets or the money markets.

“Commitment” means, as to each Committed Lender, its obligation to make Loans to the Borrower pursuant to Section 2.01 of the Credit Agreement, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Committed Lender’s name on Schedule A to the Credit Agreement under the caption “Commitment” or in the Assignment and Assumption pursuant to which such Committed Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with the Credit Agreement. The aggregate amount of Commitments of all Lenders shall be $375,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of the Credit Agreement.

“Committed Lender” means each of the entities identified on Schedule A to the Credit Agreement as a “Committed Lender”, together with any of their respective successors and assigns.

“Committed Loan” means a Loan made by a Committed Lender.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C to the Credit Agreement.

“Concentration Factor” means, on any day with respect to any Obligor, 2% (except as specified in the definition of Special Obligor Concentration Factor with respect to Special Obligors).

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“Concentration Limit” means, as of any date, for any Obligor and its Affiliates, the product of (a) the Concentration Factor for such Obligor, and (b) the outstanding balance of all Eligible Receivables as of such date.

“Conduit Lender” means each of the entities identified on Schedule A to the Credit Agreement as a “Conduit Lender”, together with any of their respective successors and assigns.

“Conduit Loan” means a Loan made by a Conduit Lender.

“Contract” means, with respect to any Receivable, any and all instruments, agreements, invoices or other writings pursuant to which such Receivable arises or which evidences such Receivable.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning specified in the definition of “Affiliate.”

“Control Agreement” means an agreement relating to the SunGard Insured Receivables Facility substantially in the form of Exhibit F to the Credit Agreement among each applicable Lockbox Bank or Collection Bank, SunGard Financing and the Administrative Agent, or otherwise satisfactory to SunGard Financing, the Administrative Agent, and the applicable Lockbox Bank or Collection Bank.

“Controlling Party” means (a) in the absence of an Insurer Default or the termination of the Policy, the Insurer, and (b) otherwise, the Required Lenders.

“Coverage Percentage” means at any time, 5%.

“CP Rate” means a weighted average rate of interest determined as follows:

(a) to the extent that any Conduit Loan that is a CP Rate Loan is funded or maintained with Match Funded Commercial Paper during any Accrual Period, the rate equivalent to the daily weighted average of (i) the discount rate (or if more than one discount rate, the daily weighted average of the discount rates) at which Commercial Paper having a term equal to that of the Commercial Paper issued by the applicable Conduit Lender can be sold by any placement agent or commercial paper dealer selected by such Conduit Lender, converted to an annual yield-equivalent rate on the basis of a 360-day year, which rates shall include placement agent and dealer fees and commissions and (ii) the annual interest rate (or if more than one rate, the weighted average of the annual interest rates) payable by such Conduit Lender on interest-bearing Commercial Paper having a term equal to that of the Commercial Paper issued by the applicable Conduit Lender, on the basis of a 360-day year, which rates shall include placement agent and dealer fees and commissions, and

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(b) to the extent that any Conduit Loan that is a CP Rate Loan is funded or maintained with Pool-Funded Commercial Paper, or with respect to Charta LLC, as a Conduit Lender, with Promissory Notes, for each day, the sum of (i) weighted average discount or yield accrued on such Pool-Funded Commercial Paper or Promissory Notes on such day, converted to an annual yield-equivalent rate on the basis of a 360-day year, plus (ii) any and all accrued commissions in respect of placement agents and commercial paper dealers, and issuing and paying agent fees incurred, in respect of such Pool-Funded Commercial Paper or Promissory Notes for such day, plus (iii) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase facilities which are funded by such Pool-Funded Commercial Paper or Promissory Notes for such day, minus (iv) any accrual of income net of expenses received on such day from investment of collections received under the related Conduit Lender’s other credit or receivable purchase facilities funded substantially with Pool-Funded Commercial Paper or Promissory Notes (to the extent such income net of expenses is available to such related Conduit Lender and not otherwise encumbered), minus (v) any payment received on such day net of expenses in respect of any broken funding costs related to the prepayment of any loan or investment pursuant to the terms of any of such Conduit Lender’s other credit or receivable purchase facilities funded substantially with Pool-Funded Commercial Paper or Promissory Notes and reasonably allocated to such CP Rate Loan.

In addition to the foregoing costs, if the Borrower shall request any Loan during any period of time determined by any Funding Agent in its sole discretion to result in incrementally higher yield, interest or costs applicable to such Loan, such Loan shall, during such period, be deemed to be funded by the applicable Conduit Lender in a special pool (which may include capital associated with other credit or receivable purchase facilities of the applicable Conduit Lender) for purposes of determining the CP Rate applicable to such Loan.

“CP Rate Loans” means Loans which bear interest by reference to the CP Rate.

“Credit Agreement” means the Insured Receivables Credit Agreement, dated as of August 11, 2005, relating to the SunGard Insured Receivables Facility, by and among SunGard Funding LLC, a Delaware limited liability company, JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders and Funding Agents parties thereto, and the Insurer, as amended or modified from time to time.

“Cut-Off Date” means August 11, 2005.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

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“Deemed Collections” means the amount by which, on any day, the Outstanding Balance of a Receivable is reduced or cancelled as a result of (i) Dilution, including, without limitation, the Dilution of any Receivable, by the originating Seller, a Finance Subsidiary or the Collection Agent, or (ii) if at any time any of the representations or warranties in Article V of the Credit Agreement or either the First Step Agreement or Second Step Agreement are no longer true with respect to any Receivable. A Finance Subsidiary shall be deemed to have received a Collection in full of a Receivable if at any time any of foregoing shall have occurred.

“Default Fee” means a per annum rate of interest equal to the sum of (i) the Base Rate, plus (ii) 2% per annum.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided, however, that, with respect to a LIBO Rate Loan or CP Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

“Default Trigger Ratio” means for any Monthly Period, a ratio (expressed as a percentage) equal to the quotient of (a) the sum, without duplication, of (i) the aggregate balance of all Receivables which are more than 210 and less than 241 days past due as of the last day of the most recently ended Monthly Period (exclusive of Receivables included in clause(ii) in a prior Monthly Period), and (ii) the aggregate amount of all Charged-Off Receivables which were written off during such Monthly Period that were less than 211 days from the original due date for such payment, and (b) the aggregate Adjusted Monthly Receivables Amount originated during the Monthly Period which ended eight Monthly Periods prior to such Monthly Period.

“Defaulted Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for 91 days or more from the original due date for such payment.

“Defaulting Lender” means any Committed Lender that (a) has failed to fund any portion of the Loans within one (1) Business Day of the date required to be funded by it hereunder, unless the subject of a good faith dispute, (b) has otherwise failed to pay over to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“Delinquent Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for 31 days or more from the original due date for such payment.

“Delinquency Trigger Ratio” means, at any time, a percentage equal to (i) the aggregate outstanding balance of all Receivables that were Delinquent Receivables

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as of the last day of the most recently ended Monthly Period, divided by (ii) the aggregate outstanding balance of all Billed Receivables as of the end of the most recently ended Monthly Period.

“Determination Date” means the 17th day of each calendar month, or if such day is not a Business Day, the next following Business Day; provided however, in the case of Monthly Period (July 2005), it shall be August 31, 2005.

“Dilution” means, with respect to the Receivables, any credits, rebates; contract amendments or changes; retroactive pricing adjustments; billing errors; write-offs or compromises due to dispute (whether arising from a related or unrelated transaction); concessions, discounts, discounts relating to volume purchase, cash payment or early payment; allowances or chargebacks relating to defective, rejected, returned or repossessed goods; any of which reduce the Outstanding Balance of such Receivable.

“Dilution Adjustment Amount” means for a Monthly Period, the product of (a) the Obligor Credit Memo Amount and (b) the difference of (i) 1, and (ii) the Dilution Estimate.

“Dilution Estimate” means (a) during the initial 180 days after the Closing Date (or until such time at which the applicable Seller is able to report the Obligor Credit Memo Amount net of credit and rebills), (i) in the case of AS, 28% and (ii) in the case of SCT, 28%, (b) at any other time, (i) in the case of AS, 100% and (ii) in the case of SCT, 100%, and (c) with respect to any other Seller, as determined by the Administrative Agent and the Controlling Party.

“Dilution Horizon Factor” means at any time, a percentage equal to (i) the aggregate Adjusted Monthly Receivables Amount originated during the five Monthly Periods ending immediately prior to the last day of the most recently ended Monthly Period, divided by (ii) the Net Receivables Balance as of the end of the most recently ended Monthly Period.

“Dilution Percentage” means at any time, the greater of (i) 8%, and (ii) a percentage calculated in accordance with the following formula:

DP = [(SF x ADR) + [(HDR - ADR) x (HDR/ADR)]] x DHF

where:

DP	=	the Dilution Percentage;
ADR	=	the average of the Dilution Ratios occurring during the 12 most recent Monthly Periods;
SF	=	the Stress Factor;
HDR	=	the highest four-Monthly Period rolling average of the Dilution Ratio occurring during the 12 most recent Monthly Periods; and
DHF	=	the Dilution Horizon Factor at such time.

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“Dilution Ratio” means, for a Monthly Period, a percentage equal to (i) the aggregate amount of Adjusted Dilution which occurred during such Monthly Period, divided by (ii) the aggregate Adjusted Monthly Receivables Amount originated during the Monthly Period that ended three Monthly Periods prior to the most recent Monthly Period.

“Dilution Trigger Ratio” means, for a Monthly Period, a percentage equal to (i) the aggregate amount of Adjusted Dilution, which occurred during such Monthly Period, divided by (ii) the aggregate Adjusted Monthly Receivables Amount originated during the Monthly Period that ended three Monthly Periods prior to the most recent Monthly Period.

“Discount Factor” means, as of any Purchase Date, the percentage obtained from the following formula (all determined by SunGard Financing as of the related Purchase Date):

(ACRP + ASFP + AP)

where:

ACRP	=	the “Adjusted Carrying Cost Reserve Percentage”, defined as the ratio (expressed as a percentage) obtained by dividing (a) the product of (i) the average of the Turnover Ratio for the three (3) Monthly Periods immediately preceding such Purchase Date (the “Average Turnover”) and (ii) the Base Rate as of the last day of the preceding calendar week by (b) 365.
ASFP	=	the “Adjusted Servicing Fee Percentage”, defined as the ratio (expressed as a percentage) obtained by dividing (a) the product of the Average Turnover times the Servicing Fee, by (b) 360
AP	=	the “Additional Percentage,” defined as 0.10%; provided that (i) none of the elements of the above-referenced formula as applied to any Receivables will be adjusted following the related Purchase Date for such Receivables, (ii) with respect to each Purchase Date that occurs after the last day of a Monthly Period and prior to the related Determination Date for such Monthly Period, the foregoing amounts shall be computed using the amounts for the three most recent Monthly Periods for which a Monthly Report has been furnished and (iii) for the initial period from and including the initial Purchase to but excluding the first Determination Date, the Discount Factor will be 1.681%.

“Dollar” and “$” mean lawful money of the United States.

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“Early Amortization Date” means the earliest to occur of (i) the Business Day (or immediately following the day) on which an Insolvency Event with respect to any Borrower Party described in Section 9.01(f) of the Credit Agreement occurs, (ii) the Business Day specified in a written notice from the Controlling Party following the occurrence of any other Early Amortization Event, and (iii) the date which is 15 Business Days after the Administrative Agent’s receipt of written notice from the Borrower that it wishes to terminate the SunGard Insured Receivables Facility; provided, however, that the Insurer, if the Controlling Party, shall have delivered to the Administrative Agent its prior written consent to the occurrence of such Early Amortization Event.

“Early Amortization Event” means any Early Amortization Event set forth in Section 9.1 of the Credit Agreement, or any Early Amortization Event as defined in the First Step Agreement or the Second Step Agreement.

“Eligible Assignee” has the meaning specified in Section 11.07 of the Credit Agreement.

“Eligible Contract” means, with respect to any Seller, a Contract giving rise to a Receivable originated by such Seller which, (i) in the case of an Initial Seller, contains payment terms and conditions that are substantially the same as those used in the Contracts provided to the Administrative Agent for review prior to the Closing Date, and (ii) in the case of an Additional Seller contains such other payment terms and conditions as have been approved in writing by the Administrative Agent (in consultation with the Funding Agents) and the Insurer, which approval shall not be unreasonably withheld.

“Eligible Receivable” means, at any time, a Receivable:

(i) the Obligor of which is not the Obligor of any Charged-Off Receivable and the Obligor of which does not have Defaulted Receivables the balance of which exceeds 50% of the aggregate Outstanding Balance of all Receivables of such Obligor on any date of determination;

(ii) which is not a Charged-Off Receivable or a Defaulted Receivable;

(iii) that, according to the Contract related thereto, is required to be paid in full or in part within (i) 60 days of the original billing date, (ii) in the case of SCT, 65 days of the original billing date, or (iii) in the case of an Additional Seller, the number of days specified in the Joinder Agreement with respect to such Additional Seller to be determined by the Administrative Agent and the Controlling Party;

(iv) which is an “account” or “payment intangible” within the meaning of Section 9-102(a)(2) and Section 9-102(a)(62), respectively, of the Uniform Commercial Code of all applicable jurisdictions governing the perfection of the security interest in such Receivable;

(v) which is denominated and payable only in United States dollars in the United States;

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(vi) which arises under an Eligible Contract which, together with such Receivable, is in full force and effect and constitutes the legal, valid and binding and enforceable obligation of the Obligor of such Receivable;

(vii) which is not subject to any right of rescission, set-off, counterclaim or any other defense (including defenses arising out of violations of usury laws) of the related Obligor against the applicable Seller (whether any such right arises or exists by contract, at common law or by statute), including the right to set-off any amounts owed by such Obligor to such Seller, any account payable by such Obligor to such Seller, and any credit of such Obligor with such Seller, but only the portion of a Receivable equal to the amount of such right of partial rescission, set-off, counterclaim or defense (to the extent it can be quantified), shall be deemed not to be an Eligible Receivable;

(viii) which arises under a Contract which (A) pursuant to a valid contractual provision does not contain an enforceable requirement that the Obligor under such Contract consent to the transfer, sale or assignment of the rights of the Seller to payments of amounts due under such Contract and (B) does not contain a confidentiality provision that is effective to restrict the ability of any Lender or the Insurer to enforce its rights to collect amounts due thereunder or to review the Contract;

(ix) which arises under a Contract that contains an obligation to pay a specified sum of money, contingent only upon the sale or licensing of goods, computer programs or other intellectual property or the provision of services, (in part or in whole) by the related Seller;

(x) which, together with the Contract related thereto, does not contravene any law, rule or regulation applicable thereto (including, without limitation, any law, rule or regulation relating to usury, consumer protection, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which none of SunGard Parent, SunGard Financing, the Borrower, any Seller, or the Obligor and no part of the Contract related thereto is in violation of any such law, rule or regulation,

(xi) which satisfies all applicable requirements of the SunGard Financial Policy;

(xii) which was originated in the ordinary course of a Seller’s business, and the Obligor of which is not an Affiliate of any Seller (other than solely by reason of being an affiliate of the same Sponsor);

(xiii) which arises solely from the sale or license of goods, computer programs, software or other intellectual property or the provision of services to the related Obligor by a Seller;

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(xiv) the payment terms of which have not been extended, rewritten or otherwise modified from the original terms thereof (including customer adjustments and chargebacks), except in a manner in accordance with the SunGard Financial Policy;

(xv) all right, title and interest to and in which has been validly transferred by the applicable Seller directly to SunGard Financing, and by SunGard Financing to Borrower under and in accordance with the Second Step Agreement, and the Borrower has good title thereto free and clear of any Liens other than permitted Liens;

(xvi) the Obligor of which has been instructed by the Seller to remit payment thereon to a Lockbox or Lockbox Account which is subject to a Control Agreement;

(xvii) the ownership of which by SunGard Financing and/or the Borrower would not cause SunGard Financing or the Borrower to cease to qualify for an exemption from registration under the Investment Company Act of 1940 as a person that is primarily engaged in purchasing or otherwise acquiring notes, drafts, acceptances, open accounts receivable, and other obligations representing part or all of the sales price of merchandise, insurance, and services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940;

(xix) the purchase of which constitutes a current transaction within the meaning of Section 3(a)(3) of the Securities Act; and

(xx) with respect to which the representations and warranties set forth in Section 2.1(u) of the First Step Agreement shall be true and correct.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the environment, natural resources, or, to the extent relating to exposure to Hazardous Materials, human health or to the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with any the Borrower within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial

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employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

“Event of Default” means either the occurrence of (a) an Insolvency Event of the Borrower, or (b) the Termination Date.

“Excess Default Rate Interest” means, with respect to any Loan for any period, (a) the excess of the amount of interest on such Loan for such period computed at the applicable Default Rate over (b) the amount of interest on such Loan that would accrue on such Loan for such period computed without regard to the Default Rate.

“Excluded Obligor” means such Obligors as may be agreed upon by the Borrower, the Administrative Agent and the Controlling Party.

“Facility Limit” means $375,000,000, as reduced from time to time pursuant to Section 2.04 of the Credit Agreement, or increased from time to time upon the request of the Borrower subject to the consents required pursuant to Section 11.01 of the Credit Agreement.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, however, that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to JPMorgan Chase Bank on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means that certain letter agreement dated as August 11, 2005, relating to the SunGard Insured Receivables Facility, among the Borrower, the Administrative Agent, each Lender and each Funding Agent, as amended or modified from time to time.

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“FGIC” has the meaning specified in the introductory paragraph to the Credit Agreement.

“Finance Charges” means, with respect to a Contract, any finance, interest, late payment charges or similar charges owing by an Obligor pursuant to such Contract.

“Finance Subsidiaries” means the Borrower and SunGard Financing.

“First Step Agreement” means this First Step Receivables Facility Agreement, dated as of August 11, 2005, relating to the SunGard Insured Receivables Facility, by and among certain Subsidiaries of SunGard Parent (initially, the Initial Sellers), as Sellers, SunGard Financing, and SunGard Parent as Seller Agent, as amended or modified from time to time in accordance with the Second Step Agreement and the Credit Agreement.

“First Step Intercompany Note” has the meaning set forth in Section 1.8(a) of the First Step Agreement.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means (i) any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, or (ii) any special purpose vehicle issuing indebtedness in the commercial paper market that is administered by a Funding Agent or one of its Affiliates.

“Funding Agent” has the meaning specified in the introductory paragraph to the Credit Agreement.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however, that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

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“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP);

(d) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; and

(e) all guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Liabilities” has the meaning set forth in Section 11.05 of the Credit Agreement.

“Indemnitees” has the meaning set forth in Section 11.05 of the Credit Agreement.

“Information” has the meaning specified in Section 11.08 of the Credit Agreement.

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“Initial Effective Date Purchase Price” has the meaning set forth in Section 1.2(a) of the First Step Agreement.

“Initial Sellers” means SunGard SCT Inc., a Delaware corporation, and SunGard Availability Inc., a Delaware corporation.

“Initial Settlement Date” has the meaning set forth in Section 1.2(a) of the First Step Agreement.

“Insolvency Event” means, with respect to any Person that (i) such Person institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or (ii) any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or (iii) any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding.

“Insurance Agreement” means the Insurance and Indemnity Agreement dated August 11, 2005, relating to the SunGard Insured Receivables Facility, by and among the Insurer, the Borrower and the Administrative Agent.

“Insurance Obligations” means, without duplication, all of the obligations of the Borrower to the Insurer under (i) the Premium Letter other than Premium, (ii) under the Insurance Agreement, (iii) the Credit Agreement, and (iv) the other Transaction Documents.

“Insurer” means FGIC, or any successor insurer under the Credit Agreement (together with its successors and assigns).

“Insurer Default” means (i) the default by the Insurer of any of its payment obligations under the Policy, or (ii) an Insolvency Event shall occur with respect to the Insurer.

“Insurer Obligations” means all obligations to the Insurer under the Insurance and Indemnity Agreement or the Credit Agreement.

“Insurer Subrogation Amounts” means the subrogation rights of the Insurer under the Policy for payments of Guaranteed Interest Payment Amounts and Guaranteed Principal Payment Amount.

“Intercompany Notes” means collectively (i) the First Step Intercompany Note, and (ii) the Second Step Intercompany Note.

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“Interest Coverage Ratio” has the meaning set forth in the Senior Credit Agreement.

“Interest Period” means, as to each LIBO Rate Loan, the period commencing on the date such LIBO Rate Loan is disbursed or converted to or continued as a LIBO Rate Loan and ending on the next following Settlement Date; provided, however, that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the Scheduled Early Amortization Date.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of equity interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person.

“IP Rights” has the meaning set forth in Section 2.1(u) of the First Step Agreement.

“IRS” means the United States Internal Revenue Service.

“JPMorgan Chase Bank” means JPMorgan Chase Bank, N.A. and its successors.

“Joinder Agreement” has the meaning set forth in the First Step Agreement.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests,

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licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lenders” has the meaning specified in the introductory paragraph to the Credit Agreement, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender”.

“LIBO Rate” means, with respect to any LIBO Rate Loan for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period; provided, however, if the Interest Period for such LIBO Rate Loan does not correspond precisely to one month, the Administrative Agent may use interpolation or any other mathematical modeling in is reasonable discretion to establish the LIBO Rate for such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such LIBO Rate Loan for such Interest Period shall be the rate at which dollar deposits in an amount approximately equal to the amount of such LIBO Rate Loan and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“LIBO Rate Loans” means Loans which bear interest by reference to the LIBO Rate.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property).

“Loan” has the meaning specified in Section 2.01 of the Credit Agreement.

“Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of LIBO Rate Loans, pursuant to Section 2.02(a) of the Credit Agreement, which, if in writing, shall be substantially in the form of Exhibit A to the Credit Agreement.

“Lockbox” means each locked postal box with respect to which a Lockbox Bank who has executed a Control Agreement has been granted exclusive access

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for the purpose of retrieving and processing payments made on the Receivables and which is listed on Schedule C, and which shall be in the name of SunGard Financing.

“Lockbox Account” means a deposit account with respect to which a Lockbox Bank has executed a Control Agreement, into which the funds received in a Lockbox are swept on every Business Day, and which shall be in the name of SunGard Financing.

“Lockbox Bank” means, at any time, any of the banks holding one or more Lockboxes.

“Loss Horizon Factor” means at any time, a percentage equal to (i) the sum of (a) the aggregate Adjusted Monthly Receivables Amount originated during the five Monthly Periods ending immediately prior to the last day of the most recently ended Monthly Period, and (b) the ending balance of Unbilled Receivables on the last day of the most recently ended Monthly Period, divided by (ii) the Net Receivables Balance as of the end of the most recently ended Monthly Period.

“Loss Percentage” means at any time the greater of (i) 6% and (ii) a percentage calculated in accordance with the following formula:

LP = SF x LHF x LR

where:

SF	=	the Stress Factor;
LP	=	the Loss Percentage;
LHF	=	the Loss Horizon Factor; and
LR	=	the highest three-month rolling average of the Loss Ratios occurring during the 12 most recent Monthly Periods.

“Loss Ratio” means for any Monthly Period, a ratio (expressed as a percentage) equal to the quotient of (a) the sum, without duplication, of (i) the aggregate balance of all Receivables which are more than 210 and less than 241 days past due as of the last day of the most recently ended Monthly Period (exclusive of Receivables included in clause (ii) in a prior Monthly Period), and (ii) the aggregate amount of all Charged-Off Receivables which were written off during such Monthly Period that were less than 211 days from the original due date for such payment, and (b) the aggregate Adjusted Monthly Receivables Amount originated during the Monthly Period which ended eight Monthly Periods prior to such Monthly Period.

“Match Funded Commercial Paper” means one or more tranches of Commercial Paper issued by a Conduit Lender to finance all or a portion of its Loans, but which Commercial Paper do not finance any other investment of such Conduit Lender.

“Material Adverse Change” means any event, circumstance, development, change or effect that, individually or in the aggregate with all other events,

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circumstances, developments, changes and effects, is reasonably likely to result in a Material Adverse Effect.

“Material Adverse Effect” means a material adverse effect on (i) the business, the financial condition or results of operations of any Seller and its Subsidiaries, SunGard Financing, or SunGard Funding, taken as a whole, (ii) the ability of (w) SunGard Funding to perform its obligations under the Credit Agreement or any other Transaction Documents, (x) SunGard Parent, SunGard Financing, the Sellers, and the Insurer to perform their respective obligations under the Transaction Documents to which they are a party, (y) the Performance Guarantor to perform its obligations under the Performance Undertaking, and (z) the Collection Agent to perform its obligations under the Collection Agent Agreement, (iii) the legality, validity or enforceability of the Credit Agreement or any other Transaction Document, (iv) any Lender’s interest in the Receivables generally or in any significant portion of the Receivables, the Related Security or the Collections, and related rights with respect thereto, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables.

“Maximum Rate” has the meaning specified in Section 11.10 of the Credit Agreement.

“Minimum Shadow Ratings” means ratings of “BBB-”/“Baa3” given by S&P and Moody’s, respectively (without consideration of the credit enhancement resulting from the Policy), to the SunGard Insured Receivables Facility.

“Modified Aggregate Purchase Price” has the meaning set forth in Section 1.4(c)(ii) of the First Step Agreement.

“Modified Obligor Credit Memo Amount” has the meaning set forth in the definition Obligor Credit Memo Amount.

“Modified Other Credit Adjustments” has the meaning set forth in the definition Other Credit Adjustments.

“Monthly Period” means the period beginning on the first day of each calendar month and ending on the last day of such calendar month, except for the period beginning on August 12, 2005 and continuing through and including August 31, 2005 which will be referred to as “Monthly Period (August 2005)” and, except for the period beginning on July 1, 2005 and continuing through and including August 11, 2005 which will be referred to as “Monthly Period (July 2005)”.

“Monthly Period Adjustment Factor (July 2005)” means the percentage equal to the quotient of (a) 31 and (b) 42.

“Monthly Period (August 2005)” has the meaning set forth in the definition Monthly Period.

“Monthly Period (July 2005)” has the meaning set forth in the definition Monthly Period.

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“Monthly Receivables Amount” means the aggregate amount of all Receivables originated during such Monthly Period.

“Monthly Receivables Amount (August 2005)” means the difference between (x) the sum of the aggregate amount of all Receivables originated during (i) Monthly Period (August 2005) and (ii) Monthly Period (July 2005), and (y) the Monthly Receivables Amount (July 2005).

“Monthly Receivables Amount (July 2005)” means the product of (i) the aggregate amount of all Receivables originated during Monthly Period (July 2005), and (ii) Monthly Period Adjustment Factor (July 2005).

“Monthly Report” means a report, substantially in the form of Exhibit J to the Credit Agreement (appropriately completed) furnished by the Borrower, or on behalf of the Borrower, to the Administrative Agent pursuant to Section 6.01(a) of the Credit Agreement.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Receivables Balance” means, at any time, the aggregate Outstanding Balance of all Eligible Receivables at such time reduced by (i) the aggregate amount by which the Outstanding Balance of all Eligible Receivables of each Obligor and its Affiliates exceeds the Concentration Limit for such Obligor, (ii) unapplied cash, (iii) the amount by which the aggregate outstanding balance of Eligible Receivables of which the Obligor is the federal government or federal government subdivisions or agencies exceeds 3% of the outstanding balance of all Eligible Receivables, (iv) the amount by which the outstanding balance of Unbilled Receivables exceeds 30% of the outstanding balance of all Eligible Receivables, (v) the amount by which the outstanding balance of Eligible Receivables with payment terms greater than 30 days exceeds 20% of the outstanding balance of all Eligible Receivables, and (vi) the amount by which the aggregate outstanding balance of Eligible Receivables owing by Obligors, if natural persons, who are not resident of the United States, or, if corporations or other business organizations, are not organized under the laws of the United States or a political subdivision thereof, exceeds 3% of the outstanding balance of all Eligible Receivables.

“Net Worth” means as of the last Business Day of each Monthly Period, preceding any date of determination, the excess, if any, of (a) the aggregate Outstanding Balance of the Receivables (without giving effect to the proviso to the definition of “Receivable”) at such time, over (b) the sum of (i) the Outstanding Amount of Loans at such time, plus (ii) the aggregate outstanding principal balance of the First Step

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Intercompany Note (including any advance proposed to be made under the First Step Intercompany Note on the date of determination).

“Note” means a promissory note of the Borrower payable to any Lender or its registered assigns, in substantially the form of Exhibit B to the Credit Agreement, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Loans made by such Lender.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Transaction Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations of the Borrower under the Transaction Documents include the obligation (including guarantee obligations) to pay principal, interest, reimbursement obligations, charges, expenses, fees, indemnities and other amounts payable by the Borrower under any Transaction Document.

“Obligor” means a Person obligated to make payments pursuant to a Contract.

“Obligor Credit Memo Amount” means the aggregate credit memos issued to Obligors during a Monthly Period, except that (a) in the case of Monthly Period (July 2005), it shall mean the product of (i) the aggregate credit memos issued to Obligors during Monthly Period (July 2005), and (ii) the Monthly Period Adjustment Factor (July 2005), with the product referred to herein as the “Modified Obligor Credit Memo Amount” and (b) in the case of Monthly Period (August 2005), it shall mean the difference between (i) the sum of the aggregate credit memos issued to Obligors during both (x) Monthly Period (August 2005) and (y) Monthly Period (July 2005), and (ii) the Modified Obligor Credit Memo Amount.

“One-Time Non-Dilutive Credit Adjustments” means (i) $4,893,323 in January 2005 to remove the Receivables balance of SunGard Computer Services LLC from SunGard Availability, Inc., and (ii) any other one-time non-dilutive credit adjustments approved by the Funding Agents and the Insurer.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws; (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental

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Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Original Balance” means, with respect to any Receivable, the Outstanding Balance of such Receivable on the date it was purchased by SunGard Financing pursuant to the First Step Agreement.

“Other Credit Adjustments” means the aggregate credit adjustments made to Obligors but not captured in the Obligor Credit Memo Amount during a Monthly Period, except that (a) in the case of Monthly Period (July 2005), it shall mean (a) the product of (i) the aggregate credit adjustments made to Obligors not captured in the Obligor Credit Memo Amount during Monthly Period (July 2005), and (ii) the Monthly Period Adjustment Factor (July 2005), the product referred to herein as the Modified Other Credit Adjustments, and (b) in the case of Monthly Period (August 2005), it shall mean the difference between (i) the sum of the aggregate credit adjustments made to Obligors not captured in the Obligor Credit Memo Amount during both (x) Monthly Period (August 2005), and (y) Monthly Period (July 2005), and (ii) Modified Other Credit Adjustments.

“Other Taxes” has the meaning specified in Section 3.01(b) of the Credit Agreement.

“Outstanding Amount” means, with respect to Loans or Bridge Loans on any date, the aggregate outstanding principal thereof after giving effect to any borrowings and prepayments or repayments of Loans and Bridge Loans on such date.

“Outstanding Balance” of any Receivable at any time means the then outstanding principal balance thereof.

“Overadvance Amount” has the meaning set forth in Section 2.03(b) of the Credit Agreement.

“Overnight Rate” means, for any day, the Federal Funds Rate.

“Participant” has the meaning specified in Section 11.07(e) of the Credit Agreement.

“Patriot Act” has the meaning set forth in Section 11.19 of the Credit Agreement.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in

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Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.

“Performance Guarantor” means SunGard Parent.

“Performance Undertaking” means that certain Performance Undertaking, dated as of August 11, 2005, relating to the SunGard Insured Receivables Facility, made by the Performance Guarantor in favor of SunGard Financing as the recipient thereof, substantially in the form of Exhibit G to the Credit Agreement, as amended or modified from time to time in accordance with the its terms, the Second Step Agreement and the Credit Agreement.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Policy” means that certain financial guaranty insurance policy of the Insurer relating to the SunGard Insured Receivables Facility, with a term commencing on the date of the Credit Agreement, insuring the timely payment of interest on the Loans on each Settlement Date and the payment of principal of the Loans on the Termination Date, substantially in the form of Exhibit H to the Credit Agreement, and any other financial guaranty insurance policies issued from time to time in substitution, replacement or renewal thereof.

“Pool-Funded Commercial Paper” means Commercial Paper notes of a Conduit Lender subject to any particular pooling arrangement by such Conduit Lender, but excluding Commercial Paper issued by such Conduit Lender for a tenor and in an amount specifically requested by any Person in connection with any agreement effected by such Conduit Lender.

“Potential Early Amortization Event” means any event or condition that constitutes an Early Amortization Event or that, with the giving of any notice, the passage of time, or both, would be an Early Amortization Event.

“Premium” has the meaning set forth in the Premium Letter.

“Premium Letter” means the Premium Letter, dated as of August 11, 2005, by and among SunGard Financing, the Borrower and the Insurer.

“Promissory Notes” means, with respect to Charta LLC, as a Conduit Lender, collectively, (i) promissory notes issued by Charta LLC and (ii) participations sold by Charta LLC to Participants pursuant to Section 11.07(e); provided that the term “Promissory Notes” shall not include the interests sold by Charta LLC to a Support Party under a Support Facility.

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“Pro Rata Share” means, with respect to each Related Group at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the Related Group Limit of such Related Group under the Credit Agreement at such time and the denominator of which is the Facility Limit at such time; provided, however, that if the Facility Limit has been terminated or reduced to zero, then the Pro Rata Share of each Lender shall be determined based on Outstanding Amount of the Loans.

“Purchase” means:

(a) with respect to the First Step Agreement, the purchase under the First Step Agreement by SunGard Financing from any applicable Seller of the Receivables, the Seller Related Security and the Collections related thereto, together with all related rights in connection therewith, and

(b) with respect to the Second Step Agreement, the purchase under the Second Step Agreement by SunGard Funding from SunGard Financing of the Receivables, the Related Security, the Collections related thereto and the SunGard Financing Related Security, together with all related rights in connection therewith.

“Purchase Date” means each day on which a Purchase is made pursuant to Article I of the First Step Agreement or Article I of the Second Step Agreement, as the case may be.

“Purchase Price” means, with respect to any Purchase on any date, the aggregate price to be paid by SunGard Financing to the Seller Agent for the account of the Sellers for such Purchase in accordance with Section 1.2 of the First Step Agreement on such date, which price shall equal (i) the product of (x) the Original Balance of such Receivables, times (y) one minus the Discount Factor then in effect.

“Purchase Price Credit” has the meaning set forth in Section 1.3 of the First Step Agreement.

“Receivable” means the indebtedness or other payment obligations owed to the Sellers (without giving effect to any transfer or conveyance to SunGard Financing under the First Step Agreement, or to SunGard Funding under the Second Step Agreement), arising in connection with the sale or licensing of goods, computer programs, or other intellectual property or the rendering of services by the Sellers to the Obligors including the right to payment of any Finance Charges and other obligations with respect thereto; provided, however, that no obligation of an Excluded Obligor shall constitute a “Receivable”. Indebtedness and other rights and obligations arising from any one transaction, including, without limitation, indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction.

“Receivables Purchase Agreements” means the First Step Agreement and the Second Step Agreement.

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“Records” means, with respect to any Receivable, all Contracts and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to such Receivable, any Related Security therefor and the related Obligor.

“Register” has the meaning set forth in Section 11.07(d) of the Credit Agreement.

“Related Group” means, each Related Group identified on Schedule A to the Credit Agreement, consisting of a Funding Agent, one or more Committed Lenders and one or more Conduit Lenders.

“Related Group Limit” means, with respect to a Related Group, the aggregate Commitments of the Committed Lenders in the same Related Group set forth on Schedule A, as adjusted from time to time pursuant to Section 2.04(b) of the Credit Agreement or pursuant to an Assignment and Assumption.

“Related Security” means, collectively, the Seller Related Security, the SunGard Financing Related Security and the SunGard Funding Related Security.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“Required Lenders” means, as of any date of determination, Committed Lenders with a majority of the Commitments; provided, however, that the unused Commitment of any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Ratings” means a long term debt rating of AAA (or the equivalent) by S&P and Aaa (or the equivalent) by Moody’s.

“Requirement of Law” means, with respect to any Person, (i) the charter, articles or certificate of organization or incorporation and bylaws or other organizational or governing documents of such Person and (ii) any statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination of any arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer; provided, however, that, in a member-managed limited liability company, “Responsible Officer” shall mean any authorized Person acting for the members thereof. As to any document delivered on the Closing Date, “Responsible Officer” shall mean any secretary or assistant secretary of the Borrower, provided, however, that, in a member-managed limited liability company, “Responsible Officer” shall mean any authorized Person acting for the members thereof. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been

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authorized by all necessary corporate, partnership and/or other action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.

“Restricted Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of capital stock, membership interest or other ownership interest of the Borrower, SunGard Financing or any Subsidiary of either now or hereafter outstanding, except a dividend payable solely in shares of that class of stock, any junior class of stock, membership interest or other ownership interest of the Borrower, SunGard Financing or any Subsidiary of either, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of capital stock of the Borrower, SunGard Financing or any subsidiary of either now or hereafter outstanding, (iii) any payment or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to Intercompany Notes, (iv) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of capital stock of the Borrower, SunGard Financing or any Subsidiary of either now or hereafter outstanding, and (v) any payment of management fees by the Borrower, SunGard Financing or any Subsidiary of either (except for reasonable management fees to SunGard Parent, SunGard Financing, or any Seller or any Affiliate thereof in reimbursement of actual management services performed).

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“Same Day Funds” means, with respect to disbursements and payments, immediately available funds.

“Scheduled Early Amortization Date” means August 11, 2011.

“SCT” means SunGard SCT Inc., a Delaware corporation.

“Second Step Agreement” means that certain Second Step Receivables Purchase Agreement, dated as of August 11, 2005, relating to the SunGard Insured Receivables Facility, by and among SunGard Financing, as Transferor, and SunGard Funding, as Transferee, as amended or modified from time to time in accordance with this Agreement.

“Second Step Intercompany Note” has the meaning set forth in Section 1.8(a) of the Second Step Agreement.

“Second Step Purchase Price” means, with respect to any Purchase under the Second Step Agreement on any date, the aggregate price to be paid by SunGard Funding to SunGard Financing for such Purchase in accordance with Section 1.2 of the Second Step Agreement on such date.

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“Secured Obligations” has the meaning specified in the Security Agreement.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Insurer, and the Funding Agents under the Security Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Agreement” means the Security Agreement, dated as of August 11, 2005, relating to the SunGard Insured Receivables Facility, made by the Borrower in favor of the Administrative Agent for the benefit of the Lenders and the Insurer.

“Seller” means each Initial Seller and Additional Seller.

“Seller Agent” means the Person appointed from time to time to act as Seller Agent hereunder. The initial Seller Agent is SunGard Data Systems, Inc.

“Seller Related Security” means, with respect to any Receivable:

(i) all security interests or Liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable,

(ii) all guaranties, letters of credit, letter of credit rights, supporting obligations, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise,

(iii) all Records related to such Receivable,

(iv) all of Sellers’ right, title and interest in, to and under contracts or agreements providing for the servicing of such Receivable, and

(v) all income, payment and proceeds of any of the foregoing.

“Senior Credit Agreement” means the Credit Agreement entered into as of August 11, 2005, among Solar Capital Corp., a Delaware corporation (to be merged with and into SunGard Parent, the Overseas Borrowers from time to time party thereto, SunGard Holding Corp., a Delaware corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, each Lender from time to time party thereto, the Co-Syndication Agents and the Co-Documentation Agents, as amended or otherwise modified from time to time.

“Settlement Date” means the second Business Day after the Determination Date, and the Termination Date.

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“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Special Obligor” means such Obligors as may be agreed upon by the Borrower, the Administrative Agent and the Controlling Party.

“Special Obligor Concentration Factor” means amount or percentage as may be agreed upon by the Borrower, the Administrative Agent and the Controlling Party with respect to a Special Obligor.

“Sponsors” means Silver Lake Partners, Bain Capital Partners, LLC, Goldman Sachs Capital Partners, Kohlberg Kravis Roberts & Co., Providence Equity Partners Inc., Texas Pacific Group, The Blackstone Group, and their Affiliates, but not including, however, any portfolio companies of any of the foregoing.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board of Governors of the Federal Reserve System of the United States of America to which the bank serving as the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. LIBO Rate Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Stress Factor” means, at any time, 1.50; provided however, during any period the ratings of each of S&P and Moody’s are below the Target Shadow Ratings, then during such period it shall mean 2.0.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of

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securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of SunGard Parent.

“SunGard Bridge Receivables Facility” means the SunGard Bridge Receivables Facility governed by the Bridge First Step Agreement, the Bridge Second Step Agreement, the Bridge Credit Agreement and the other Bridge Transaction Documents.

“SunGard Financial Policy” means the policy of SunGard Parent and its Subsidiaries for allowance for uncollectible receivables and write-offs of uncollectible balances as referred to in SunGard Parent’s Financial Policy Manual dated September 2004, as modified from time to time in accordance with the Transaction Documents.

“SunGard Financing” means SunGard Financing LLC, a Delaware limited liability company.

“SunGard Financing Related Security” means all of SunGard Financing’s right, title and interest in, to and under:

(i) the First Step Agreement in respect of any Receivable, the Collections and the Seller Related Security;

(ii) the Performance Undertaking;

(iii) the Collection Account relating to the SunGard Insured Receivables Facility; and

(iv) all income, payment and proceeds of the foregoing.

“SunGard Funding” means SunGard Funding LLC, a Delaware limited liability company.

“SunGard Funding Related Security” means all of SunGard Funding’s right, title and interest in, to and under:

(i) the SunGard Financing Related Security;

(ii) the Second Step Agreement; and

(iii) all income, payment and proceeds of the foregoing.

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“SunGard Insured Receivables Facility” means the SunGard Insured Receivables Facility governed by the First Step Agreement, the Second Step Agreement, the Credit Agreement and the other Transaction Documents.

“SunGard Parent” means SunGard Data Systems Inc., a Delaware corporation.

“Support Facility” means any liquidity or credit support agreement with a Conduit Lender which relates to the Credit Agreement (including an agreement to purchase an assignment of or participation in Loans).

“Support Party” means any other bank, insurance company or other financial institution extending or having a commitment to extend funds to or for the account or to the account of a Conduit Lender (including by agreement to purchase an assignment of or participation in the Loans under a Support Facility). Each Committed Lender in the Related Group of a Conduit Lender shall be deemed to be a Support Party for such Conduit Lender.

“Target Shadow Ratings” means ratings of “BBB”/“Baa2” given by S&P and Moody’s, respectively (without consideration of the credit enhancement resulting from the Policy), to the loan facility under the Credit Agreement.

“Taxes” has the meaning specified in Section 3.01(a) of the Credit Agreement.

“Termination Date” means the 120th day after the Amortization Date.

“Transaction Documents” means, collectively, the Credit Agreement, the First Step Agreement, the Second Step Agreement, the Performance Undertaking, the Collection Agent Agreement, the Security Agreement, each Loan Notice, each Control Agreement, the Fee Letter, the Administrative Agent Fee Letter, the Intercompany Notes, the Policy, the Insurance Agreement, the Premium Letter, the Organization Documents of the Finance Subsidiaries, the Notes, and all other instruments, documents and agreements executed and delivered in connection herewith.

“Transactions” means (a) the transactions contemplated by the Transaction Documents, (b) the execution, delivery and performance by the Borrower of the Transaction Documents to which it is to be a party, and (c) the payment of all fees under the Fee Letter, the Administrative Agent Fee Letter and the Premium Letter, and (d) the Borrower’s use of the proceeds of the Loans, and the purchases and related use of proceeds under the Receivables Purchase Agreements.

“Turnover Ratio” means, for a Monthly Period, the product of (a) the quotient of (i) the aggregate outstanding balance of all Billed Receivables as of the last day of the prior Monthly Period, and (ii) the Collection Amount, and (b) 30, except in the case of (x) Monthly Period (July 2005), where it shall mean the product of (a) the quotient of (i) the aggregate outstanding balance of all Billed Receivables as of the last day of the prior Monthly Period, and (ii) the Collection Amount, and (b) 42 and, (y)

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Monthly Period (August 2005) where it shall mean the product of (a) the quotient of (i) the aggregate outstanding balance of all Billed Receivables as of the last day of the prior Monthly Period, and (ii) the Collection Amount, and (b) 20.

“Type” means, with respect to any Committed Loan, its character as a Base Rate Loan or LIBO Rate Loan.

“Unbilled Receivable” means a Receivable in respect of which an invoice addressed to the Obligor thereof has not been sent.

“Uniform Commercial Code” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“United States” means the United States of America.

“Unused Fee” has the meaning set forth in Section 2.06(b) of the Credit Agreement.

“Used Fee” has the meaning set forth in Section 2.06(a) of the Credit Agreement.

“Yield and Servicing Fee Percentage” means, for any Monthly Period, the greater of either 2%, or the sum of (A) the ratio (expressed as a percentage) equal to the quotient of (1) the product of (a) 1.5, (b) the sum of (i) the 1 month LIBO Rate, (ii) 1%, and (iii) the Premium (expressed as a percentage), and (c) the highest three-Monthly Period average Turnover Ratio over the prior twelve Monthly Periods, and (2) 360, and (B) the ratio (expressed as a percentage) equal to the quotient of (1) the product of (i) 2.0%, and (ii) the highest three-month average Turnover Ratio over the prior twelve months, and (2) 360.

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EX-10.11

Exhibit 10.11

SUNGARD BRIDGE RECEIVABLES FACILITY

PERFORMANCE UNDERTAKING

This Performance Undertaking (this “Undertaking”), dated as of August 11, 2005, is executed by SUNGARD DATA SYSTEMS INC., a Delaware corporation (the “Performance Guarantor”) in favor of SUNGARD FINANCING LLC, a Delaware limited liability company, together with its successors and assigns, including JPMorgan Chase Bank, N.A., as Administrative Agent on behalf of the Lenders (collectively, the “Recipient”).

RECITALS

1. Each Subsidiary of the Performance Guarantor that is a Seller on the date hereof and that becomes a Seller from time to time (collectively, the “Sellers”) and Recipient have entered into or will enter into the SunGard Bridge Receivables Facility First Step Receivables Purchase Agreement, dated as of August 11, 2005 (as amended, restated or otherwise modified from time to time, the “First Step Agreement”), pursuant to which each Seller thereunder, subject to the terms and conditions contained therein, is selling its right, title and interest in its Receivables, Seller Related Security and Collections thereof to Recipient.

2. Each Seller is a Subsidiary of Performance Guarantor and Performance Guarantor is expected to receive substantial direct and indirect benefits from the sale of Receivables, Seller Related Security and Collections thereof by the Sellers to the Recipient pursuant to the First Step Agreement (which benefits are hereby acknowledged by the Performance Guarantor).

3. As an inducement for Recipient to purchase the Sellers’ Receivables, Seller Related Security and Collections pursuant to the First Step Agreement, Performance Guarantor has agreed to and wishes to guaranty to the Recipient the due and punctual performance by each Seller of its obligations under or in respect of the First Step Agreement and the Collection Agent Related Obligations (as hereinafter defined).

AGREEMENT

NOW, THEREFORE, Performance Guarantor hereby agrees as follows:

Section 1. Definitions. Capitalized terms used herein and not defined herein shall have the respective meanings assigned thereto in the First Step Agreement, the Second Step Agreement, or Schedule A to the Credit Agreement. Capitalized terms used in Section 6 or in Section 9 hereof and not defined herein, in the First Step Agreement, in the Second Step Agreement, or in Schedule A to the Credit Agreement shall have the respective meanings assigned thereto in the Senior Credit Agreement. In addition:

“Obligations” means, collectively, (i) all covenants, agreements, terms, conditions and indemnities to be performed and observed by each Seller under and pursuant to the First Step Agreement and each other document executed and delivered by

any Seller pursuant to the First Step Agreement, including, without limitation, the due and punctual payment of all sums which are or may become due and owing by any Seller under the First Step Agreement, whether for fees, expenses (including counsel fees), indemnified amounts or otherwise, whether upon any termination or for any other reason and (ii) all obligations of any Person (1) that acts as or discharges the duties of the collection agent, or its permitted successors and assigns (the “Collection Agent”) under the Collection Agent Agreement, dated as of August 11, 2005, by and between Performance Guarantor, as initial Collection Agent, and Recipient (as amended, restated or otherwise modified, the “Collection Agent Agreement” and, together with the First Step Agreement, the “Agreements”) and (2) which arise pursuant to the Collection Agent Agreement as a result of a Collection Agent’s termination as Collection Agent (all such obligations collectively, the “Collection Agent Related Obligations”).

Section 2. Guaranty of Performance of Obligations. Performance Guarantor hereby guarantees to Recipient, the full and punctual payment and performance by each Seller and Collection Agent of the Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Seller and Collection Agent under the Agreements and each other document executed and delivered by each Seller and Collection Agent pursuant to the Agreements and is in no way conditioned upon any requirement that Recipient first attempt to collect any amounts owing by such Seller or Collection Agent to Recipient, the Administrative Agent, Funding Agents, Conduit Lenders, or Committed Lenders from any other Person or resort to any collateral security, any balance of any deposit account, intercompany payable or intercompany promissory note of any Seller or any Collection Agent, or any other Person or other means of obtaining payment. Should any Seller or Collection Agent default in the payment or performance of any of the Obligations, Recipient (or its assigns) may cause the immediate performance by Performance Guarantor of the Obligations and cause any payment Obligations to become forthwith due and payable to Recipient (or its assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Performance Guarantor. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Performance Guarantor shall not be responsible for any Obligations to the extent that the failure to perform such Obligations by any Seller or Collection Agent results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve any Seller or Collection Agent from performing in full its Obligations under the Agreements or Performance Guarantor of its undertaking hereunder with respect to the full performance of such duties.

Section 3. Performance Guarantor’s Further Agreements to Pay. Performance Guarantor further agrees, as the principal obligor and not as a guarantor only, to pay to Recipient (and its assigns), forthwith upon demand in funds immediately available to Recipient, all reasonable costs and expenses (including court costs and legal expenses) incurred or expended by Recipient in connection with the Obligations, this Undertaking and the enforcement thereof, together with interest on amounts recoverable under this Undertaking from the time when such amounts become due until payment, at a rate of interest (computed for the actual number of days elapsed based on a 360 day year)

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equal to the Base Rate plus 2% per annum, such rate of interest changing from time to time when and as the Base Rate changes.

Section 4. Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this Undertaking, notice of any action taken or omitted by Recipient (or its assigns) in reliance on this Undertaking, and any requirement that Recipient (or its assigns) be diligent or prompt in making demands under this Undertaking, giving notice of any Early Amortization Event (under and as defined in either of the First Step Agreement or the Collection Agent Agreement), Event of Default, other default or omission by any Seller or Collection Agent or asserting any other rights of Recipient under this Undertaking. Performance Guarantor warrants that it has adequate means to obtain from any Seller or Collection Agent, on a continuing basis, information concerning the financial condition of any Seller or Collection Agent, and that it is not relying on Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this Undertaking, to deal with each Seller and Collection Agent and with each other party who now is or after the date hereof becomes liable in any manner for any of the Obligations, in such manner as Recipient (and its assigns) in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this Undertaking, including without limitation, the provisions of Section 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Early Amortization Event (under and as defined in either of the First Step Agreement or the Collection Agent Agreement), Event of Default, or default with respect to the Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Obligations or any part thereof; (e) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Seller or Collection Agent or any part thereof or amounts which are not covered by this Undertaking even though Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of any Seller or Collection Agent or to amounts which are not covered by this Undertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Seller or Collection Agent in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Obligations or any part thereof; or (i) any failure on the part of any Seller or Collection Agent to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not

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Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.

Section 5. Unenforceability of Obligations Against Seller or Collection Agents. Notwithstanding (a) any change of ownership of any Seller or Collection Agent or the insolvency, bankruptcy or any other change in the legal status of any Seller or Collection Agent; (b) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (c) the failure of any Seller or Collection Agent or Performance Guarantor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Obligations or this Undertaking, or to take any other action required in connection with the performance of all obligations pursuant to the Obligations or this Undertaking; or (d) if any of the moneys included in the Obligations have become irrecoverable from any Seller or Collection Agent for any other reason other than final payment in full of the payment Obligations in accordance with their terms, this Undertaking shall nevertheless be binding on Performance Guarantor. This Undertaking shall be in addition to any other guaranty or other security for the Obligations, and it shall not be rendered unenforceable by the invalidity of any such other guaranty or security. In the event that acceleration of the time for payment of any of the Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Seller or Collection Agent or for any other reason with respect to any Seller or Collection Agent, all such amounts then due and owing with respect to the Obligations under the terms of the Agreements, or any other agreement evidencing, securing or otherwise executed in connection with the Obligations, shall be immediately due and payable by Performance Guarantor.

Section 6. Representations and Warranties. Performance Guarantor represents and warrants to the Recipient that:

(a) Existence, Qualification and Power; Compliance with Laws. Performance Guarantor (a) is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Transaction Documents to which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b) Authorization; No Contravention. The execution, delivery and performance by Performance Guarantor of this Undertaking are within Performance Guarantor’s corporate power, have been duly authorized by all necessary corporate action, and do not and will not (a) contravene the terms of any of Performance Guarantor’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien, or require any payment to be made

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under (i) any Contractual Obligation to which Performance Guarantor is a party or affecting Performance Guarantor or the properties of Performance Guarantor or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which Performance Guarantor or its property is subject; or (c) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(i), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

(c) Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, Performance Guarantor of this Undertaking or (b) the exercise by Recipient of its rights hereunder except for (i) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (ii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

(d) Binding Effect. This Undertaking has been duly executed and delivered by Performance Guarantor. This Undertaking constitutes a legal, valid and binding obligation of Performance Guarantor, enforceable against Performance Guarantor in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

(e) Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Performance Guarantor, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Performance Guarantor or against any of its properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(f) Financial Statements; No Material Adverse Effect. (i) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of the Performance Guarantor and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein. During the period from December 31, 2004 to and including the date hereof, there has been (i) no sale, transfer or other disposition by the Performance Guarantor or any of its Subsidiaries of any material part of the business or property of the Performance Guarantor or any of its Subsidiaries, taken as a whole and (ii) no purchase or other acquisition by the Performance Guarantor or any of its Subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Performance Guarantor and its Subsidiaries, in each case, which is not reflected in the foregoing financial

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statements or in the notes thereto or has not otherwise been disclosed in writing to the Recipient prior to the date hereof.

(ii) As of the date hereof, neither the Performance Guarantor nor any of its Subsidiaries has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on Schedule 5.05 of the Senior Credit Agreement, (ii) obligations arising under the Senior Credit Agreement or this Undertaking and (iii) liabilities incurred in the ordinary course of business) that, either individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

(g) No Default. Neither the Performance Guarantor nor any of its Subsidiaries is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(h) Taxes. Except as set forth in Schedule 5.10 to the Senior Credit Agreement and except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Performance Guarantor and its Subsidiaries have filed all Federal and state and other tax returns and reports required to be filed, and have paid all Federal and state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those (a) which are not overdue by more than thirty (30) days or (b) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

(i) Disclosure. No report, financial statement, certificate or other written information furnished by or on behalf of the Performance Guarantor to the Recipient in connection with the transactions contemplated hereby and the negotiation of this Undertaking or delivered hereunder (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information and pro forma financial information, the Performance Guarantor represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.

(j) Solvency. On the date hereof, after giving effect to the Transactions, the Performance Guarantor and its Subsidiaries, on a consolidated basis, are Solvent.

(k) ERISA. (i) Except as set forth in Schedule 5.11(a) to the Senior Credit Agreement or as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in with the applicable provisions of ERISA, the Code and other Federal or state Laws.

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(ii) No ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Pension Plan; (ii) no Pension Plan has an “accumulated funding deficiency” (as defined in Section 412 of the Code), whether or not waived; (iii) neither the Performance Guarantor nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Performance Guarantor nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Performance Guarantor nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section paragraph (k)(ii), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(l) Investment Company Act; Public Utility Holding Company Act. None of the Performance Guarantor, any Person Controlling the Performance Guarantor, or any Subsidiary the Performance Guarantor (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

Section 7. Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Recipient, the Administrative Agent, the Funding Agents, the Conduit Lenders or the Committed Lenders against any Seller or Collection Agent, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Administrative Agent, the Funding Agents, the Conduit Lenders or the Committed Lenders against any Seller or Collection Agent and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Seller or Collection Agent that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Seller or Collection Agent in respect of any liability of Performance Guarantor to any Seller or Collection Agent and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient, the Administrative Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of any Seller or Collection Agent now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Performance Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness of any Seller or Collection

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Agent to Performance Guarantor until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in derogation of any rights and remedies of Recipient under any separate subordination agreement which Recipient may at any time and from time to time enter into with Performance Guarantor.

Section 8. Termination of Undertaking. Performance Guarantor’s obligations hereunder shall continue in full force and effect until the later of (i) all Obligations are finally paid and satisfied in full and the Collection Agent Agreement is terminated, or (ii) all obligations under the Credit Agreement have been paid in full; provided, that in either instance this Undertaking shall continue to be effective or shall be reinstated, as the case may be, if at any time payment or other satisfaction of any of the Obligations is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency, or reorganization of any Seller or Collection Agent or otherwise, as though such payment had not been made or other satisfaction occurred, whether or not Recipient (or its assigns) is in possession of this Undertaking. No invalidity, irregularity or unenforceability by reason of the federal bankruptcy code or any insolvency or other similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect the Obligations shall impair, affect, be a defense to or claim against the obligations of Performance Guarantor under this Undertaking.

Section 9. Financial Statements and Other Information. (a) Financial Statements. Performance Guarantor will maintain for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to Recipient (or its assigns):

(i) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Performance Guarantor beginning with the 2005 fiscal year, a consolidated balance sheet of the Performance Guarantor and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of PricewaterhouseCoopers LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(ii) as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the

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Performance Guarantor, a consolidated balance sheet of the Performance Guarantor and its Subsidiaries as at the end of such fiscal quarter, and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Performance Guarantor as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Performance Guarantor and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

(iii) as soon as available, and in any event no later than ninety (90) days after the end of each fiscal year of the Performance Guarantor, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Performance Guarantor and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; and

(iv) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 9(a)(i) and 9(a)(ii) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.

Notwithstanding the foregoing, the obligations in Sections 9(a)(i) and 9(a)(ii) above may be satisfied with respect to financial information of the Performance Guarantor and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings) or (B) the Performance Guarantor’s or Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) with respect to information relating to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Performance Guarantor and the Restricted Subsidiaries on a standalone basis, on the other hand and (ii) such materials are accompanied by a report and opinion of PricewaterhouseCoopers LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject

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to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

(b) Certificates; Other Information. Performance Guarantor will furnish to Recipient (or its assigns):

(i) no later than five (5) days after the delivery of the financial statements referred to in Section 9(a)(i), a certificate of its independent registered public accounting firm certifying such financial statements;

(ii) no later than five (5) days after the delivery of the financial statements referred to in Sections 9(a)(i) and 9(a)(ii), a duly completed Compliance Certificate signed by a Responsible Officer of the Performance Guarantor;

(iii) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Performance Guarantor files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Recipient pursuant hereto;

(iv) promptly after the furnishing thereof, copies of any material requests or material notices received by the Performance Guarantor (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities of the Performance Guarantor or of any of its Subsidiaries pursuant to the terms of any Loan Agreement, any documentation relating to Permanent Financing, Existing Notes Documentation, New Notes Documentation or Junior Financing Documentation in a principal amount greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 9(b); and

(v) promptly, such additional information regarding the business, legal, financial or corporate affairs of the Performance Guarantor or any Subsidiary, or compliance with the terms of the Transaction Documents, as the Recipient may from time to time reasonably request.

Documents required to be delivered pursuant to Section 9(a)(i) or 9(a)(ii) or Section 9(b)(iv) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Performance Guarantor posts such documents, or provides a link thereto on the Performance Guarantor’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Performance Guarantor’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which the Recipient has access (whether a commercial, third-party website or whether sponsored by the Recipient); provided that: (i) upon written request by the Recipient, the Performance Guarantor shall deliver paper copies of such documents to the Recipient until a written request to cease delivering paper copies is given by the Recipient

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and (ii) the Performance Guarantor shall notify (which may be by facsimile or electronic mail) the Recipient of the posting of any such documents and provide to the Recipient by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Performance Guarantor shall be required to provide paper copies of the Compliance Certificates required by Section 9(b)(ii) to the Recipient.

(c) Notices of Material Events. Performance Guarantor will notify the Recipient (or its assigns) in writing of any of the following promptly upon learning the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(i) the occurrence of each Early Amortization Event and each Potential Early Amortization Event;

(ii) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any default or event of default under, a Contractual Obligation of the Performance Guarantor, (ii) any dispute, litigation, investigation, proceeding or suspension between the Performance Guarantor and any Governmental Authority, (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Performance Guarantor, including pursuant to any applicable Environmental Laws or in respect of IP Rights or the assertion or occurrence of any noncompliance by the Performance Guarantor with, or liability under, any Environmental Law or Environmental Permit, or (iv) the occurrence of any ERISA Event; and

(iii) any downgrade in the rating of any Indebtedness of Performance Guarantor or any of its Subsidiaries by Standard & Poor’s Ratings Group or by Moody’s Investors Service, Inc., setting forth the Indebtedness affected and the nature of such change.

Each notice delivered under this clause (c) shall be accompanied by a statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

(d) Inspection Rights. Permit representatives and independent contractors of the Recipient to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, to the extent required by and in the manner specified in the Collection Agency Agreement.

(e) No Contest. Performance Guarantor will not at any time in the future deny that this Undertaking constitutes its legal, valid and binding obligation.

Section 10. Transition of Sellers. Performance Guarantor will, at its sole expense, use reasonable commercial efforts to cause each Seller to be eligible to be a

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“Seller” under (and as defined in) the Insured First Step Agreement. In connection therewith, Performance Guarantor will at the request of the Administrative Agent (as subassignee of the Recipient) cause each Seller to execute a Joinder Agreement attached as “Exhibit II” to the Insured First Step Agreement.

Section 11. Effect of Bankruptcy. This Undertaking shall survive the insolvency of any Seller or Collection Agent and the commencement of any case or proceeding by or against any Seller or Collection Agent under the federal bankruptcy code or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes. No automatic stay under the federal bankruptcy code with respect to any Seller or Collection Agent or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes to which any Seller or Collection Agent is subject shall postpone the obligations of Performance Guarantor under this Undertaking.

Section 12. Setoff. Regardless of the other means of obtaining payment of any of the Obligations, Recipient (and its assigns) is hereby authorized at any time and from time to time, without notice to Performance Guarantor (any such notice being expressly waived by Performance Guarantor) and to the fullest extent permitted by law, to set off and apply any deposits and other sums against the obligations of Performance Guarantor under this Undertaking, whether or not Recipient (or any such assign) shall have made any demand under this Undertaking and although such Obligations may be contingent or unmatured.

Section 13. Taxes. All payments to be made by Performance Guarantor hereunder shall be made free and clear of any deduction or withholding. If Performance Guarantor is required by law to make any deduction or withholding on account of tax or otherwise from any such payment, the sum due from it in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, Recipient receive a net sum equal to the sum which they would have received had no deduction or withholding been made.

Section 14. Further Assurances. Performance Guarantor agrees that it will from time to time, at the request of Recipient (or its assigns), provide information relating to the business and affairs of Performance Guarantor as Recipient may reasonably request. Performance Guarantor also agrees to do all such things and execute all such documents as Recipient (or its assigns) may reasonably consider necessary or desirable to give full effect to this Undertaking and to perfect and preserve the rights and powers of Recipient hereunder.

Section 15. Successors and Assigns. This Undertaking shall be binding upon Performance Guarantor, its successors and permitted assigns, and shall inure to the benefit of and be enforceable by Recipient and its successors and assigns. Performance Guarantor consents to any assignment by Recipient of its right, title and interest under this Undertaking to any Person (and its assignees). Performance Guarantor may not assign or transfer any of its obligations hereunder without the prior written consent of each of Recipient and the Controlling Party. Without limiting the generality of the foregoing sentence, Recipient may assign or otherwise transfer the Agreements, any other documents executed in connection therewith or delivered thereunder or any other agreement or note held

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by them evidencing, securing or otherwise executed in connection with the Obligations, or sell participations in any interest therein, to any other entity or other person, and such other entity or other person shall thereupon become vested, to the extent set forth in the First Step Agreement and Collection Agent Agreement evidencing such assignment, transfer or participation, with all the rights in respect thereof granted to the Recipient herein.

Section 16. Amendments and Waivers. No amendment or waiver of any provision of this Undertaking nor consent to any departure by Performance Guarantor therefrom shall be effective unless the same shall be in writing and signed by Recipient, the Controlling Party and Performance Guarantor. No failure on the part of Recipient to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Section 17. Notices. All notices and other communications provided for hereunder shall be made in writing and shall be addressed as follows: if either to Performance Guarantor or Recipient, at the respective address set forth on Schedule A hereto, or at such other addresses as each of Performance Guarantor or any Recipient may designate in writing to the other. Each such notice or other communication shall be effective if given by telecopy, upon the receipt thereof, if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or if given by any other means, when received at the address specified in this Section 17.

Section 18. GOVERNING LAW. THIS UNDERTAKING SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Section 19. CONSENT TO JURISDICTION. EACH OF PERFORMANCE GUARANTOR AND RECIPIENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS UNDERTAKING, THE FIRST STEP AGREEMENT, COLLECTION AGENT AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION THEREWITH OR DELIVERED THEREUNDER AND EACH OF PERFORMANCE GUARANTOR AND RECIPIENT HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.

Section 20. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS UNDERTAKING HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF

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ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY TRANSACTION DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS UNDERTAKING MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 20 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 21. Bankruptcy Petition. Performance Guarantor hereby covenants and agrees that, prior to the date that is one year and one day after of all outstanding senior Indebtedness of any Conduit Lender, SunGard Financing and SunGard Funding II has indefeasibly been paid in full, it will not institute against, or join any other Person in instituting against, any Conduit Lender, SunGard Financing or SunGard Funding II any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 21. Reinstatement. To the extent that the Performance Guarantor makes a payment to the Recipient, or the Recipient receives any payment or proceeds with respect to this Undertaking or any other amount payable in connection therewith, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, and to the extent such payment or proceeds are set aside, all such amounts payable in connection with this Undertaking intended to be satisfied, shall be reinstated and revived and shall continue in full force and effect, as if such payment or proceeds had not been received by the Recipient.

Section 22. Miscellaneous. This Undertaking constitutes the entire agreement of Performance Guarantor with respect to the matters set forth herein. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement, and this Undertaking shall be in addition to any other guaranty of or collateral security for any of the Obligations. The provisions of this Undertaking are severable, and in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Performance Guarantor hereunder would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of Performance Guarantor’s liability under this Undertaking, then, notwithstanding any other provision of this Undertaking to the contrary, the amount of such liability shall, without any further action by Performance Guarantor or Recipient, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding. Any provisions of this Undertaking which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise specified, references herein to “Section” shall mean a reference to sections of this Undertaking.

* * * *

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IN WITNESS WHEREOF, Performance Guarantor has caused this Undertaking to be executed and delivered as of the date first above written.

SUNGARD DATA SYSTEMS INC., as Performance Guarantor
By:	/s/    ANDREW P. BRONSTEIN
Name:	Andrew P. Bronstein
Title:	Vice President, Controller and Assistant Secretary
SUNGARD FINANCING LLC, as Recipient
By:	/s/    MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	President, Treasurer and Assistant Secretary

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Schedule A

Addresses for Notices

Performance Guarantor
SunGard Data Systems Inc.
680 East Swedesford Road
Wayne, Pa 19087-1605
Attention:	Michael J. Ruane
	Phone: 484-582-5405
	Fax: 610-225-1120
	Email: michael.ruane@sungard.com
Copy to:	Victoria E. Silbey
	Phone: 484-582-5542
	Fax: 610-687-3725
	Email: victoria.silbey@sungard.com
Recipient
SunGard Financing LLC
680 East Swedesford Road
Wayne, Pa 19087-1605
Attention:	Michael J. Ruane
	Phone: 484-582-5405
	Fax: 610-225-1120
	Email: michael.ruane@sungard.com
Copy to:	Victoria E. Silbey
	Phone: 484-582-5542
	Fax: 610-687-3725
	Email: victoria.silbey@sungard.com

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EX-10.12

Exhibit 10.12

SUNGARD BRIDGE RECEIVABLES FACILITY

SECURITY AGREEMENT

dated as of

August 11, 2005

among

SUNGARD FUNDING II LLC,

as Grantor,

and

JPMORGAN CHASE BANK, N.A.,

as Collateral Agent

TABLE OF CONTENTS

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement	1
SECTION 1.02. Other Defined Terms	1
ARTICLE II
Security Interests in Personal Property
SECTION 2.01. Security Interest	2
SECTION 2.02. Representations and Warranties	3
SECTION 2.03. Covenants	4
ARTICLE III
Remedies
SECTION 3.01. Remedies Upon Early Amortization Event or Event Default	5
SECTION 3.02. Application of Proceeds	8
ARTICLE IV
Miscellaneous
SECTION 4.01. Notices	8
SECTION 4.02. Waivers; Amendment	8
SECTION 4.03. Collateral Agent’s Fees and Expenses; Indemnification	9
SECTION 4.04. Successors and Assigns	10
SECTION 4.05. Survival of Agreement	10
SECTION 4.06. Counterparts; Effectiveness; Several Agreement	10
SECTION 4.07. Severability	10

SECTION 4.08. Right of Set-Off	11
SECTION 4.09. Governing Law; Jurisdiction; Consent to Service of Process	11
SECTION 4.10. WAIVER OF JURY TRIAL	12
SECTION 4.11. Headings	12
SECTION 4.12. Security Interest Absolute	12
SECTION 4.13. Termination or Release	12
SECTION 4.14. Collateral Agent Appointed Attorney-in-Fact	13

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SECURITY AGREEMENT dated as of August 11, 2005 between SUNGARD FUNDING II LLC (“SunGard Funding II”), as the “Grantor”, and JPMORGAN CHASE BANK, N.A., as Collateral Agent (in such capacity the “Collateral Agent”) for the Secured Parties (as defined below).

Reference is made to the Bridge Receivables Credit Agreement dated as of August 11, 2005 (the “Credit Agreement”), among SunGard Funding II, as Borrower, the Conduit Lenders, the Committed Lenders, the Funding Agents and JPMorgan Chase Bank, N.A., as Administrative Agent. The Lenders have agreed to extend credit to SunGard Funding II subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. SunGard Funding II will derive substantial benefits from the extension of credit to it pursuant to the Credit Agreement, and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. All terms defined in the New York Uniform Commercial Code (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York Uniform Commercial Code; (b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Account Debtor” means any Person who is or who may become obligated to the Grantor under, with respect to or on account of any of the Collateral.

“Agreement” means this Security Agreement.

“Collateral” has the meaning assigned to such in Section 2.01(a).

“Collateral Agent” means JPMorgan Chase Bank, N.A., as agent for the Lenders and the Funding Agents hereunder, or any successor agent under this Agreement (together with its successors and assigns).

“Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“New York Uniform Commercial Code” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Secured Obligations” means the “Obligations” defined in the Credit Agreement.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders and the Funding Agents.

“Security Interest” has the meaning assigned to such term in Section 2.01(a).

ARTICLE II

Security Interests in Personal Property

SECTION 2.01. Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Performance Guarantee, the Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by the Grantor or in which the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):

(i) the Collections;

(ii) the Collection Accounts;

(iii) the Lockboxes;

(iv) the Lockbox Accounts;

(v) the Receivables;

(vi) the Seller Related Security;

(vii) the SunGard Financing Related Security;

(viii) the SunGard Funding II Related Security;

(ix) all books and records pertaining to the Collateral; and

(x) to the extent not otherwise included, all proceeds and products of the foregoing and all collateral security and guarantees given by any Person with respect to the foregoing;

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(b) The Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of the Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code for the filing of any financing statement or amendment, including (A) whether the Grantor is an organization, the type of organization and any organizational identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates. The Grantor agrees to provide such information to the Collateral Agent promptly upon request.

(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of the Grantor with respect to or arising out of the Collateral.

SECTION 2.02. Representations and Warranties. The Grantor represents and warrants to the Collateral Agent and the Secured Parties that:

(a) The Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.

(b) Exhibit A includes the exact legal name of each Grantor, and is correct and complete in all material aspects as of the Closing Date. The Uniform Commercial Code financing statements or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent in Exhibit A for filing in each governmental, municipal or other office specified in Exhibit A (or specified by notice from the Grantor to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 6.10 of the Credit Agreement), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by filing under the Uniform Commercial Code, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such

3

jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.

(c) The Security Interest constitutes (i) a legal and valid security interest in all the Collateral securing the payment and performance of the Secured Obligations and (ii) subject to the filings described in Section 2.02(b), a perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code. The Security Interest is and shall be prior to any other Lien on any of the Collateral.

(d) The Collateral is owned by the Grantor free and clear of any Lien. The Grantor has not filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Collateral or (ii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect.

SECTION 2.03. Covenants. (a) The Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in corporate name of the Grantor, (ii) in the identity or type of organization or corporate structure of the Grantor, or (iii) in the jurisdiction of organization of the Grantor.

(b) The Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Collateral and the priority thereof against any Lien.

(c) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 9 of the Performance Undertaking, the Grantor shall deliver to the Collateral Agent a certificate executed by a Responsible Officer of the Grantor (i) setting forth the information required pursuant to this Section 2.03(c) or confirming that there has been no change in such information since the date of the most recent certificate delivered pursuant to this Section 2.03(c) and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings recordings or registrations, including all refilings, recordings and registrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction to the extent necessary to protect and perfect the Security Interest for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

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(d) The Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Collateral that is in excess of $1,000,000 shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be promptly pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, duly endorsed in a manner reasonably satisfactory to the Collateral Agent.

(e) At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral, and may pay for the maintenance and preservation of the Collateral to the extent the Grantor fails to do so as required by the Credit Agreement or this Agreement and within a reasonable period of time after the Collateral Agent has requested that it do so, and the Grantor agrees to reimburse the Collateral Agent within 10 days after demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as excusing the Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of the Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein, in the other Transaction Documents.

(f) [Reserved.]

(g) The Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, and the Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

ARTICLE III

Remedies

SECTION 3.01. Remedies Upon Early Amortization Event or Event Default. Upon the occurrence and during the continuance of an Early Amortization Event or Event of Default, it is agreed that the Collateral Agent shall have the right to

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exercise any and all rights afforded to a secured party with respect to the Secured Obligations under the Uniform Commercial Code or other applicable law and also may (i) require the Grantor to, and the Grantor agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by the Grantor where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to the Grantor in respect of such occupation; provided that the Collateral Agent shall provide the Grantor with notice thereof prior to or promptly after such occupancy; (iii) exercise any and all rights and remedies of the Grantor under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the Grantor with notice thereof prior to or promptly after such exercise; and (iv) subject to the mandatory requirements of applicable law and the notice requirements described below, sell or otherwise dispose of all or any part of the Collateral securing the Secured Obligations at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give the Grantor 10 days’ written notice (which the Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or

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publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of the Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from the Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and the Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Early Amortization Events or Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York Uniform Commercial Code or its equivalent in other jurisdictions. The Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as the Grantor’s true and lawful agent (and attorney-in-fact during the continuance of an Early Amortization Event or Event of Default and after notice to the Grantor of its intent to exercise such rights) for the purpose of (i) making, settling and adjusting claims in respect of Collateral under policies of insurance endorsing the name of the Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and (ii) making all determinations and decisions with respect thereto. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within 10 days of demand, by the Grantor to the Collateral Agent and shall be additional Secured Obligations secured hereby.

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SECTION 3.02. Application of Proceeds. (a) The Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows:

FIRST, to the payment of all costs and expenses incurred by the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Transaction Document or any of the Secured Obligations including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Transaction Document on behalf of the Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Transaction Document;

SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed as set forth in Section 2.03(c) of the Credit Agreement); and

THIRD, to the Grantor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

ARTICLE IV

Miscellaneous

SECTION 4.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement.

SECTION 4.02. Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any Lender in exercising any right or power hereunder or under any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent, the Lenders hereunder and under the other Transaction Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Grantor therefrom

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shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 4.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Early Amortization Event or Event of Default, regardless of whether the Collateral Agent, the Issuer or any Lender may have had notice or knowledge of such Early Amortization Event or Event of Default at the time. No notice or demand on the Grantor in any case shall entitle the Grantor to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent (with the Consent of the Controlling Party) and the Grantor with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement.

SECTION 4.03. Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement.

(b) Without limitation of its indemnification obligations under the other Transaction Documents, the Grantor agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreement or instrument contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.

(c) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the Performance Guarantee. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Transaction Document, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Transaction Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within 10 days of written demand therefor.

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SECTION 4.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

SECTION 4.05. Survival of Agreement. All covenants, agreements, representations and warranties made hereunder and in any other Transaction Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Transaction Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Transaction Documents and the making of any Loans, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Collateral Agent or any Lender may have had notice or knowledge of any Early Amortization Event or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Transaction Document is outstanding and unpaid and so long as the Commitments of any Lender(s) remain outstanding.

SECTION 4.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to the Grantor when a counterpart hereof executed on behalf of the Grantor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon the Grantor and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of the Grantor, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that the Grantor shall not have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement.

SECTION 4.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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SECTION 4.08. Right of Set-Off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Early Amortization Event or Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Grantor, any such notice being waived by the Grantor to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender, and their Affiliates to or for the credit or the account of the Grantor against any and all obligations owing to such Lender and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Lender or Affiliate shall have made demand under this Agreement and although such obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Grantor and the Collateral Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 4.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender may have.

SECTION 4.09. Governing Law; Jurisdiction; Consent to Service Of Process. (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

(b) The Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York City and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Transaction Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Transaction Document shall affect any right that the Collateral Agent, or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Document against the Grantor or its properties in the courts of any jurisdiction.

(c) The Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Transaction Document in any court referred to in

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paragraph (b) of this Section 4.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 4.01. Nothing in this Agreement or any other Transaction Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 4.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.10.

SECTION 4.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 4.12. Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest and all obligations of the Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Transaction Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Transaction Document, or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Grantor in respect of the Secured Obligations or this Agreement.

SECTION 4.13. Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with

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respect to all Secured Obligations when all the outstanding Secured Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement,

(b) Upon any sale or other transfer by the Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released.

(c) In connection with any termination or release pursuant to paragraph (a) or (b), the Collateral Agent shall execute and deliver to the Grantor, at the Grantor’s expense, all documents that the Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 4.13 shall be without recourse to or warranty by the Collateral Agent.

SECTION 4.14. Collateral Agent Appointed Attorney-in-Fact. The Grantor hereby appoints the Collateral Agent the attorney-in-fact of the Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Early Amortization Event or Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Early Amortization Event or Event of Default and notice by the Collateral Agent to the Grantor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of the Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require the Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to the Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

SUNGARD FUNDING II LLC, as Grantor,
by:	SUNGARD FINANCING LLC, its Member
by	/s/    MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	President
JPMORGAN CHASE BANK, N.A., as Collateral Agent,
by	/s/    LEO LOUGHEAD
Name:	Leo Loughead
Title:	Managing Director

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EX-10.13

Exhibit 10.13

SUNGARD BRIDGE RECEIVABLES FACILITY

COLLECTION AGENT AGREEMENT

dated as of August 11, 2005

by and between

SUNGARD DATA SYSTEMS INC.,

as Collection Agent,

and

SUNGARD FUNDING II LLC

SUNGARD BRIDGE RECEIVABLES FACILITY

COLLECTION AGENT AGREEMENT

This Collection Agent Agreement, dated as of August 11, 2005 is by and between SunGard Funding II LLC, a Delaware limited liability company (“SunGard Funding II”), and SunGard Data Systems Inc., a Delaware corporation (including its permitted assigns, “SunGard Parent” ) as initial Collection Agent (in such capacity, the “Collection Agent”). Unless defined elsewhere herein, capitalized terms used in this Agreement but not defined herein shall have the meanings assigned to such in Annex A to the Bridge Receivables Credit Agreement, dated as of August 11, 2005, relating to the SunGard Bridge Receivables Facility, by and among SunGard Funding II LLC, a Delaware limited liability company, JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders and Funding Agents parties thereto, as amended or modified from time to time (the “Credit Agreement”).

PRELIMINARY STATEMENTS

1. Certain Subsidiaries of SunGard Data Systems Inc. (such Subsidiaries, the “Sellers”) will from time to time convey Receivables to SunGard Financing LLC (“SunGard Financing”), as purchaser under the First Step Agreement.

2. SunGard Financing, as transferor, will from time to time convey such Receivables to SunGard Funding II, as transferee, under the Second Step Agreement.

3. SunGard Funding II desires to appoint SunGard Parent as the initial Collection Agent with respect to the Receivables, and SunGard Parent is willing to accept such appointment.

ARTICLE I

ADMINISTRATION AND COLLECTION

Section 1.1 Designation of Collection Agent; Removal and Replacement.

(a) Appointment as Collection Agent. The servicing, administration and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Agreement, subject to clause (d) of this Section. SunGard Parent is hereby appointed as, and will perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreement.

(b) Delegation. SunGard Parent shall not delegate any of its duties or responsibilities as Collection Agent to any Person other than (i) the applicable Seller, (ii) a Person selected by SunGard Funding II, and (iii) with respect to Charged-Off Receivables, outside collection agencies in accordance with its customary practices and the SunGard Financial Policy.

(c) Primarily Responsible. Notwithstanding the foregoing subsection (b), but subject to the following subsection (d), (i) SunGard Parent shall be and remain primarily liable to SunGard Funding II for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) SunGard Funding II shall be entitled to deal exclusively with SunGard Parent in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunder, but shall also be entitled to deal directly with any Person to whom duties are delegated under clause (b). SunGard Funding II shall not be required to give notice, demand or other communication to any Person other than SunGard Parent in order for communication to the Collection Agent and its sub-servicer or other delegate with respect thereto to be accomplished. SunGard Parent, at all times that it is the Collection Agent, shall be responsible for providing any sub-servicer or other delegate of the Collection Agent with any notice given to the Collection Agent under this Agreement.

(d) Removal and Replacement; Termination. Upon the occurrence of a Collection Agent Default, SunGard Funding II shall have the right to remove and replace SunGard Parent as Collection Agent. SunGard Parent will cooperate fully in transferring the books, records and functions of the Collection Agent to any successor Collection Agent. This Agreement will terminate on the date when all Obligations under the Transaction Documents are paid in full.

Section 1.2 Duties of Collection Agent.

(a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect, administer and service each Receivable from time to time, all in accordance with all the terms and provisions of this Agreement, applicable Law, rules and regulations, applicable customary and usual industry standards reflecting prudent management of similar assets, and in accordance with the SunGard Financial Policy, but without regard to any relationship the Collection Agent may have with any Obligor or any other Person who is a party to the Loan Documents. In the enforcement or collection of any such amount, the Collection Agent shall be entitled to sue thereon (1) in its own name or (2) if, but only if, SunGard Funding II consents in writing (which consent shall not be unreasonably withheld), as agent for SunGard Funding II subject, in either case, to the consent of the Controlling Party. In no event shall the Collection Agent be entitled to take any action which would make SunGard Funding II a party to any litigation without the express prior written consent of SunGard Funding II and the Controlling Party.

(b) The Collection Agent will instruct all Obligors to pay all Collections directly to a Lockbox, Lockbox Account or Collection Account and will cause each Lockbox Bank to remit amounts in each Lockbox into the Collection Account daily. SunGard Parent will cause all Collections in each Lockbox Account to be remitted daily to the applicable Lockbox Account, and will cause all Collections in each Lockbox Account to be reimitted daily to the Collection Account. The Collection Agent shall maintain in effect at all times a Control Agreement with each bank party to a Lockbox, Lockbox Account or Collection Account. In the case of any remittances received in any Lockbox, Lockbox Account or Collection Account that shall have been identified, to the satisfaction of the Collection Agent, to not constitute Collections or other proceeds of the Receivables, the Related Security or related Collections, the Collection Agent shall promptly remit such items to the Person identified to it as being the owner

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of such remittances. From and after any Early Amortization Date, SunGard Funding II may request that the Collection Agent, and the Collection Agent thereupon promptly shall, instruct all Obligors with respect to the Receivables, to remit all payments thereon to a new depositary account specified by SunGard Funding II and, at all times thereafter, the Collection Agent shall not deposit or otherwise credit any funds to the Collection Account, but rather to such new depositary account. If any payments relating to Receivables are remitted directly SunGard Parent, SunGard Parent will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, such SunGard Parent will hold such payments in trust for the exclusive benefit of SunGard Funding II.

(c) The Collection Agent may, in accordance with the SunGard Financial Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Collection Agent determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable, Defaulted Receivables or Charged-Off Receivable or limit the rights of SunGard Funding II under this Agreement or any other Loan Document.

(d) The Collection Agent shall hold in trust for SunGard Funding II all Records that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of SunGard Funding II, make available to SunGard Funding II all such Records, at a place selected by SunGard Funding II.

(e) The Collection Agent will ensure that the Lockboxes, the Lockbox Accounts and the Collection Account will be free and clear of, and defend the Lockboxes, Lockbox Account and the Collection Account against, any writ, order, stay, judgment, warrant of attachment or attachment or Lien (other than a Lien under the Transaction Documents).

Section 1.3 Application of Payments. Any payment by an Obligor in respect of any receivable or other obligation owed by it to a Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or Law and unless otherwise instructed by SunGard Funding II, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Section 1.4 Responsibilities of Collection Agent. Anything herein to the contrary notwithstanding, the exercise by SunGard Funding II of its rights hereunder shall not release the Collection Agent from any of its duties or obligations with respect to any Receivables or under the related Contracts. SunGard Funding II shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of the Collection Agent. For the benefit of each other party to the Transaction Documents, the Collection Agent will be bound by the obligations of the “Collection Agent” as used in each other Transaction Document relating to the SunGard Bridge Receivables Facility.

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Section 1.5 Reports.

(a) The Collection Agent shall prepare on behalf of and forward to the SunGard Funding II a completed Monthly Report substantially in the form of Exhibit J to the Credit Agreement with respect to each Monthly Period, not later than the Determination Date following the end of such Monthly Period, and deliver copies of it to SunGard Funding II, and to the Administrative Agent for distribution to the Lenders and Funding Agents. Such Monthly Report shall include a copy of the magnetic tape, in the form of an electronic database or spreadsheet file, using database or spreadsheet software that is readily available to the Administrative Agent, setting forth, as to each Receivable, Seller Related Security, Asset and/or SunGard Financing Related Security, the information required on Exhibit J to the Credit Agreement.

(b) Promptly upon receipt thereof, the Collection Agent shall deliver to the Administrative Agent and the Lenders copies of all schedules, financial statements or other similar reports delivered to or by a Seller, the Collection Agent, SunGard Funding II, the Borrower or the Administrative Agent pursuant to the terms of any of the Transaction Documents, including all reports provided to either the Administrative Agent or any Lender pursuant to the Credit Agreement, (B) promptly upon request, such other data as the Administrative Agent may reasonably request relating to the Transaction or to a Seller’s, the Collection Agent’s, the SunGard Funding II’s or the Borrower’s ability to perform its obligations under the Transaction Documents and (C) all information required to be furnished to the Administrative Agent or the Lenders, as the case may be.

Section 1.6 Servicing Fees. In consideration of SunGard Parent’s agreement to act as Collection Agent hereunder, SunGard Funding II agrees that, so long as SunGard Parent shall continue to perform as Collection Agent hereunder, SunGard Funding II shall pay over to SunGard Parent a fee (the “Servicing Fee”) on each date specified in (and from funds available pursuant to) Section 2.03(c)(i) of the Credit Agreement, in arrears since the prior date of payment, equal to 0.50% per annum of the average aggregate Net Receivables Balance during such period, as compensation for its servicing activities.

Section 1.7 Protection of Secured Parties’ Rights and Collectibility of Receivables. The Collection Agent will take no action, nor omit to take any action, which could reasonably be expected to (a) materially adversely impair the rights, remedies or interests of SunGard Funding II, the Administrative Agent or the Lenders under the Transaction Documents in respect of the Receivables and the other Collateral or (b) materially impair the collectibility of the Receivables.

Section 1.8 Performance and Compliance with Contracts and Receivables. The Collection Agent will, at its own expense, timely and fully perform and comply with the material provisions, covenants and other promises required to be observed by it under the Contracts and the Receivables.

Section 1.9 Payment of Taxes. The Collection Agent will pay or cause to be paid all Taxes that are shown to be due and payable on any tax returns which are required to be filed or on any assessments that may be made against the Collection Agent or any of its properties and all other taxes, fees or other charges that may be imposed on the initial Collection Agent or any of its properties by any Governmental Authority (other than those the amount or

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validity of which are contested in good faith by appropriate proceedings and with respect to which reserves required to conform with GAAP have been provided on the consolidated books of the Collection Agent).

Section 1.10 Notices. The Collection Agent shall give notice to the Indenture Trustee, promptly (and in no event later than five (5) Business Days) after becoming aware of the occurrence of any Collection Agent Default, Early Amortization Event, Event of Default or a breach of a representation or warranty related to the eligibility of any Receivable in any material.

Section 1.11 Insurance. The Collection Agent shall maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Performance Guarantor and its Subsidiaries) as are customarily carried under similar circumstances by such other Persons.

ARTICLE II

INDEMNIFICATION

Section 2.1 Indemnities by the Collection Agent. (a) Without limiting any other rights that SunGard Funding II may have hereunder or under applicable Law, the Collection Agent hereby agrees to indemnify (and pay upon demand), protect and hold harmless SunGard Funding II and its respective assigns, and their officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all actions, suits, judgments, demands, damages, losses, claims, taxes, liabilities (including penalties), costs, expenses and for all other amounts payable, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against, incurred by arising out of or related to any of them arising out of the Collection Agent’s activities as Collection Agent hereunder excluding, however, in all of the foregoing instances:

(i) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; or

(ii) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor.

(b) Without limiting the generality of the foregoing indemnification, the Collection Agent shall indemnify the Indemnified Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible Receivables, regardless of whether reimbursement therefor would constitute recourse to the Collection Agent) relating to or resulting from:

(i) the failure by the Collection Agent to comply with any applicable Law, rule or regulation with respect to any Receivable or Contract related thereto;

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(ii) any failure of the Collection Agent to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document or the breach of any of its representations and/or warranties hereunder or under any other Transaction Document (including, without limitation, the failure of any information or report delivered to a party to the Transaction Documents to be true, complete and correct when made or deemed to have been made);

(iii) the commingling of Collections of Receivables at any time with other funds or the failure to deposit amounts into the appropriate account pursuant to the Transaction Documents;

(iv) the omission or action, or allegation thereof, by the Borrower in connection with any registration or non-registration of the Notes under applicable securities laws;

(v) any untrue statement or alleged untrue statement of a material fact contained in the Information Memorandum or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(vi) the occurrence of a Collection Agent Default, or event that with the giving of notice, the lapse of time and/or both would constitute a Collection Agent Default; or

(vii) the violation of any foreign, federal, state or local law, rule or regulation, or any judgment, order or decree applicable to it, which violation reasonably could result in a Material Adverse Effect, including, without limitation, the violation of any federal or state securities, banking or antitrust laws, rules or regulations.

Section 2.2 Reimbursement Obligations. Anything herein or in any Transaction Document to the contrary notwithstanding, SunGard Parent agrees to pay to the Administrative Agent, on demand, any and all charges, fees, costs and expenses that the Administrative Agent may reasonably pay or incur, including, but not limited to, attorneys’, accountants’ and other third parties’ fees and expenses and any filing fees and expenses, in connection with (i) the negotiation, execution, delivery and preparation of the Transaction Documents and any document or instruments delivered pursuant hereto or thereto and the transactions contemplated hereby or thereby, (ii) the enforcement, defense or preservation (including defending, monitoring or participating in any litigation or proceeding (including any bankruptcy or insolvency proceeding)) of any rights against the Collection Agent, any rights under this Agreement or any other Transaction Document to which the Collection Agent is a party or by which it is bound or any rights under any certificate, document or instrument delivered by the Collection Agent, (ii) any action, proceeding or investigation affecting the Collateral or the rights or obligations of the Administrative Agent under the Transaction Documents as a result of, related to or arising from the Collection Agent’s management thereof, servicing thereof or collection practices related thereto, including, without limitation, any

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judgment or settlement entered into affecting the Administrative Agent or the Administrative Agent’s interests, (iii) any amendment, waiver or other action with respect to, or related to, this Agreement, whether or not executed or completed, (iv) any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement, any other Transaction Document, or any document or instrument delivered pursuant hereto or thereto and the transaction contemplated hereby or thereby (including, without limitation, perfection or protection of the Collateral) in each case to the extent related to or arising from the Collection Agent’s management thereof, servicing thereof or collection practices related thereto or (v) arising in connection with the replacement of the Collection Agent. Such payment or reimbursement shall be remitted after written demand therefor together with all reasonable out-of-pocket costs, expenses and disbursements, including attorney’s fees and expenses, and other costs, fees and expenses incurred by the Administrative Agent in connection with the enforcement of its rights hereunder.

Section 2.3 In the event of any payment by the Administrative Agent, each of the parties hereto agrees to accept the voucher or other evidence of payment provided by the Administrative Agent as prima facie evidence of the propriety thereof and the liability, if any, described in Section 2.1 or Section 2.2. All payments to be made hereunder or under any other Transaction Document shall be made to the Indemnified Party in lawful currency of the United States of America in immediately available funds at the notice address for the Administrative Agent as specified in the Credit Agreement on the date when due or as such Indemnified Party shall otherwise direct by written notice to the other parties hereto. Payments to be made to hereunder shall bear interest at the Default Rate from the date due to the date when paid.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Representations and Warranties of the Collection Agent. The Collection Agent hereby represents and warrants to SunGard Financing, as to itself, as of the date hereof, and as of the date of each Purchase, that:

Section 3.1 Corporate Existence and Power. The Collection Agent (a) is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Transaction Documents to which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 3.2 Power and Authority; Due Authorization Execution and Delivery. The execution, delivery and performance by the Collection Agent of each Transaction Document to which it is a party or by which it is bound, and the consummation of the Transactions, is

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within the Collection Agent’s corporate powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Collection Agent’s Organization Documents, (b) conflict with or result in any breach, default or contravention of, result in the acceleration of or require any payment to be made under (i) any Contractual Obligation (including, without limitation, any loan agreement, mortgage or indenture) to which the Collection Agent is a party or by which it is bound or affecting the Collection Agent or the properties of the Collection Agent or (ii) any material order, injunction, writ or decree of any Governmental Authority or any judicial or arbitral award to which the Collection Agent or its property is subject, (c) violate any material Law or (d) result in the creation of any lien upon or in respect of any of its properties; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(i), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Section 3.3 Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, the Collection Agent of this Agreement or any other Transaction Document, or for the consummation of the Transactions, (b) the perfection or maintenance of the Liens created under the Transaction Documents (including the priority thereof) or (c) the exercise by SunGard Funding II of its rights or remedies under the Transaction Documents, except for (i) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (ii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

Section 3.4 Binding Effect. This Agreement has been duly executed and delivered by the Collection Agent. This Agreement constitutes, a legal, valid and binding obligation of the Collection Agent, enforceable against the Collection Agent in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

Section 3.5 Litigation. There are no actions, suits, proceedings, claims, disputes or investigations pending or, to the knowledge of the Collection Agent, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Collection Agent or against any of its properties, revenues or subsidiaries that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 3.6 Compliance with SunGard Financial Policy. The Collection Agent has complied in all material respects with the SunGard Financial Policy with regard to each Receivable and the related Contract, and has not made any change to such SunGard Financial Policy, except (i) those changes approved with the prior written consent of the Controlling Party, or (ii) such material changes as to which the Controlling Party has been notified in accordance with Section 5.1(a)(iii) of the Credit Agreement. The Collection Agent will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the SunGard Financial Policy.

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Section 3.7 Early Amortization Events and Potential Early Amortization Events. No Early Amortization Event or Potential Early Amortization Event has occurred and is continuing.

Section 3.8 No Collection Agent Default. To the knowledge of the Collection Agent, neither a Collection Agent Default nor an Event of Default has occurred and is continuing.

Section 3.9 Location of Records, Marked Records. The offices at which the Collection Agent keeps its records concerning the Receivables, the Lockboxes the Lockbox Accounts, the Collection Account and the Related Collateral are located at the addresses set forth on Schedule B hereto. The records of the Collection Agent have been marked to indicate the conveyance of the Receivables to SunGard Funding II and the interests of the Administrative Agent for the benefit of the Lenders.

ARTICLE IV

COVENANTS AND AGREEMENTS

Section 4.1 Compliance With Agreements and Applicable Laws. The Collection Agent shall comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

Section 4.2 Existence. The Collection Agent shall preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05 of the Senior Credit Agreement and (b) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except (i) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 7.04 or 7.05 of the Senior Credit Agreement.

Section 4.3 Compliance Certificate. The Collection Agent shall deliver to the parties to the Transaction Documents, at the time that the delivery of the financial statements is required pursuant to Section 9(b)(ii) of the Performance Undertaking, a certificate of one (or more) of its officers stating that:

(a) a review of the performance of the Collection Agent under the Transaction Documents to which it is a party during such period has been made under such officer’s supervision; and

(b) to the best of such officer’s knowledge following reasonable inquiry, no Collection Agent Default, or event or circumstance that with notice and/or the passage of time would constitute a Collection Agent Default, has occurred, or if any such default has occurred,

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specifying the nature thereof and, if the Collection Agent has a right to cure such default, stating in reasonable detail (including, if applicable, any supporting calculations) the steps, if any, being taken to cure such default or to otherwise comply with the terms of the agreement to which such default relates.

Section 4.4 Inspection Rights. The Collection Agent shall permit representatives and independent contractors of SunGard Financing to visit and inspect the properties of the Collection Agent and each Seller, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at the reasonable expense of the Sellers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Collection Agent; provided that, excluding any such visits and inspections during the continuation of an Amortization Event, SunGard Financing shall not exercise such rights more often than two (2) times during any calendar year and only one (1) such time shall be at the Seller’s expense. SunGard Financing shall give the Collection Agent and each Seller the opportunity to participate in any discussions with the independent public accountants of the Collection Agent or such Seller.

Section 4.5 Financing Statements and Further Assurances. The Collection Agent will cause to be filed all necessary financing statements or other instruments, and any amendments or continuation statements relating thereto, necessary to be kept and filed in such manner and in such places as may be required by law to preserve and protect fully the interest of the Administrative Agent in the Collateral. The Collection Agent will file or cause to be filed all Uniform Commercial Code financing statements necessary for perfecting a first priority security interest of the Administrative Agent for the benefit of the Lenders in the Receivables, Seller Related Security, Assets and/or SunGard Financing Related Security by, or promptly following, the Closing Date. The Collection Agent shall, upon the reasonable request of the Administrative Agent, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, within ten days of such request, such amendments hereto and such further instruments and take such further action as may be reasonably necessary to effectuate the intention, performance and provisions of the Transaction Documents.

Section 4.6 No Contest. The Collection Agent will not at any time in the future deny that this Agreement or any other Transaction Document to which it is a party constitutes its legal, valid and binding obligation.

Section 4.7 [Reserved.]

Section 4.8 Servicing of Receivables. All Receivables, Seller Related Security, Assets and/or SunGard Financing Related Security will be serviced in compliance with this Agreement and the other Transaction Documents.

Section 4.9 Due Diligence. If in the Administrative Agent’s reasonable judgment, circumstances so warrant, based on the performance of the Transaction (and the Administrative Agent notifies the Collection Agent of such circumstances), the Administrative Agent shall have the right, so long as it remains a Controlling Party, to conduct reviews of the

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Collection Agent’s practices as Collection Agent through reviews of the Receivables, Seller Related Security, Assets and/or SunGard Financing Related Security and reviews of origination, servicing and collection practices. Such due diligence shall be conducted at the expense of the Administrative Agent and in a reasonable manner convenient to both the Collection Agent and the Administrative Agent. This due diligence right is in addition to the access provided pursuant to Section 4.4 hereof.

Section 4.10 Change of Jurisdiction. The Collection Agent will notify the Administrative Agent of any change in the jurisdiction of organization of SunGard Parent, each Seller, the Collection Agent, the Transferor or the Borrower.

ARTICLE V

MISCELLANEOUS

(a) Waivers and Amendments. No failure or delay on the part of SunGard Funding II in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by Law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing with the consent of the Collection Agent and SunGard Funding II. None of the parties hereto shall modify, waive or amend, or consent to any modification, waiver or amendment of, any of the terms, provisions or conditions of the Transaction Documents to which it is a party or by which it is bound without the prior written consent of the Administrative Agent.

Section 5.2 Bankruptcy Petition. Collection Agent, in its capacity as Collection Agent will not, before the date that is one year and one day after the payment in full of all Obligations, institute against, or join any other Person in instituting against, SunGard Financing, SunGard Funding II or any creditor of SunGard Financing or SunGard Funding II under any Debtor Relief Law.

Section 5.3 GOVERNING LAW. THIS UNDERTAKING SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Section 5.5 CONSENT TO JURISDICTION. ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY TRANSACTION DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY TRANSACTION DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE

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BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY TO THIS AGREEMENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY TRANSACTION DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

Section 5.6 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY TRANSACTION DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.5 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 5.7 Integration; Binding Effect; Survival of Terms.

(a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms.

Section 5.8 Counterparts; Severability; Section References. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without

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invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

Section 5.9 Consent to Assignment. The Collection Agent consents to the assignment by SunGard Funding II of its right, title and interest under this Agreement to the Administrative Agent for the benefit of the Lenders. The Administrative Agent shall be entitled to exercise, without notice to or consent of SunGard Financing, any and all rights of SunGard Funding II under this Agreement from time to time, but shall have not obligations under this agreement or any liability for any loss, expense, claim or damage incurred by or asserted against SunGard Funding II by reason of act or omissions under this Agreement.

Section 5.10 Collateral Assignment; Third-Party Beneficiary. Each of the parties hereto hereby acknowledge and agree that all of the right, title and interest of SunGard Financing in, to and under this Agreement has been transferred to SunGard Funding II LLC and that SunGard Funding II LLC has collaterally assigned to the Administrative Agent (for the benefit of the Lenders) all of its right, title and interest in, to and under this Agreement. Each reference herein to SunGard Financing shall include any and all of its assigns (including collateral assigns). Each of the parties hereto agrees that the Administrative Agent (for the benefit of the Lenders) constitutes an express third-party beneficiary with respect to this Agreement and shall be entitled to rely on and enforce all representations, warranties, covenants and agreements contained herein as if made directly to it (for the benefit of the Lenders) and as if it (for the benefit of the Lenders) were a party hereto.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

SUNGARD DATA SYSTEMS INC., as Collection Agent
By:	/s/ Andrew P. Bronstein
Name:	Andrew P. Bronstein
Title:	Vice President, Controller and Assistant Secretary
SUNGARD FUNDING II LLC
By: SunGard Financing LLC, its Member
By:	/s/ Michael J. Ruane
Name:	Michael J. Ruane
Title:	President

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EX-10.14

Exhibit 10.14

SUNGARD INSURED RECEIVABLES FACILITY

PERFORMANCE UNDERTAKING

This Performance Undertaking (this “Undertaking”), dated as of August 11, 2005, is executed by SUNGARD DATA SYSTEMS INC., a Delaware corporation (the “Performance Guarantor”) in favor of SUNGARD FINANCING LLC, a Delaware limited liability company, together with its successors and assigns, including JPMorgan Chase Bank, N.A., as Administrative Agent on behalf of the Lenders and the Insurer (collectively, the “Recipient”).

RECITALS

1. Each Subsidiary of the Performance Guarantor that is a Seller on the date hereof and that becomes a Seller from time to time (collectively, the “Sellers”) and Recipient have entered into or will enter into the SunGard Insured Receivables Facility First Step Receivables Purchase Agreement, dated as of August 11, 2005 (as amended, restated or otherwise modified from time to time, the “First Step Agreement”), pursuant to which each Seller thereunder, subject to the terms and conditions contained therein, is selling its right, title and interest in its Receivables, Seller Related Security and Collections thereof to Recipient.

2. Each Seller is a Subsidiary of Performance Guarantor and Performance Guarantor is expected to receive substantial direct and indirect benefits from the sale of Receivables, Seller Related Security and Collections thereof by the Sellers to the Recipient pursuant to the First Step Agreement (which benefits are hereby acknowledged by the Performance Guarantor).

3. As an inducement for Recipient to purchase the Sellers’ Receivables, Seller Related Security and Collections pursuant to the First Step Agreement, Performance Guarantor has agreed to and wishes to guaranty to the Recipient the due and punctual performance by each Seller of its obligations under or in respect of the First Step Agreement and the Collection Agent Related Obligations (as hereinafter defined).

AGREEMENT

NOW, THEREFORE, Performance Guarantor hereby agrees as follows:

Section 1. Definitions. Capitalized terms used herein and not defined herein shall have the respective meanings assigned thereto in the First Step Agreement, the Second Step Agreement, or Schedule A to the Credit Agreement. Capitalized terms used in Section 6 or in Section 9 hereof and not defined herein, in the First Step Agreement, in the Second Step Agreement, or in Schedule A to the Credit Agreement shall have the respective meanings assigned thereto in the Senior Credit Agreement. In addition:

“Obligations” means, collectively, (i) all covenants, agreements, terms, conditions and indemnities to be performed and observed by each Seller under and pursuant to the First Step Agreement and each other document executed and delivered by any Seller pursuant to the First Step Agreement, including, without limitation, the due and punctual payment of all sums which are or may become due and owing by any Seller under

the First Step Agreement, whether for fees, expenses (including counsel fees), indemnified amounts or otherwise, whether upon any termination or for any other reason and (ii) all obligations of any Person (1) that acts as or discharges the duties of the collection agent, or its permitted successors and assigns (the “Collection Agent”) under the Collection Agent Agreement, dated as of August 11, 2005, by and between Performance Guarantor, as initial Collection Agent, and Recipient (as amended, restated or otherwise modified, the “Collection Agent Agreement” and, together with the First Step Agreement, the “Agreements”) and (2) which arise pursuant to the Collection Agent Agreement as a result of a Collection Agent’s termination as Collection Agent (all such obligations collectively, the “Collection Agent Related Obligations”).

Section 2. Guaranty of Performance of Obligations. Performance Guarantor hereby guarantees to Recipient, the full and punctual payment and performance by each Seller and Collection Agent of the Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Seller and Collection Agent under the Agreements and each other document executed and delivered by each Seller and Collection Agent pursuant to the Agreements and is in no way conditioned upon any requirement that Recipient first attempt to collect any amounts owing by such Seller or Collection Agent to Recipient, the Administrative Agent, Funding Agents, Conduit Lenders, Committed Lenders or the Insurer from any other Person or resort to any collateral security, any balance of any deposit account, intercompany payable or intercompany promissory note of any Seller or any Collection Agent, or any other Person or other means of obtaining payment. Should any Seller or Collection Agent default in the payment or performance of any of the Obligations, Recipient (or its assigns) may cause the immediate performance by Performance Guarantor of the Obligations and cause any payment Obligations to become forthwith due and payable to Recipient (or its assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Performance Guarantor. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Performance Guarantor shall not be responsible for any Obligations to the extent that the failure to perform such Obligations by any Seller or Collection Agent results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve any Seller or Collection Agent from performing in full its Obligations under the Agreements or Performance Guarantor of its undertaking hereunder with respect to the full performance of such duties.

Section 3. Performance Guarantor’s Further Agreements to Pay. Performance Guarantor further agrees, as the principal obligor and not as a guarantor only, to pay to Recipient (and its assigns), forthwith upon demand in funds immediately available to Recipient, all reasonable costs and expenses (including court costs and legal expenses) incurred or expended by Recipient in connection with the Obligations, this Undertaking and the enforcement thereof, together with interest on amounts recoverable under this Undertaking from the time when such amounts become due until payment, at a rate of interest (computed for the actual number of days elapsed based on a 360 day year) equal to the Base Rate plus 2% per annum, such rate of interest changing from time to time when and as the Base Rate changes.

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Section 4. Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this Undertaking, notice of any action taken or omitted by Recipient (or its assigns) in reliance on this Undertaking, and any requirement that Recipient (or its assigns) be diligent or prompt in making demands under this Undertaking, giving notice of any Early Amortization Event (under and as defined in either of the First Step Agreement or the Collection Agent Agreement), Event of Default, other default or omission by any Seller or Collection Agent or asserting any other rights of Recipient under this Undertaking. Performance Guarantor warrants that it has adequate means to obtain from any Seller or Collection Agent, on a continuing basis, information concerning the financial condition of any Seller or Collection Agent, and that it is not relying on Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this Undertaking, to deal with each Seller and Collection Agent and with each other party who now is or after the date hereof becomes liable in any manner for any of the Obligations, in such manner as Recipient (and its assigns) in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this Undertaking, including without limitation, the provisions of Section 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Early Amortization Event (under and as defined in either of the First Step Agreement or the Collection Agent Agreement), Event of Default, or default with respect to the Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Obligations or any part thereof; (e) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Seller or Collection Agent or any part thereof or amounts which are not covered by this Undertaking even though Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of any Seller or Collection Agent or to amounts which are not covered by this Undertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Seller or Collection Agent in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Obligations or any part thereof; or (i) any failure on the part of any Seller or Collection Agent to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.

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Section 5. Unenforceability of Obligations Against Seller or Collection Agents. Notwithstanding (a) any change of ownership of any Seller or Collection Agent or the insolvency, bankruptcy or any other change in the legal status of any Seller or Collection Agent; (b) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (c) the failure of any Seller or Collection Agent or Performance Guarantor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Obligations or this Undertaking, or to take any other action required in connection with the performance of all obligations pursuant to the Obligations or this Undertaking; or (d) if any of the moneys included in the Obligations have become irrecoverable from any Seller or Collection Agent for any other reason other than final payment in full of the payment Obligations in accordance with their terms, this Undertaking shall nevertheless be binding on Performance Guarantor. This Undertaking shall be in addition to any other guaranty or other security for the Obligations, and it shall not be rendered unenforceable by the invalidity of any such other guaranty or security. In the event that acceleration of the time for payment of any of the Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Seller or Collection Agent or for any other reason with respect to any Seller or Collection Agent, all such amounts then due and owing with respect to the Obligations under the terms of the Agreements, or any other agreement evidencing, securing or otherwise executed in connection with the Obligations, shall be immediately due and payable by Performance Guarantor.

Section 6. Representations and Warranties. Performance Guarantor represents and warrants to the Recipient that:

(a) Existence, Qualification and Power; Compliance with Laws. Performance Guarantor (a) is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Transaction Documents to which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b) Authorization; No Contravention. The execution, delivery and performance by Performance Guarantor of this Undertaking are within Performance Guarantor’s corporate power, have been duly authorized by all necessary corporate action, and do not and will not (a) contravene the terms of any of Performance Guarantor’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien, or require any payment to be made under (i) any Contractual Obligation to which Performance Guarantor is a party or affecting Performance Guarantor or the properties of Performance Guarantor or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any

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Governmental Authority or any arbitral award to which Performance Guarantor or its property is subject; or (c) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(i), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

(c) Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, Performance Guarantor of this Undertaking or (b) the exercise by Recipient of its rights hereunder except for (i) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (ii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

(d) Binding Effect. This Undertaking has been duly executed and delivered by Performance Guarantor. This Undertaking constitutes a legal, valid and binding obligation of Performance Guarantor, enforceable against Performance Guarantor in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

(e) Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Performance Guarantor, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Performance Guarantor or against any of its properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(f) Financial Statements; No Material Adverse Effect. (i) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of the Performance Guarantor and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein. During the period from December 31, 2004 to and including the date hereof, there has been (A) no sale, transfer or other disposition by the Performance Guarantor or any of its Subsidiaries of any material part of the business or property of the Performance Guarantor or any of its Subsidiaries, taken as a whole and (B) no purchase or other acquisition by the Performance Guarantor or any of its Subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Performance Guarantor and its Subsidiaries, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Recipient prior to the date hereof.

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(ii) As of the date hereof, neither the Performance Guarantor nor any of its Subsidiaries has any Indebtedness or other obligations or liabilities, direct or contingent (other than (A) the liabilities reflected on Schedule 5.05 of the Senior Credit Agreement, (B) obligations arising under the Senior Credit Agreement or this Undertaking and (C) liabilities incurred in the ordinary course of business) that, either individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

(g) No Default. Neither the Performance Guarantor nor any of its Subsidiaries is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(h) Taxes. Except as set forth in Schedule 5.10 to the Senior Credit Agreement and except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Performance Guarantor and its Subsidiaries have filed all Federal and state and other tax returns and reports required to be filed, and have paid all Federal and state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those (i) which are not overdue by more than thirty (30) days or (ii) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

(i) Disclosure. No report, financial statement, certificate or other written information furnished by or on behalf of the Performance Guarantor to the Recipient in connection with the transactions contemplated hereby and the negotiation of this Undertaking or delivered hereunder (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information and pro forma financial information, the Performance Guarantor represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.

(j) Solvency. On the date hereof, after giving effect to the Transactions, the Performance Guarantor and its Subsidiaries, on a consolidated basis, are Solvent.

(k) ERISA. (i) Except as set forth in Schedule 5.11(a) to the Senior Credit Agreement or as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in with the applicable provisions of ERISA, the Code and other Federal or state Laws.

(ii) No ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any

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Pension Plan; (ii) no Pension Plan has an “accumulated funding deficiency” (as defined in Section 412 of the Code), whether or not waived; (iii) neither the Performance Guarantor nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Performance Guarantor nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Performance Guarantor nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this paragraph (k)(ii), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(l) Investment Company Act; Public Utility Holding Company Act. None of the Performance Guarantor, any Person Controlling the Performance Guarantor, or any Subsidiary of the Performance Guarantor (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

Section 7. Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Recipient, the Administrative Agent, the Funding Agents, the Conduit Lenders, the Committed Lenders or the Insurer against any Seller or Collection Agent, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Administrative Agent, the Funding Agents, the Conduit Lenders, the Committed Lenders or the Insurer against any Seller or Collection Agent and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Seller or Collection Agent that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Seller or Collection Agent in respect of any liability of Performance Guarantor to any Seller or Collection Agent and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient, the Administrative Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of any Seller or Collection Agent now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Performance Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness of any Seller or Collection Agent to Performance Guarantor until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance

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Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in derogation of any rights and remedies of Recipient under any separate subordination agreement which Recipient may at any time and from time to time enter into with Performance Guarantor.

Section 8. Termination of Undertaking. Performance Guarantor’s obligations hereunder shall continue in full force and effect until the later of (i) all Obligations are finally paid and satisfied in full and the Collection Agent Agreement is terminated, or (ii) all obligations under the Credit Agreement and the Insurance Agreement have been paid in full and the Insurer shall have no further obligations under the Policy; provided, that in either instance this Undertaking shall continue to be effective or shall be reinstated, as the case may be, if at any time payment or other satisfaction of any of the Obligations is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency, or reorganization of any Seller or Collection Agent or otherwise, as though such payment had not been made or other satisfaction occurred, whether or not Recipient (or its assigns) is in possession of this Undertaking. No invalidity, irregularity or unenforceability by reason of the federal bankruptcy code or any insolvency or other similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect the Obligations shall impair, affect, be a defense to or claim against the obligations of Performance Guarantor under this Undertaking.

Section 9. Financial Statements and Other Information. (a) Financial Statements. Performance Guarantor will maintain for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to Recipient (or its assigns):

(i) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Performance Guarantor beginning with the 2005 fiscal year, a consolidated balance sheet of the Performance Guarantor and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of PricewaterhouseCoopers LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(ii) as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Performance Guarantor, a consolidated balance sheet of the Performance Guarantor

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and its Subsidiaries as at the end of such fiscal quarter, and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Performance Guarantor as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Performance Guarantor and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

(iii) as soon as available, and in any event no later than ninety (90) days after the end of each fiscal year of the Performance Guarantor, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Performance Guarantor and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; and

(iv) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 9(a)(i) and 9(a)(ii) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.

Notwithstanding the foregoing, the obligations in Sections 9(a)(i) and 9(a)(ii) above may be satisfied with respect to financial information of the Performance Guarantor and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings) or (B) the Performance Guarantor’s or Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) with respect to information relating to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Performance Guarantor and the Restricted Subsidiaries on a standalone basis, on the other hand and (ii) such materials are accompanied by a report and opinion of PricewaterhouseCoopers LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

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(b) Certificates; Other Information. Performance Guarantor will furnish to Recipient (or its assigns):

(i) no later than five (5) days after the delivery of the financial statements referred to in Section 9(a)(i), a certificate of its independent registered public accounting firm certifying such financial statements;

(ii) no later than five (5) days after the delivery of the financial statements referred to in Sections 9(a)(i) and 9(a)(ii), a duly completed Compliance Certificate signed by a Responsible Officer of the Performance Guarantor;

(iii) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Performance Guarantor files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Recipient pursuant hereto;

(iv) promptly after the furnishing thereof, copies of any material requests or material notices received by the Performance Guarantor (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities of the Performance Guarantor or of any of its Subsidiaries pursuant to the terms of any Bridge Loan Agreement, any documentation relating to Permanent Financing, Existing Notes Documentation, New Notes Documentation or Junior Financing Documentation in a principal amount greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 9(b); and

(v) promptly, such additional information regarding the business, legal, financial or corporate affairs of the Performance Guarantor or any Subsidiary, or compliance with the terms of the Transaction Documents, as the Recipient may from time to time reasonably request.

Documents required to be delivered pursuant to Section 9(a)(i) or 9(a)(ii) or Section 9(b)(iv) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Performance Guarantor posts such documents, or provides a link thereto on the Performance Guarantor’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Performance Guarantor’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which the Recipient has access (whether a commercial, third-party website or whether sponsored by the Recipient); provided that: (i) upon written request by the Recipient, the Performance Guarantor shall deliver paper copies of such documents to the Recipient until a written request to cease delivering paper copies is given by the Recipient and (ii) the Performance Guarantor shall notify (which may be by facsimile or electronic mail) the Recipient of the posting of any such documents and provide to the Recipient by

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electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Performance Guarantor shall be required to provide paper copies of the Compliance Certificates required by Section 9(b)(ii) to the Recipient.

(c) Notices of Material Events. Performance Guarantor will notify the Recipient (or its assigns) in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(i) the occurrence of each Early Amortization Event and each Potential Early Amortization Event;

(ii) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out of or resulting from breach or non-performance of, or any default or event of default under, a Contractual Obligation of the Performance Guarantor, any dispute, litigation, investigation, proceeding or suspension between the Performance Guarantor and any Governmental Authority, the commencement of, or any material development in, any litigation or proceeding affecting the Performance Guarantor, including pursuant to any applicable Environmental Laws or in respect of IP Rights or the assertion or occurrence of any noncompliance by the Performance Guarantor with, or liability under, any Environmental Law or Environmental Permit, or the occurrence of any ERISA Event; and

(iii) any downgrade in the rating of any Indebtedness of Performance Guarantor or any of its Subsidiaries by Standard & Poor’s Ratings Group or by Moody’s Investors Service, Inc., setting forth the Indebtedness affected and the nature of such change.

Each notice delivered under this clause (c) shall be accompanied by a statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

(d) Inspection Rights. Permit representatives and independent contractors of the Recipient to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, to the extent required by and in the manner specified in the Collection Agency Agreement.

(e) No Contest. Performance Guarantor will not at any time in the future deny that this Undertaking or any other Transaction Document to which it is a party constitutes its legal, valid and binding obligation.

Section 10. Transition of Sellers. Performance Guarantor will, at its sole expense, use reasonable commercial efforts to cause each Bridge Seller to be eligible to be a Seller under the First Step Agreement. In connection therewith, Performance Guarantor will at the request of the Administrative Agent (subassignee of the Recipient) cause the

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Bridge Seller to execute a Joinder and Termination Agreement attached as “Exhibit I” to the First Step Agreement.

Section 11. Effect of Bankruptcy. This Undertaking shall survive the insolvency of any Seller or Collection Agent and the commencement of any case or proceeding by or against any Seller or Collection Agent under the federal bankruptcy code or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes. No automatic stay under the federal bankruptcy code with respect to any Seller or Collection Agent or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes to which any Seller or Collection Agent is subject shall postpone the obligations of Performance Guarantor under this Undertaking.

Section 12. Setoff. Regardless of the other means of obtaining payment of any of the Obligations, Recipient (and its assigns) is hereby authorized at any time and from time to time, without notice to Performance Guarantor (any such notice being expressly waived by Performance Guarantor) and to the fullest extent permitted by law, to set off and apply any deposits and other sums against the obligations of Performance Guarantor under this Undertaking, whether or not Recipient (or any such assign) shall have made any demand under this Undertaking and although such Obligations may be contingent or unmatured.

Section 13. Taxes. All payments to be made by Performance Guarantor hereunder shall be made free and clear of any deduction or withholding. If Performance Guarantor is required by law to make any deduction or withholding on account of tax or otherwise from any such payment, the sum due from it in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, Recipient receive a net sum equal to the sum which they would have received had no deduction or withholding been made.

Section 14. Further Assurances. Performance Guarantor agrees that it will from time to time, at the request of Recipient (or its assigns), provide information relating to the business and affairs of Performance Guarantor as Recipient may reasonably request. Performance Guarantor also agrees to do all such things and execute all such documents as Recipient (or its assigns) may reasonably consider necessary or desirable to give full effect to this Undertaking and to perfect and preserve the rights and powers of Recipient hereunder.

Section 15. Successors and Assigns. This Undertaking shall be binding upon Performance Guarantor, its successors and permitted assigns, and shall inure to the benefit of and be enforceable by Recipient and its successors and assigns. Performance Guarantor consents to any assignment by Recipient of its right, title and interest under this Undertaking to any Person (and its assignees). Performance Guarantor may not assign or transfer any of its obligations hereunder without the prior written consent of each of Recipient and the Controlling Party. Without limiting the generality of the foregoing sentence, Recipient may assign or otherwise transfer the Agreements, any other documents executed in connection therewith or delivered thereunder or any other agreement or note held by them evidencing, securing or otherwise executed in connection with the Obligations, or sell participations in any interest therein, to any other entity or other person, and such other

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entity or other person shall thereupon become vested, to the extent set forth in the agreement evidencing such assignment, transfer or participation, with all the rights in respect thereof granted to the Recipient herein.

Section 16. Amendments and Waivers. No amendment or waiver of any provision of this Undertaking nor consent to any departure by Performance Guarantor therefrom shall be effective unless the same shall be in writing and signed by Recipient, the Controlling Party and Performance Guarantor. No failure on the part of Recipient to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Section 17. Notices. All notices and other communications provided for hereunder shall be made in writing and shall be addressed as follows: if either to Performance Guarantor or Recipient, at the respective address set forth on Schedule A hereto, or at such other addresses as each of Performance Guarantor or any Recipient may designate in writing to the other. Each such notice or other communication shall be effective if given by telecopy, upon the receipt thereof, if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or if given by any other means, when received at the address specified in this Section 17.

Section 18. GOVERNING LAW. THIS UNDERTAKING SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Section 19. CONSENT TO JURISDICTION. EACH OF PERFORMANCE GUARANTOR AND RECIPIENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS UNDERTAKING, THE FIRST STEP AGREEMENT, COLLECTION AGENT AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION THEREWITH OR DELIVERED THEREUNDER AND EACH OF PERFORMANCE GUARANTOR AND RECIPIENT HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.

Section 20. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS UNDERTAKING HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF

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THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY TRANSACTION DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS UNDERTAKING MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 20 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 21. Bankruptcy Petition. Performance Guarantor hereby covenants and agrees that, prior to the date that is one year and one day after all outstanding senior Indebtedness of any Conduit Lender, SunGard Financing or SunGard Funding has indefeasibly been paid in full, it will not institute against, or join any other Person in instituting against, any Conduit Lender, SunGard Financing or SunGard Funding any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 22. Reinstatement. To the extent that the Performance Guarantor makes a payment to the Recipient, or the Recipient receives any payment or proceeds with respect to this Undertaking or any other amount payable in connection therewith, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, and to the extent such payment or proceeds are set aside, all such amounts payable in connection with this Undertaking intended to be satisfied, shall be reinstated and revived and shall continue in full force and effect, as if such payment or proceeds had not been received by the Recipient. This Section shall survive termination of this Undertaking.

Section 23. Miscellaneous. This Undertaking constitutes the entire agreement of Performance Guarantor with respect to the matters set forth herein. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement, and this Undertaking shall be in addition to any other guaranty of or collateral security for any of the Obligations. The provisions of this Undertaking are severable, and in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Performance Guarantor hereunder would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of Performance Guarantor’s liability under this Undertaking, then, notwithstanding any other provision of this Undertaking to the contrary, the amount of such liability shall, without any further action by Performance Guarantor or Recipient, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding. Any provisions of this Undertaking which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise specified, references herein to “Section” shall mean a reference to sections of this Undertaking.

*    *    *    *

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IN WITNESS WHEREOF, Performance Guarantor has caused this Undertaking to be executed and delivered as of the date first above written.

SUNGARD DATA SYSTEMS INC., as Performance Guarantor
By:	/s/    ANDREW P. BRONSTEIN
Name:	Andrew P. Bronstein
Title:	Vice President, Controller and Assistant Secretary
SUNGARD FINANCING LLC, as Recipient
By:	/s/    MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	President, Treasurer and Assistant Secretary

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Schedule A

Addresses for Notices

Performance Guarantor

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, Pa 19087-1605

Attention: Michael J. Ruane

Phone: 484-582-5405

Fax: 610-225-1120

Email: michael.ruane@sungard.com

Copy to: Victoria E. Silbey

Phone: 484-582-5542

Fax: 610-687-3725

Email: victoria.silbey@sungard.com

Recipient

SunGard Financing LLC

680 East Swedesford Road

Wayne, Pa 19087-1605

Attention: Michael J. Ruane

Phone: 484-582-5405

Fax: 610-225-1120

Email: michael.ruane@sungard.com

Copy to: Victoria E. Silbey

Phone: 484-582-5542

Fax: 610-687-3725

Email: victoria.silbey@sungard.com

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EX-10.15

Exhibit 10.15

SUNGARD INSURED RECEIVABLES FACILITY

SECURITY AGREEMENT

dated as of

August 11, 2005

among

SUNGARD FUNDING LLC,

as Grantor,

and

JPMORGAN CHASE BANK, N.A.,

as Collateral Agent

TABLE OF CONTENTS

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement	1
SECTION 1.02. Other Defined Terms	1
ARTICLE II
Security Interests in Personal Property
SECTION 2.01. Security Interest	2
SECTION 2.02. Representations and Warranties	3
SECTION 2.03. Covenants	4
ARTICLE III
Remedies
SECTION 3.01. Remedies Upon Early Amortization Event or Event Default	6
SECTION 3.02. Application of Proceeds	8
ARTICLE IV
Miscellaneous
SECTION 4.01. Notices	8
SECTION 4.02. Waivers; Amendment	8
SECTION 4.03. Collateral Agent’s Fees and Expenses; Indemnification	9
SECTION 4.04. Successors and Assigns	10
SECTION 4.05. Survival of Agreement	10
SECTION 4.06. Counterparts; Effectiveness; Several Agreement	10

SECTION 4.07. Severability	11
SECTION 4.08. Right of Set-Off	11
SECTION 4.09. Governing Law; Jurisdiction; Consent to Service of Process	11
SECTION 4.10. WAIVER OF JURY TRIAL	12
SECTION 4.11. Headings	12
SECTION 4.12. Security Interest Absolute	12
SECTION 4.13. Termination or Release	13
SECTION 4.14. Collateral Agent Appointed Attorney-in-Fact	13

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SECURITY AGREEMENT dated as of August 11, 2005 between SUNGARD FUNDING LLC (“SunGard Funding”), as the “Grantor”, and JPMORGAN CHASE BANK, N.A., as Collateral Agent (in such capacity the “Collateral Agent”) for the Secured Parties (as defined below).

Reference is made to the Insured Receivables Credit Agreement dated as of August 11, 2005 (the “Credit Agreement”), among SunGard Funding, as Borrower, the Conduit Lenders, the Committed Lenders, the Funding Agents, Financial Guaranty Insurance Company, as Insurer and JPMorgan Chase Bank, N.A., as Administrative Agent. The Lenders have agreed to extend credit to SunGard Funding subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. SunGard Funding will derive substantial benefits from the extension of credit to it pursuant to the Credit Agreement and the issuance of the Policy by the Insurer, and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit and induce the Insurer to issue the Policy. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. All terms defined in the New York Uniform Commercial Code (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York Uniform Commercial Code; (b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Account Debtor” means any Person who is or who may become obligated to the Grantor under, with respect to or on account of any of the Collateral.

“Agreement” means this Security Agreement.

“Collateral” has the meaning assigned to such in Section 2.01(a).

“Collateral Agent” means JPMorgan Chase Bank, N.A., as agent for the Lenders, the Funding Agents and the Insurer hereunder, or any successor agent under this Agreement (together with its successors and assigns).

“Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“New York Uniform Commercial Code” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Secured Obligations” means the “Obligations” and the Insurance Obligations, each as defined in the Credit Agreement.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Insurer, and the Funding Agents.

“Security Interest” has the meaning assigned to such term in Section 2.01(a).

ARTICLE II

Security Interests in Personal Property

SECTION 2.01. Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Performance Guarantee, the Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by the Grantor or in which the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):

(i) the Collections;

(ii) the Collection Accounts;

(iii) the Lockboxes;

(iv) the Lockbox Accounts;

(v) the Receivables;

(vi) the Seller Related Security;

(vii) the SunGard Financing Related Security;

(viii) the SunGard Funding Related Security;

(ix) all books and records pertaining to the Collateral; and

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(x) to the extent not otherwise included, all proceeds and products of the foregoing and all collateral security and guarantees given by any Person with respect to the foregoing;

(b) The Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of the Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code for the filing of any financing statement or amendment, including (A) whether the Grantor is an organization, the type of organization and any organizational identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates. The Grantor agrees to provide such information to the Collateral Agent promptly upon request.

(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of the Grantor with respect to or arising out of the Collateral.

SECTION 2.02. Representations and Warranties. The Grantor represents and warrants to the Collateral Agent and the Secured Parties that:

(a) The Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.

(b) Exhibit A includes the exact legal name of each Grantor, and is correct and complete in all material aspects as of the Closing Date. The Uniform Commercial Code financing statements or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent in Exhibit A for filing in each governmental, municipal or other office specified in Exhibit A (or specified by notice from the Grantor to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 6.10 of the Credit Agreement), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by filing under the Uniform Commercial Code, recording or registration in the United States (or any political subdivision thereof)

3

and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.

(c) The Security Interest constitutes (i) a legal and valid security interest in all the Collateral securing the payment and performance of the Secured Obligations and (ii) subject to the filings described in Section 2.02(b), a perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code. The Security Interest is and shall be prior to any other Lien on any of the Collateral.

(d) The Collateral is owned by the Grantor free and clear of any Lien. The Grantor has not filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Collateral or (ii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect.

SECTION 2.03. Covenants. (a) The Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in corporate name of the Grantor, (ii) in the identity or type of organization or corporate structure of the Grantor, or (iii) in the jurisdiction of organization of the Grantor.

(b) The Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Collateral and the priority thereof against any Lien.

(c) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 9 of the Performance Undertaking, the Grantor shall deliver to the Collateral Agent a certificate executed by a Responsible Officer of the Grantor (i) setting forth the information required pursuant to this Section 2.03(c) or confirming that there has been no change in such information since the date of the most recent certificate delivered pursuant to this Section 2.03(c) and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings recordings or registrations, including all refilings, recordings and registrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction to the extent necessary to protect and perfect the Security Interest for a period of not less than 18 months after the date of such certificate (except as

4

noted therein with respect to any continuation statements to be filed within such period).

(d) The Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Collateral that is in excess of $1,000,000 shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be promptly pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, duly endorsed in a manner reasonably satisfactory to the Collateral Agent.

(e) At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral, and may pay for the maintenance and preservation of the Collateral to the extent the Grantor fails to do so as required by the Credit Agreement or this Agreement and within a reasonable period of time after the Collateral Agent has requested that it do so, and the Grantor agrees to reimburse the Collateral Agent within 10 days after demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as excusing the Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of the Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein, in the other Transaction Documents.

(f) [Reserved.]

(g) The Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, and the Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

5

ARTICLE III

Remedies

SECTION 3.01. Remedies Upon Early Amortization Event or Event Default. Upon the occurrence and during the continuance of an Early Amortization Event or Event of Default, it is agreed that the Collateral Agent shall have the right to exercise any and all rights afforded to a secured party with respect to the Secured Obligations under the Uniform Commercial Code or other applicable law and also may (i) require the Grantor to, and the Grantor agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by the Grantor where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to the Grantor in respect of such occupation; provided that the Collateral Agent shall provide the Grantor with notice thereof prior to or promptly after such occupancy; (iii) exercise any and all rights and remedies of the Grantor under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the Grantor with notice thereof prior to or promptly after such exercise; and (iv) subject to the mandatory requirements of applicable law and the notice requirements described below, sell or otherwise dispose of all or any part of the Collateral securing the Secured Obligations at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give the Grantor 10 days’ written notice (which the Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such

6

time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of the Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from the Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and the Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Early Amortization Events or Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York Uniform Commercial Code or its equivalent in other jurisdictions. The Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as the Grantor’s true and lawful agent (and attorney-in-fact during the continuance of an Early Amortization Event or Event of Default and after notice to the Grantor of its intent to exercise such rights) for the purpose of (i) making, settling and adjusting claims in respect of Collateral under policies of insurance endorsing the name of the Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and (ii) making all determinations and decisions with respect thereto. All sums disbursed by the Collateral

7

Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within 10 days of demand, by the Grantor to the Collateral Agent and shall be additional Secured Obligations secured hereby.

SECTION 3.02. Application of Proceeds. (a) The Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows:

FIRST, to the payment of all costs and expenses incurred by the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Transaction Document or any of the Secured Obligations including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Transaction Document on behalf of the Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Transaction Document;

SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed as set forth in Section 2.03(c) of the Credit Agreement); and

THIRD, to the Grantor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

ARTICLE IV

Miscellaneous

SECTION 4.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement.

SECTION 4.02. Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any Lender in exercising any right or power hereunder or under any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of

8

steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent, the Insurer and the Lenders hereunder and under the other Transaction Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 4.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of the Policy shall not be construed as a waiver of any Early Amortization Event or Event of Default, regardless of whether the Collateral Agent, the Issuer or any Lender may have had notice or knowledge of such Early Amortization Event or Event of Default at the time. No notice or demand on the Grantor in any case shall entitle the Grantor to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent (with the Consent of the Controlling Party) and the Grantor with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement.

SECTION 4.03. Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement.

(b) Without limitation of its indemnification obligations under the other Transaction Documents, the Grantor agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreement or instrument contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.

(c) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the Performance Guarantee. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Transaction Document, the consummation of

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the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Transaction Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within 10 days of written demand therefor.

SECTION 4.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns, including the Insurer as issuer of the Policy.

SECTION 4.05. Survival of Agreement. All covenants, agreements, representations and warranties made hereunder and in any other Transaction Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Transaction Document shall be considered to have been relied upon by the Lenders and the Insurer and shall survive the execution and delivery of the Transaction Documents and the making of any Loans and issuance of the Policy, regardless of any investigation made by any Lender, the Insurer or on its behalf and notwithstanding that the Collateral Agent, the Insurer or any Lender may have had notice or knowledge of any Early Amortization Event or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement or of issuance of the Policy, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan, any obligation of the Insurer under the Policy or any fee or any other amount payable under any Transaction Document is outstanding and unpaid and so long as the Commitments of any Lender(s) remain outstanding.

SECTION 4.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to the Grantor when a counterpart hereof executed on behalf of the Grantor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon the Grantor and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of the Grantor, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that the Grantor shall not have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement.

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SECTION 4.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 4.08. Right of Set-Off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Early Amortization Event or Event of Default, the Insurer, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Grantor, any such notice being waived by the Grantor to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, the Insurer, such Lender, and their Affiliates to or for the credit or the account of the Grantor against any and all obligations owing to the Insurer, such Lender and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not the Insurer, such Lender or Affiliate shall have made demand under this Agreement and although such obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender and the Insurer agrees promptly to notify the Grantor and the Collateral Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and the Insurer under this Section 4.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender and the Insurer may have.

SECTION 4.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

(b) The Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York City and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Transaction Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that

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a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Transaction Document shall affect any right that the Collateral Agent, or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Document against the Grantor or its properties in the courts of any jurisdiction.

(c) The Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Transaction Document in any court referred to in paragraph (b) of this Section 4.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 4.01. Nothing in this Agreement or any other Transaction Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 4.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.10.

SECTION 4.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 4.12. Security Interest Absolute. All rights of the Collateral Agent, the Lenders and the Insurer hereunder, the Security Interest and all obligations of the Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Transaction Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of

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payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Transaction Document, or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Grantor in respect of the Secured Obligations or this Agreement.

SECTION 4.13. Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations and obligations to the Insurer under the Transaction Documents have been indefeasibly paid in full, the Insurer has no further obligations under the Policy, and the Lenders have no further commitment to lend under the Credit Agreement,

(b) Upon any sale or other transfer by the Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released.

(c) In connection with any termination or release pursuant to paragraph (a) or (b), the Collateral Agent shall execute and deliver to the Grantor, at the Grantor’s expense, all documents that the Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 4.13 shall be without recourse to or warranty by the Collateral Agent.

SECTION 4.14. Collateral Agent Appointed Attorney-in-Fact. The Grantor hereby appoints the Collateral Agent the attorney-in-fact of the Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Early Amortization Event or Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Early Amortization Event or Event of Default and notice by the Collateral Agent to the Grantor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of the Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or

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in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require the Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to the Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

SUNGARD FUNDING LLC, as Grantor,
by:	SUNGARD FINANCING LLC, its Member
by	/s/    MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	President
JPMORGAN CHASE BANK, N.A., as Collateral Agent,
by	/s/    LEO LOUGHEAD
Name:	Leo Loughead
Title:	Managing Director

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EX-10.16

Exhibit 10.16

SUNGARD INSURED RECEIVABLES FACILITY

COLLECTION AGENT AGREEMENT

dated as of August 11, 2005

by and between

SUNGARD DATA SYSTEMS INC.,

as Collection Agent,

and

SUNGARD FUNDING LLC

SUNGARD INSURED RECEIVABLES FACILITY

COLLECTION AGENT AGREEMENT

This Collection Agent Agreement, dated as of August 11, 2005 is by and between SunGard Funding LLC, a Delaware limited liability company (“SunGard Funding”), and SunGard Data Systems Inc., a Delaware corporation (including its permitted assigns, “SunGard Parent” ) as initial Collection Agent (in such capacity, the “Collection Agent”). Unless defined elsewhere herein, capitalized terms used in this Agreement but not defined herein shall have the meanings assigned to such in Annex A to the Insured Receivables Credit Agreement, dated as of August 11, 2005, relating to the SunGard Insured Receivables Facility, by and among SunGard Funding LLC, a Delaware limited liability company, JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders and Funding Agents parties thereto, and the Insurer, as amended or modified from time to time (the “Credit Agreement”).

PRELIMINARY STATEMENTS

1. Certain Subsidiaries of SunGard Data Systems Inc. (such Subsidiaries, the “Sellers”) will from time to time convey Receivables to SunGard Financing LLC (“SunGard Financing”), as purchaser under the First Step Agreement.

2. SunGard Financing, as transferor, will from time to time convey such Receivables to SunGard Funding, as transferee, under the Second Step Agreement.

3. SunGard Funding desires to appoint SunGard Parent as the initial Collection Agent with respect to the Receivables, and SunGard Parent is willing to accept such appointment.

ARTICLE I

ADMINISTRATION AND COLLECTION

Section 1.1 Designation of Collection Agent; Removal and Replacement.

(a) Appointment as Collection Agent. The servicing, administration and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Agreement, subject to clause (d) of this Section. SunGard Parent is hereby appointed as, and will perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreement.

(b) Delegation. SunGard Parent shall not delegate any of its duties or responsibilities as Collection Agent to any Person other than (i) the applicable Seller, (ii) a Person selected by SunGard Funding, and (iii) with respect to Charged-Off Receivables, outside collection agencies in accordance with its customary practices and the SunGard Financial Policy.

(c) Primarily Responsible. Notwithstanding the foregoing subsection (b), but subject to the following subsection (d), (i) SunGard Parent shall be and remain primarily liable to

SunGard Funding for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) SunGard Funding shall be entitled to deal exclusively with SunGard Parent in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunder, but shall also be entitled to deal directly with any Person to whom duties are delegated under clause (b). SunGard Funding shall not be required to give notice, demand or other communication to any Person other than SunGard Parent in order for communication to the Collection Agent and its sub-servicer or other delegate with respect thereto to be accomplished. SunGard Parent, at all times that it is the Collection Agent, shall be responsible for providing any sub-servicer or other delegate of the Collection Agent with any notice given to the Collection Agent under this Agreement.

(d) Removal and Replacement; Termination. Upon the occurrence of a Collection Agent Default, SunGard Funding shall have the right to remove and replace SunGard Parent as Collection Agent. SunGard Parent will cooperate fully in transferring the books, records and functions of the Collection Agent to any successor Collection Agent. This Agreement will terminate on the date when all Obligations and Insurer Obligations under the Transaction Documents are paid in full.

Section 1.2 Duties of Collection Agent.

(a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect, administer and service each Receivable from time to time, all in accordance with all the terms and provisions of this Agreement, applicable Law, rules and regulations, applicable customary and usual industry standards reflecting prudent management of similar assets, and in accordance with the SunGard Financial Policy, but without regard to any relationship the Collection Agent may have with any Obligor or any other Person who is a party to the Loan Documents. In the enforcement or collection of any such amount, the Collection Agent shall be entitled to sue thereon (1) in its own name or (2) if, but only if, SunGard Funding consents in writing (which consent shall not be unreasonably withheld), as agent for SunGard Funding subject, in either case, to the consent of the Controlling Party. In no event shall the Collection Agent be entitled to take any action which would make SunGard Funding a party to any litigation without the express prior written consent of SunGard Funding and the Controlling Party.

(b) The Collection Agent will instruct all Obligors to pay all Collections directly to a Lockbox, Lockbox Account or Collection Account and will cause each Lockbox Bank to remit amounts in each Lockbox into the Collection Account daily. SunGard Parent will cause all Collections in each Lockbox Account to be remitted daily to the applicable Lockbox Account, and will cause all Collections in each Lockbox Account to be reimitted daily to the Collection Account. The Collection Agent shall maintain in effect at all times a Control Agreement with each bank party to a Lockbox, Lockbox Account or Collection Account. In the case of any remittances received in any Lockbox, Lockbox Account or Collection Account that shall have been identified, to the satisfaction of the Collection Agent, to not constitute Collections or other proceeds of the Receivables, the Related Security or related Collections, the Collection Agent shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after any Early Amortization Date, SunGard Funding may request that the Collection Agent, and the Collection Agent thereupon promptly shall, instruct all

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Obligors with respect to the Receivables, to remit all payments thereon to a new depositary account specified by SunGard Funding and, at all times thereafter, the Collection Agent shall not deposit or otherwise credit any funds to the Collection Account, but rather to such new depositary account. If any payments relating to Receivables are remitted directly SunGard Parent, SunGard Parent will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, such SunGard Parent will hold such payments in trust for the exclusive benefit of SunGard Funding.

(c) The Collection Agent may, in accordance with the SunGard Financial Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Collection Agent determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable, Defaulted Receivables or Charged-Off Receivable or limit the rights of SunGard Funding under this Agreement or any other Loan Document.

(d) The Collection Agent shall hold in trust for SunGard Funding all Records that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of SunGard Funding, make available to SunGard Funding all such Records, at a place selected by SunGard Funding.

(e) The Collection Agent will ensure that the Lockboxes, the Lockbox Accounts and the Collection Account will be free and clear of, and defend the Lockboxes, Lockbox Account and the Collection Account against, any writ, order, stay, judgment, warrant of attachment or attachment or Lien (other than a Lien under the Transaction Documents).

Section 1.3 Application of Payments. Any payment by an Obligor in respect of any receivable or other obligation owed by it to a Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or Law and unless otherwise instructed by SunGard Funding, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Section 1.4 Responsibilities of Collection Agent. Anything herein to the contrary notwithstanding, the exercise by SunGard Funding of its rights hereunder shall not release the Collection Agent from any of its duties or obligations with respect to any Receivables or under the related Contracts. SunGard Funding shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of the Collection Agent. For the benefit of each other party to the Transaction Documents, the Collection Agent will be bound by the obligations of the “Collection Agent” as used in each other Transaction Document relating to the SunGard Insured Receivables Facility.

Section 1.5 Reports.

(a) The Collection Agent shall prepare on behalf of and forward to the SunGard Funding a completed Monthly Report substantially in the form of Exhibit J to the

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Credit Agreement with respect to each Monthly Period, not later than the Determination Date following the end of such Monthly Period, and deliver copies of it to SunGard Funding, and to the Administrative Agent for distribution to the Lenders, Funding Agents and the Insurer. Such Monthly Report shall include a copy of the magnetic tape, in the form of an electronic database or spreadsheet file, using database or spreadsheet software that is readily available to the Insurer, setting forth, as to each Receivable, Seller Related Security, Asset and/or SunGard Financing Related Security, the information required on Exhibit J to the Credit Agreement.

(b) Promptly upon receipt thereof, the Collection Agent shall deliver to the Administrative Agent and the Lenders copies of all schedules, financial statements or other similar reports delivered to or by a Seller, the Collection Agent, SunGard Funding, the Borrower or the Administrative Agent pursuant to the terms of any of the Transaction Documents, including all reports provided to either the Administrative Agent or any Lender pursuant to the Credit Agreement, (B) promptly upon request, such other data as the Insurer may reasonably request relating to the Transaction or to a Seller’s, the Collection Agent’s, the SunGard Funding’s or the Borrower’s ability to perform its obligations under the Transaction Documents and (C) all information required to be furnished to the Administrative Agent or the Lenders, as the case may be.

Section 1.6 Servicing Fees. In consideration of SunGard Parent’s agreement to act as Collection Agent hereunder, SunGard Funding agrees that, so long as SunGard Parent shall continue to perform as Collection Agent hereunder, SunGard Funding shall pay over to SunGard Parent a fee (the “Servicing Fee”) on each date specified in (and from funds available pursuant to) Section 2.03(c)(i) of the Credit Agreement, in arrears since the prior date of payment, equal to 0.50% per annum of the average aggregate Net Receivables Balance during such period, as compensation for its servicing activities.

Section 1.7 Protection of Secured Parties’ Rights and Collectibility of Receivables. The Collection Agent will take no action, nor omit to take any action, which could reasonably be expected to (a) materially adversely impair the rights, remedies or interests of SunGard Funding, the Administrative Agent, the Lenders or the Insurer under the Transaction Documents in respect of the Receivables and the other Collateral or (b) materially impair the collectibility of the Receivables.

Section 1.8 Performance and Compliance with Contracts and Receivables. The Collection Agent will, at its own expense, timely and fully perform and comply with the material provisions, covenants and other promises required to be observed by it under the Contracts and the Receivables.

Section 1.9 Payment of Taxes. The Collection Agent will pay or cause to be paid all Taxes that are shown to be due and payable on any tax returns which are required to be filed or on any assessments that may be made against the Collection Agent or any of its properties and all other taxes, fees or other charges that may be imposed on the initial Collection Agent or any of its properties by any Governmental Authority (other than those the amount or validity of which are contested in good faith by appropriate proceedings and with respect to which reserves required to conform with GAAP have been provided on the consolidated books of the Collection Agent).

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Section 1.10 Notices. The Collection Agent shall give notice to the Indenture Trustee, promptly (and in no event later than five (5) Business Days) after becoming aware of the occurrence of any Collection Agent Default, Early Amortization Event, Event of Default or a breach of a representation or warranty related to the eligibility of any Receivable in any material.

Section 1.11 Insurance. The Collection Agent shall maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Collection Agent and its Subsidiaries) as are customarily carried under similar circumstances by such other Persons.

ARTICLE II

INDEMNIFICATION

Section 2.1 Indemnities by the Collection Agent. (a) Without limiting any other rights that SunGard Funding may have hereunder or under applicable Law, the Collection Agent hereby agrees to indemnify (and pay upon demand), protect and hold harmless SunGard Funding and its respective assigns, and their officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all actions, suits, judgments, demands, damages, losses, claims, taxes, liabilities (including penalties), costs, expenses and for all other amounts payable, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against, incurred by arising out of or related to any of them arising out of the Collection Agent’s activities as Collection Agent hereunder excluding, however, in all of the foregoing instances:

(i) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; or

(ii) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor.

(b) Without limiting the generality of the foregoing indemnification, the Collection Agent shall indemnify the Indemnified Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible Receivables, regardless of whether reimbursement therefor would constitute recourse to the Collection Agent) relating to or resulting from:

(i) the failure by the Collection Agent to comply with any applicable Law, rule or regulation with respect to any Receivable or Contract related thereto;

(ii) any failure of the Collection Agent to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other

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Transaction Document or the breach of any of its representations and/or warranties hereunder or under any other Transaction Document (including, without limitation, the failure of any information or report delivered to a party to the Transaction Documents to be true, complete and correct when made or deemed to have been made);

(iii) the commingling of Collections of Receivables at any time with other funds or the failure to deposit amounts into the appropriate account pursuant to the Transaction Documents;

(iv) the omission or action, or allegation thereof, by the Borrower in connection with any registration or non-registration of the Notes under applicable securities laws;

(v) [reserved];

(vi) the occurrence of a Collection Agent Default, or event that with the giving of notice, the lapse of time and/or both would constitute a Collection Agent Default; or

(vii) the violation of any foreign, federal, state or local law, rule or regulation, or any judgment, order or decree applicable to it, which violation reasonably could result in a Material Adverse Effect, including, without limitation, the violation of any federal or state securities, banking or antitrust laws, rules or regulations.

Section 2.2 Reimbursement Obligations. Anything herein or in any Transaction Document to the contrary notwithstanding, the Insurer shall be entitled to full reimbursement from the Collection Agent for any payment made under the Policy arising as a result of either of the Collection Agent’s failure to pay or deposit an amount in respect of any Receivable, Seller Related Security, Asset and/or SunGard Financing Related Security or any other amount required to be paid or deposited pursuant to the Transaction Documents, together with interest on any and all such amounts remaining unreimbursed (to the extent permitted by law, if in respect of any such unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Default Rate. SunGard Parent agrees to pay to the Insurer, on demand, any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’, accountants’ and other third parties’ fees and expenses and any filing fees and expenses, in connection with (i) the negotiation, execution, delivery and preparation of the Transaction Documents and any document or instruments delivered pursuant hereto or thereto and the transactions contemplated hereby or thereby, (ii) the enforcement, defense or preservation (including defending, monitoring or participating in any litigation or proceeding (including any bankruptcy or insolvency proceeding)) of any rights against the Collection Agent, any rights under this Agreement or any other Transaction Document to which the Collection Agent is a party or by which it is bound or any rights under any certificate, document or instrument delivered by the Collection Agent, (ii) any action, proceeding or investigation affecting the Collateral or the rights or obligations of the Insurer under the Policy or the Transaction Documents as a result of, related to or arising from the Collection Agent’s management thereof, servicing thereof or collection practices related thereto, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests,

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(iii) any amendment, waiver or other action with respect to, or related to, this Agreement, whether or not executed or completed, (iv) any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement, any other Transaction Document, or any document or instrument delivered pursuant hereto or thereto and the transaction contemplated hereby or thereby (including, without limitation, perfection or protection of the Collateral) in each case to the extent related to or arising from the Collection Agent’s management thereof, servicing thereof or collection practices related thereto or (v) arising in connection with the replacement of the Collection Agent. Such payment or reimbursement shall be remitted after written demand therefor together with all reasonable out-of-pocket costs, expenses and disbursements, including attorney’s fees and expenses, and other costs, fees and expenses incurred by the Insurer in connection with the enforcement of its rights hereunder.

Section 2.3 In the event of any payment by the Insurer, each of the parties hereto agrees to accept the voucher or other evidence of payment provided by the Insurer as prima facie evidence of the propriety thereof and the liability, if any, described in Section 2.1 or Section 2.2. All payments to be made hereunder or under any other Transaction Document shall be made to the Indemnified Party in lawful currency of the United States of America in immediately available funds at the notice address for the Insurer as specified in the Credit Agreement on the date when due or as such Indemnified Party shall otherwise direct by written notice to the other parties hereto. Payments to be made to hereunder shall bear interest at the Default Rate from the date due to the date when paid.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Representations and Warranties of the Collection Agent. The Collection Agent hereby represents and warrants to SunGard Financing, as to itself, as of the date hereof, and as of the date of each Purchase, that:

Section 3.1 Corporate Existence and Power. The Collection Agent (a) is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Transaction Documents to which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 3.2 Power and Authority; Due Authorization Execution and Delivery. The execution, delivery and performance by the Collection Agent of each Transaction Document to which it is a party or by which it is bound, and the consummation of the Transactions, is within the Collection Agent’s corporate powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any

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of the Collection Agent’s Organization Documents, (b) conflict with or result in any breach, default or contravention of, result in the acceleration of or require any payment to be made under (i) any Contractual Obligation (including, without limitation, any loan agreement, mortgage or indenture) to which the Collection Agent is a party or by which it is bound or affecting the Collection Agent or the properties of the Collection Agent or (ii) any material order, injunction, writ or decree of any Governmental Authority or any judicial or arbitral award to which the Collection Agent or its property is subject, (c) violate any material Law or (d) result in the creation of any lien upon or in respect of any of its properties; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(i), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Section 3.3 Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, the Collection Agent of this Agreement or any other Transaction Document, or for the consummation of the Transactions, (b) the perfection or maintenance of the Liens created under the Transaction Documents (including the priority thereof) or (c) the exercise by SunGard Funding of its rights or remedies under the Transaction Documents, except for (i) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (ii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

Section 3.4 Binding Effect. This Agreement and each other Transaction Document to which it is a party has been duly executed and delivered by the Collection Agent. This Agreement and each other Transaction Document to which it is a party constitutes, a legal, valid and binding obligation of the Collection Agent, enforceable against the Collection Agent in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

Section 3.5 Litigation. There are no actions, suits, proceedings, claims, disputes or investigations pending or, to the knowledge of the Collection Agent, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Collection Agent or against any of its properties, revenues or subsidiaries that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 3.6 Compliance with SunGard Financial Policy. The Collection Agent has complied in all material respects with the SunGard Financial Policy with regard to each Receivable and the related Contract, and has not made any change to such SunGard Financial Policy, except (i) those changes approved with the prior written consent of the Controlling Party, or (ii) such material changes as to which the Controlling Party has been notified in accordance with Section 5.1(a)(iii) of the Credit Agreement. The Collection Agent will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the SunGard Financial Policy.

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Section 3.7 Early Amortization Events and Potential Early Amortization Events. No Early Amortization Event or Potential Early Amortization Event has occurred and is continuing.

Section 3.8 No Collection Agent Default. To the knowledge of the Collection Agent, neither a Collection Agent Default nor an Event of Default has occurred and is continuing.

Section 3.9 Location of Records, Marked Records. The offices at which the Collection Agent keeps its records concerning the Receivables, the Lockboxes the Lockbox Accounts, the Collection Account and the Related Collateral are located at the addresses set forth on Schedule B hereto. The records of the Collection Agent have been marked to indicate the conveyance of the Receivables to SunGard Funding and the interests of the Administrative Agent for the benefit of the Lenders and the Insurer.

ARTICLE IV

COVENANTS AND AGREEMENTS

Section 4.1 Compliance With Agreements and Applicable Laws. The Collection Agent shall comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

Section 4.2 Existence. The Collection Agent shall preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05 of the Senior Credit Agreement and (b) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except (i) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 7.04 or 7.05 of the Senior Credit Agreement.

Section 4.3 Compliance Certificate. The Collection Agent shall deliver to the parties to the Transaction Documents, at the time that the delivery of the financial statements is required pursuant to Section 9(b)(ii) of the Performance Undertaking, a certificate of one (or more) of its officers stating that:

(a) a review of the performance of the Collection Agent under the Transaction Documents to which it is a party during such period has been made under such officer’s supervision; and

(b) to the best of such officer’s knowledge following reasonable inquiry, no Collection Agent Default, or event or circumstance that with notice and/or the passage of time would constitute a Collection Agent Default, has occurred, or if any such default has occurred, specifying the nature thereof and, if the Collection Agent has a right to cure such default, stating in reasonable detail (including, if applicable, any supporting calculations) the steps, if any, being taken to cure such default or to otherwise comply with the terms of the agreement to which such default relates.

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Section 4.4 Inspection Rights. SunGard Parent shall permit representatives and independent contractors of the Administrative Agent, each Lender and the Insurer to visit and inspect the properties of the Collection Agent, SunGard Parent, each Seller, SunGard Financing and the Borrower, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at the reasonable expense of SunGard Parent and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to such Person; provided, however, that, (a) excluding any such visits and inspections during the continuation of a Potential Early Amortization Event or an Early Amortization Event, only the Administrative Agent, on behalf of the Lenders, and the Insurer, may exercise such rights and shall not exercise such rights more often than two (2) times during any calendar year and only one (1) such time shall be at the expense of SunGard Parent; and (b) when a Potential Early Amortization Event or an Early Amortization Event exists, the Administrative Agent, any Lender or the Insurer (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the SunGard Parent at any time during normal business hours and upon reasonable advance notice to SunGard Parent. In addition to the foregoing, SunGard Parent will allow the Funding Agents and the Insurer to perform a review of the SunGard Financial Policy, including a Receivables audit of the Collection Agent, SunGard Parent, each Seller, SunGard Financing and/or the Borrower performed by JPMorgan Chase Bank, N.A.’s Specialized Due Diligence Group or third party auditors reasonably acceptable to the Funding Agents and the Insurer, annually at the expense of SunGard Parent, and more frequently than annually at the expense of SunGard Parent upon the occurrence of an Early Amortization Event. Each of the Administrative Agent, the Lenders and the Insurer is an express third party beneficiary of this Section 4.4 and may enforce its rights under this Section 4.4 directly.

Section 4.5 Financing Statements and Further Assurances. The Collection Agent will cause to be filed all necessary financing statements or other instruments, and any amendments or continuation statements relating thereto, necessary to be kept and filed in such manner and in such places as may be required by law to preserve and protect fully the interest of the Administrative Agent in the Collateral. The Collection Agent will file or cause to be filed all UCC financing statements necessary for perfecting a first priority security interest of the Administrative Agent for the benefit of the Lenders and the Insurer in the Receivables, Seller Related Security, Assets and/or SunGard Financing Related Security by, or promptly following, the Closing Date. The Collection Agent shall, upon the reasonable request of the Insurer, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, within ten days of such request, such amendments hereto and such further instruments and take such further action as may be reasonably necessary to effectuate the intention, performance and provisions of the Transaction Documents.

Section 4.6 No Contest. The Collection Agent will not at any time in the future deny that this Agreement or any other Transaction Document to which it is a party constitutes its legal, valid and binding obligation.

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Section 4.7 Repayment of Loans. The Collection Agent shall, and shall cause the Borrower to, instruct the Administrative Agent to surrender the Policy to the Insurer for cancellation upon the termination of the Credit Agreement and the repayment of the Loans and all other obligations thereunder.

Section 4.8 Servicing of Receivables. All Receivables, Seller Related Security, Assets and/or SunGard Financing Related Security will be serviced in compliance with this Agreement and the other Transaction Documents.

Section 4.9 Due Diligence. If in the Insurer’s reasonable judgment, circumstances so warrant, based on the performance of the Transaction (and the Insurer notifies the Collection Agent of such circumstances), the Insurer shall have the right, so long as it remains a Controlling Party, to conduct reviews of the Collection Agent’s practices as Collection Agent through reviews of the Receivables, Seller Related Security, Assets and/or SunGard Financing Related Security and reviews of origination, servicing and collection practices. Such due diligence shall be conducted at the expense of the Insurer and in a reasonable manner convenient to both the Collection Agent and the Insurer. This due diligence right is in addition to the access provided pursuant to Section 4.4 hereof.

Section 4.10 Change of Jurisdiction. The Collection Agent will notify the Administrative Agent and the Insurer of any change in the jurisdiction of organization of SunGard Parent, each Seller, the Collection Agent, the Transferor or the Borrower.

Section 4.11 Accuracy of Information. All information heretofore furnished by the Collection Agent or any of its Affiliates to SunGard Financing for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by the Collection Agent or any of their Affiliates to SunGard Financing will be, true and accurate in every material respect on the date such information is stated or certified.

Section 4.12 Maintenance of Licenses. The Collection Agent has had and shall maintain all licenses, permits, charters and registrations, the loss or suspension of which, or the failure to hold which, could reasonably be expected to result in a Material Adverse Change.

Section 4.13 Return of Policy. The Collection Agent shall instruct the Administrative Agent, and shall cause the Borrower to do the same, upon a retirement or other payment of all of the Loans, to surrender the Policy to the Insurer for cancellation.

ARTICLE V

MISCELLANEOUS

Section 5.1 Waivers and Amendments. No failure or delay on the part of SunGard Funding in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or

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remedies provided by Law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing with the consent of the Collection Agent and SunGard Funding. None of the parties hereto shall modify, waive or amend, or consent to any modification, waiver or amendment of, any of the terms, provisions or conditions of the Transaction Documents to which it is a party or by which it is bound without the prior written consent of the Insurer, and any such modification, waiver or amendment without the prior written consent of the Insurer shall be voice and of no force or effect.

Section 5.2 Bankruptcy Petition. Collection Agent, in its capacity as Collection Agent will not, before the date that is one year and one day after the payment in full of all Obligations, institute against, or join any other Person in instituting against, SunGard Financing, SunGard Funding or any creditor of SunGard Financing or SunGard Funding under any Debtor Relief Law.

Section 5.3 GOVERNING LAW. THIS UNDERTAKING SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Section 5.5 CONSENT TO JURISDICTION. ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY TRANSACTION DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY TRANSACTION DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY TO THIS AGREEMENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY TRANSACTION DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

Section 5.6 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY TRANSACTION DOCUMENT, OR

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THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 5.5 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 5.7 Integration; Binding Effect; Survival of Terms.

(a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms.

Section 5.8 Counterparts; Severability; Section References. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

Section 5.9 Consent to Assignment. The Collection Agent consents to the assignment by SunGard Funding of its right, title and interest under this Agreement to the Administrative Agent for the benefit of the Lenders and the Insurer. The Administrative Agent shall be entitled to exercise, without notice to or consent of SunGard Financing, any and all rights of SunGard Funding under this Agreement from time to time, but shall have not obligations under this agreement or any liability for any loss, expense, claim or damage incurred by or asserted against SunGard Funding by reason of act or omissions under this Agreement.

Section 5.10 Collateral Assignment; Third-Party Beneficiary. Each of the parties hereto hereby acknowledge and agree that all of the right, title and interest of SunGard Financing in, to and under this Agreement has been transferred to SunGard Funding LLC and that SunGard Funding LLC has collaterally assigned to the Administrative Agent (for the benefit of the Lenders and the Insurer) all of its right, title and interest in, to and under this Agreement.

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Each reference herein to SunGard Financing shall include any and all of its assigns (including collateral assigns). Each of the parties hereto agrees that the Administrative Agent (for the benefit of the Lenders and the Insurer) constitutes an express third-party beneficiary with respect to this Agreement and shall be entitled to rely on and enforce all representations, warranties, covenants and agreements contained herein as if made directly to it (for the benefit of the Lenders and the Insurer) and as if it (for the benefit of the Lenders and the Insurer) were a party hereto.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

SUNGARD DATA SYSTEMS INC., as Collection Agent
By:	/s/    ANDREW P. BRONSTEIN
Name:	Andrew P. Bronstein
Title:	Vice President, Controller and Assistant Secretary
SUNGARD FUNDING LLC, as Member
By:	SunGard Financing LLC, its Member
By:	/s/    MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	President

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EX-10.17

Exhibit 10.17

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) entered into and made effective this 11th day of August, 2005, by and between [Executive] (“Executive”) and SunGard Data Systems Inc. (“SunGard”).

WHEREAS, Executive is currently employed by SunGard, and previously entered into a Change in Control Agreement with SunGard, dated as of December 15, 2004 and clarified by memorandum dated December 30, 2004, (the “Change in Control Agreement”) pursuant to which Executive will be entitled to certain benefits if a change in control (as defined in the Change in Control Agreement) occurs;

WHEREAS, SunGard and Solar Capital Corp., a Delaware corporation, (“Merger Co”) have entered into the Agreement and Plan of Merger, dated as of March 27, 2005 and as it may be amended from time to time (the “Merger Agreement”), pursuant to which Merger Co will be merged with and into SunGard (the “Merger”);

WHEREAS, private equity funds sponsored by Silver Lake Partners, Bain Capital, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts, Providence Equity Partners and Texas Pacific Group (collectively, the “Investors”) are stockholders of SunGard Capital Corp. (“Capital Corp.”) and SunGard Capital Corp. II (“Capital Corp. II”), the holding companies of SunGard immediately after the Merger;

WHEREAS, in connection with the Merger Agreement, the Investors and Executive entered into an agreement, dated as of March 27, 2005, (the “Transition Agreement”) pursuant to which (i) the Investors and Executive agreed to Executive’s continued employment with SunGard after the consummation of the Merger (the “Closing”) on the terms and conditions set forth in the Transition Agreement and the Exhibits thereto, and (ii) Executive agreed to waive his rights and entitlements under the Change in Control Agreement effective immediately prior to the Closing in exchange for certain payments, benefits and commitments that the Investors agreed to cause to be provided under one or more definitive agreements to be entered into between SunGard and Executive in which the terms and conditions set forth in the Transition Agreement and the Exhibits thereto will be memorialized; and

WHEREAS, in accordance with the foregoing, SunGard and Executive desire to enter into this Agreement to set forth the terms of Executive’s employment with SunGard, effective as of the Closing.

NOW, THEREFORE, intending to be legally bound and in consideration of the mutual covenants and conditions herein contained, the parties hereby agree as follows:

1. Employment. Effective upon the Closing, SunGard hereby employs Executive, and Executive hereby accepts such employment and shall perform Executive’s duties and responsibilities, in accordance with the terms, conditions and provisions hereinafter set forth.

1.1. Term of Agreement and Employment Period. This Agreement shall be effective as of the Closing and shall continue in effect until December 31, 2010, provided that effective as

of December 31, 2009 and as of the last day of each subsequent calendar year (each such date is referred to hereinafter as a “Year-End Date”), the term of this Agreement shall be automatically extended for an additional one (1) year period unless, at least twelve (12) months before any Year-End Date, SunGard gives written notice to Executive of intent not to renew, in which case (i) this Agreement shall terminate on the first Year-End Date that occurs at least twelve (12) months after the notice of non-renewal is provided or on such later date when SunGard’s obligations to provide severance and benefits hereunder and Executive’s obligations to comply with the restrictive covenants hereunder shall have been fully satisfied, and (ii) the Employment Period (as defined below) shall terminate on the first Year-End Date that occurs at least twelve (12) months after the notice of non-renewal is provided unless earlier terminated pursuant to Section 2 below. The period during which this Agreement is in effect is hereinafter referred to as the “Term” and the portion of the Term during which Executive is employed by SunGard hereunder is hereinafter referred to as the “Employment Period.” This Agreement shall not become effective until the Closing. Notwithstanding anything in this Agreement to the contrary, this Agreement shall be null, void and without effect upon termination of the Merger Agreement pursuant to Section 8.01 thereof.

1.2. Duties and Responsibilities. During the Employment Period, Executive shall serve as the [Title] of SunGard Data Systems Inc., or in such other position as is mutually agreed by the Chief Executive Officer of SunGard (the “CEO”) and Executive. Executive’s principal employment duties and responsibilities shall be those duties and responsibilities customary for such position and such other duties and responsibilities as Executive’s supervisor, the CEO or the Board of Directors of SunGard (the “Board”) shall reasonably assign to Executive.

1.3. Extent of Service. Executive shall use Executive’s best efforts to carry out Executive’s duties and responsibilities under Section 1.2 hereof and, consistent with the other provisions of this Agreement, shall devote substantially all of Executive’s business time, attention and energy thereto. The foregoing shall not be construed as preventing Executive from (a) making passive investments in other businesses or enterprises, or (b) engaging in any other business activity unless, in the judgment of the Board, it is likely to interfere in any material respect with Executive’s ability to discharge Executive’s duties and responsibilities to SunGard. In addition, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees; deliver lectures; fulfill speaking engagements or teach at educational institutions; and to manage personal investments (subject to the immediately preceding sentence); provided that such activities do not interfere in any material respect with the performance of Executive’s responsibilities as an employee in accordance with this Agreement. Executive may serve on one (1) corporate board of another company (and committees thereof) during the Employment Period subject to approval by the CEO, and service on any additional corporate boards or committees will require the prior approval of the Board. Notwithstanding the foregoing, to the extent that Executive is serving on the corporate board of any other company immediately prior to the Closing, Executive shall continue to be eligible to serve on such corporate board or committee after the Closing. Schedule 1 to this Agreement lists the corporate boards and committees for which Executive is serving immediately prior to the Closing.

1.4. Base Salary. For all the services rendered by Executive hereunder, during the Employment Period, SunGard shall pay Executive a base salary at the annual rate of [Salary], payable in installments in accordance with SunGard’s normal payroll practices. During the

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Employment Period, Executive’s base salary shall be reviewed annually by the Board (or the compensation committee of the Board), in consultation with the CEO, pursuant to SunGard’s normal compensation and performance review policies for senior level executives, which shall be substantially similar to SunGard’s normal policies before the Closing, subject to such changes as may be approved by the CEO and the Board. The amount of any increase for each year shall be determined at such times as bonuses are normally paid to executives of SunGard and shall be retroactive to January 1 of that year. Executive’s base salary shall not be decreased during the Employment Period; provided, that the foregoing shall not apply to any reduction that is part of a general salary reduction program affecting executives of SunGard, approved by the CEO and the Board, to the extent such reduction does not reduce Executive’s Base Salary below the Base Salary of Executive as of the Closing. For purposes of this Agreement, the term “Base Salary” shall mean the amount of Executive’s base salary established from time to time pursuant to this Section 1.4.

1.5. Incentive Bonus.

(a) For the 2005 calendar year, Executive shall be eligible to receive an annual incentive bonus under SunGard’s Executive Incentive Compensation (“EIC”) plan as in effect immediately prior to the Closing, which bonus shall be determined in accordance with SunGard’s past practices and the EIC plan’s terms. The calculations of actual earnings per share, operating income or other relevant financial targets in Executive’s 2005 EIC plan will be determined on a pro forma basis as if the Merger did not occur until after December 31, 2005, using, as applicable, assumptions regarding SunGard’s capital structure for the balance of 2005, projected debt levels, software capitalization and amortization, and weighted average shares outstanding, that are consistent with SunGard’s 2005 operating budget that was provided to the Investors and on which Executive’s EIC plan targets were originally based. In determining whether the applicable financial targets have been achieved, (i) all management and transaction fees and extraordinary items and non-cash equity incentive expenses related to the Merger and (ii) solely to the extent consistent with SunGard’s past practice in determining satisfaction of EIC goals, all acquisitions and dispositions by SunGard or any of its subsidiaries in the ordinary course of business during 2005 and all items related thereto shall be disregarded.

(b) During the Employment Period, but beginning with the 2006 calendar year, Executive shall be entitled to participate in SunGard’s EIC plan which shall establish an aggregate bonus opportunity for all executives as a group and an overall compensation philosophy that are consistent with SunGard’s practice before the Closing, provided that the Board (or compensation committee of the Board) may re-align the performance metrics and other terms after consultation with the CEO. Each year, Executive’s EIC plan shall specify the annual incentive bonus amount(s) to be paid to Executive at certain specified financial performance targets, which may include (i) four quartile targets (which was the method generally used by SunGard before the Closing for incentives based on earnings per share); (ii) minimum, midpoint and maximum targets (which was the method generally used by SunGard before the Closing for incentives based on operating income); (iii) a target clearly identified as the “goal,” or (iv) some other manner of specifying financial performance targets (the fourth quartile target, maximum target, identified “goal” target or highest specified financial performance target, without taking into account any incentive override for above goal performance, is referred to as the “Goal”).

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For purposes of this Agreement, the term “Incentive Bonus” shall mean the amount of Executive’s annual incentive bonus established from time to time pursuant to this Section 1.5.

1.6. Retirement, Welfare and Other Benefit Plans and Programs. During the Employment Period, Executive shall be entitled to participate in all employee retirement, welfare, and other benefit plans and programs (other than any equity-based compensation plan or program) made available to SunGard’s senior level executives as a group or to its employees generally, as such plans and programs may be in effect from time to time and subject to the eligibility requirements of the plan or program. During the Employment Period, Executive shall be entitled to a leased car or car allowance at a monthly rate that is no less than that provided by SunGard to Executive before the Closing. During the Employment Period, Executive shall be entitled to vacation and sick leave in accordance with SunGard’s vacation, holiday and other pay for time not worked policies as in effect from time to time. Benefits pursuant to such plans, programs and policies (other than any equity-based compensation plan or program) shall be substantially similar to SunGard’s plans, programs and policies in place prior to the Closing, subject to such changes as are similar to changes previously made from time to time by SunGard to its plans, programs or policies or as may be approved by the CEO before or after the implementation of such change.

1.7. Reimbursement of Expenses. Executive shall be provided with reimbursement of reasonable expenses related to Executive’s employment by SunGard in accordance with SunGard’s normal business expense reimbursement practices, subject to such changes as may be approved by the CEO.

1.8. Stock Options.

(a) Initial Stock Option Grants. Effective upon the Closing, initial stock option grants shall be made to Executive under the SunGard 2005 Management Incentive Plan (the “Incentive Plan”). The terms and conditions of such stock option grants shall be as set forth in the time-based and performance-based stock option award agreements attached hereto as Exhibit A and Exhibit B, respectively (the “Initial Option Awards”), which are specifically incorporated herein by reference.

(b) Future Stock Option Grants.

(i) On or before December 31, 2010, Capital Corp. and Capital Corp. II shall have granted, in the aggregate, options with respect to 14.2127% of Total Equity (33,579,495.1506 Units (as defined in the Initial Option Awards)); it being understood that, except with respect to the grant of options in connection with Closing and the reallocation of a certain portion of the option pool as expressly required herein, the approval of the compensation committee of Capital Corp. and Capital Corp. II and the CEO shall be necessary for any grant of options in Capital Corp. and Capital Corp. II. The terms and conditions of any stock options granted to Executive in accordance with Section 1.8(b)(i)(a) or (b) shall be the same as the terms and conditions of the Initial Option Awards, except that the exercise price shall be the then current fair market value and vesting shall occur within the time periods set forth in this Section 1.8(b)(i). For purposes of this Section 1.8(b), “Total Equity” means the total outstanding shares of Class A Common Stock, par value $0.001 per share (“Class A”), and Class L Common Stock, par value $0.001 per share (“Class L”), of Capital Corp. and Preferred Stock, par value $0.001

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per share (“Preferred Stock”), of Capital Corp. II immediately after Closing, calculated on a fully-diluted basis assuming the full grant and exercise of the 14.2127% (33,579,495.1506 Units) option pool referred to herein, whether or not vested or exercisable, it being understood that such options will be for Units consisting of Class A, Class L and Preferred Stock.

(a) Time-Based Options. On or before December 31, 2010, time-based options with respect to 5.8581% of Total Equity (13,840,708.1995 Units) shall have been granted by Capital Corp. and Capital Corp. II, respectively. Time-based options to purchase equity units accounting for 5.4550% of Total Equity (12,888,326.6328 Units) will be granted at Closing, with (i) 3.5264% of Total Equity (8,331,732.5137 Units) in grants made to Senior Managers and 1.9286% of Total Equity (4,556,594.1191 Units) in grants made to Key Employees. The remaining 0.4031% (952,381.5666 Units) (0.3317% (783,688.8257 Units) for Senior Managers and 0.0714% (168,692.7409 Units) for Key Employees) will be held back to be granted in connection with future hires, promotions and rebalancing, with the excess, if any, of 0.08062% of Total Equity (190,476.3133 Units) over that percentage of Total Equity with respect to which time-based options were granted in connection with new hires, promotions, and rebalancing to be granted at the end of each of 2006 and 2007 to all persons (“Founders”) who received time-based options at Closing (such excess, the “Unused Time-Based Pool”); provided, that the percentage of Total Equity available for grants of time-based options in connection with new hires, promotions and rebalancing in subsequent years shall be correspondingly reduced. Each Founder’s percentage share of the Unused Time-Based Pool allocated in 2006 or 2007 (subject to such Founder’s employment with SunGard at the time of allocation) shall equal (x) the number of equity units covered by time-based options included in such Founder’s initial option award, divided by (y) the total number of equity units covered by all time-based options included in initial option awards granted on the Closing Date to all Founders (who are employed by SunGard or any of its affiliates at the time of allocation) as a group (excluding the CEO). For purposes of this Section 1.8(b), (i) “Senior Managers” shall mean those Founders who receive time-based options and performance-based options in connection with Closing, and (ii) “Key Employees” shall mean those Founders who receive time-based options, but not performance-based options, in connection with Closing.

(b) Performance-Based Options. On or before December 31, 2010, performance-based options with respect to 8.3545% of Total Equity (19,738,786.9512 Units) shall have been granted by Capital Corp. and Capital Corp. II to Senior Managers, consisting of 7.7576% of Total Equity (18,328,525.0878 Units) in grants made in connection with the Closing and the remaining 0.5969% (1,410,261.8634 Units) from a reserve pool for grants in connection with new hires, promotions, and rebalancing. At the end of each of 2006, 2007 and 2008, performance-based options shall be allocated among Senior Managers with respect to the excess, if any, of 0.11938% of Total Equity (282,052.3727 Units) over that percentage of Total Equity with respect to which performance-based options were granted in connection with new hires, promotions, and rebalancing in such year (such excess, the “Unused Performance-Based Pool”), and the percentage of Total Equity available for grants of performance-based options in connection with new hires, promotions, and rebalancing in subsequent years shall be correspondingly reduced. Each Senior Manager’s percentage share of the Unused Performance-Based Pool allocated in 2006, 2007, or 2008 (subject to such Senior Manager’s continued employment with SunGard) shall equal (x) the number of equity units covered by performance-based options included in such Senior Manager’s initial option award,

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divided by (y) the total number of equity units covered by all performance-based options included in initial option awards granted on the Closing Date to all Senior Managers (who are employed by SunGard or any of its affiliates at the time of allocation) as a group (excluding the CEO).

(ii) Any options granted under Section 1.8 that are forfeited or cancelled, or with respect to which shares issued upon exercise thereof have been called by Capital Corp., Capital Corp. II or other shareholders of Capital Corp. II pursuant to the applicable option awards or stockholders agreement by and among Capital Corp., certain of its subsidiaries and stockholders of Capital Corp. (the “Stockholders Agreement”) will be subject to allocation as determined by the board of Capital Corp. (or the compensation committee of Capital Corp.) and the CEO.

(iii) SunGard acknowledges and agrees that Executive is entering into this Agreement in reliance on the commitment of Capital Corp. and Capital Corp. II to the Senior Managers as a group and to the Key Employees as a group as set forth in this Section 1.8(b) and may enforce the provisions of this Section 1.8(b) on their behalf, including with equitable remedies to the extent available at law, and that Executive is entering into this Agreement in reliance on the acknowledgement set forth in this Section 1.8(b)(iii).

2. Termination. The Employment Period shall end and Executive’s employment shall terminate upon the occurrence of any of the first to occur of any of the events described in Sections 2.1 through 2.4 below.

2.1. Termination Without Cause; Resignation for Good Reason.

(a) SunGard may terminate Executive’s employment under this Section 2.1 at any time without Cause (as defined in Section 2.7(d)) upon not less than ninety (90) days’ prior written notice to Executive; provided, however, that, in the event that such notice is given, Executive shall be allowed to seek other employment during such notice period. In addition, Executive may terminate Executive’s employment under this Section 2.1 by voluntarily resigning for Good Reason (as defined in Section 2.7(i)). Executive shall give SunGard not less than thirty (30) days prior written notice of such resignation, which notice must be given within ninety (90) days after the cure period for correcting the event or condition constituting Good Reason has expired without SunGard curing the event or condition resulting in Good Reason. Further, Executive’s employment shall be considered to have been terminated under this Section 2.1 if, after SunGard has provided notice of intent not to renew as provided in Section 1.1, Executive’s employment terminates on the last day of the Employment Period. This Section 2.1 shall not apply if Executive’s employment is terminated by Executive without Good Reason or on account of retirement (see Section 2.2), or as a result of Executive’s Disability (as defined in Section 2.7(h)) or death (see Section 2.3), or by SunGard for Cause (see Section 2.4). Any termination by SunGard of Executive’s employment that is not a termination under Section 2.3 or Section 2.4 shall be considered a termination by SunGard without Cause under this Section 2.1.

(b) Upon any termination of Executive’s employment under this Section 2.1, no further payments and benefits shall be due under Section 1 of this Agreement after the end of the Employment Period and, if Executive executes and does not revoke the Release (as defined

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in Section 2.7(j)), then after Executive’s Date of Termination (as defined in Section 2.7(g)) Executive shall be entitled to receive all of the following:

(i) SunGard shall pay to Executive a lump sum cash payment equal to the Applicable Multiplier (as defined in Section 2.7(b)) multiplied by the sum of (1) Executive’s Base Salary at the rate in effect on Executive’s Date of Termination or such higher rate in effect immediately before any reduction thereof that constituted Good Reason, plus (2) Executive’s Target Incentive Bonus (as defined in Section 2.7(k)), payable within ten (10) days after Executive’s Date of Termination.

(ii) Executive shall receive all Accrued Compensation (as defined in Section 2.7(a)).

(iii) During the Continuation Period (as defined in Section 2.7(f)), SunGard shall provide to Executive continued coverage under the retirement, life insurance, long-term disability, medical, dental and other group health benefits and plans in effect for senior level executives of SunGard (or substantially comparable coverage) for Executive and, where applicable, Executive’s spouse, dependents and beneficiaries, at the same contribution or premium rate as may be charged from time to time for active employees of SunGard generally, as if Executive had continued in employment during such period. As an alternative, SunGard may elect to pay Executive cash in lieu of such contributions or coverage in an amount equal to Executive’s after-tax cost of obtaining comparable coverage, so long as such payments are permitted without adverse tax effect to Executive under section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”). The COBRA health care continuation coverage period under section 4980B of the Code, or any replacement or successor provision of United States tax law, shall, if permitted by law and applicable plan terms, commence immediately after the Continuation Period.

(iv) SunGard shall provide a release substantially in the form attached hereto as Exhibit D. If SunGard does not provide the release required pursuant to this Section 2.1(b)(v), the Release shall be null, void and without effect, and Executive shall still receive all of the payments and benefits described in subsections (i) through (iv) above.

(c) Upon any termination of Executive’s employment under this Section 2.1, unless Section 2.1(b)(v) applies, if Executive does not execute the Release or if Executive revokes the Release, then (i) Executive shall not be entitled to the compensation and benefits provided for in subsection (b) of this Section 2.1, (ii) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (iii) Executive shall receive all Accrued Compensation.

2.2. Resignation Without Good Reason; Retirement.

(a) Executive may terminate Executive’s employment by voluntarily resigning other than for Good Reason upon ninety (90) days’ prior written notice. In such event, unless Section 2.2(b) applies, (i) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (ii) Executive shall receive all Accrued Compensation. SunGard may elect to waive the notice period or any portion thereof, and, if SunGard so waives, SunGard will continue to pay Executive’s Base Salary during the notice period.

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(b) At any time after the third anniversary of the Closing, provided that Executive is then at least 62 years of age, Executive may terminate Executive’s employment by voluntarily retiring upon at least ninety (90) days’ prior written notice to SunGard. In such event, (i) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, (ii) Executive shall receive all Accrued Compensation, and (iii) if Executive executes and does not revoke the Release, SunGard shall enter into a consulting agreement with Executive pursuant to which (A) Executive shall be retained as a consultant for the twelve (12) month period immediately after the Executive’s Date of Termination (the “Consulting Period”), (B) Executive shall receive retainer fees of $10,000 per month during the Consulting Period, and (C) Executive shall be available during the Consulting Period for up to 50 hours per month at mutually agreeable times and places to consult with SunGard as to issues within Executive’s knowledge and expertise. In connection with Executive’s voluntary retirement pursuant to this Section 2.2(b), SunGard shall provide a release substantially in the form attached hereto as Exhibit D. If SunGard does not provide the release required pursuant to the foregoing sentence, the Release given by Executive shall be null, void and without effect, and Executive shall still receive all of the payments and benefits described in subsections (i) through (iii) above.

2.3. Termination Due to Disability or Death. SunGard may terminate Executive’s employment immediately upon notice if Executive has incurred a Disability; provided, however, that SunGard shall continue to pay Executive’s Base Salary, which shall be reduced by any disability income benefits received by Executive from SunGard or any insurance plans maintained by SunGard, and shall continue to provide to Executive all benefits then in effect and due under this Agreement until SunGard acts to terminate Executive’s employment due to a Disability. If SunGard terminates Executive’s employment due to a Disability, or if Executive dies while employed by SunGard, then (a) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (b) Executive (or Executive’s Beneficiary) shall receive all Accrued Compensation.

2.4. Termination for Cause. SunGard may terminate Executive’s employment at any time for Cause. In such event, (a) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (b) Executive shall receive all Accrued Compensation.

2.5. Notice of Termination. Any termination of Executive’s employment shall be communicated by a written notice of termination to the other party hereto given in accordance with Section 9. The notice of termination shall (a) indicate the specific termination provision in this Agreement relied upon, (b) briefly summarize the facts and circumstances deemed to provide a basis for a termination of employment, and (c) specify the Date of Termination in accordance with the requirements of this Agreement.

2.6. No Duty to Mitigate. Executive shall not be required to mitigate the amount of any cash payment or the value of any benefit provided for in this Agreement by seeking other employment, by seeking benefits from another employer or other source, or by pursuing any other type of mitigation. No payment or benefit provided for in this Agreement shall be offset or

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reduced by the amount of any cash compensation or the value of any benefit provided to Executive in any subsequent employment or from any other source. Notwithstanding the foregoing, if, during the Continuation Period, Executive begins to receive group health benefits from another employer that substantially duplicate health benefits being provided by SunGard pursuant to this Section 2, then Executive shall promptly notify SunGard of the duplicate benefits and SunGard may discontinue the duplicate benefits being provided pursuant to this Section 2.

2.7. Definitions.

(a) “Accrued Compensation” means all compensation, benefit payments, reimbursements and other amounts earned by, payable to, or accrued and vested for Executive through and including Executive’s Date of Termination, but not paid as of Executive’s Date of Termination, including, but not limited to, (i) Base Salary, (ii) the Target Incentive Bonus, multiplied by the number of days in which Executive was employed by SunGard during the Year of Termination for the Target Incentive Bonus, including the Date of Termination, divided by 365, (iii) Executive’s Incentive Bonus for the fiscal year that ended immediately prior to Executive’s Date of Termination to the extent such Incentive Bonus was accrued and earned by, but not yet paid to, Executive as of Executive’s Date of Termination, (iv) pay for accrued, but unused, vacation, (v) reimbursable business expenses incurred by Executive on behalf of SunGard and (vi) employment or retirement benefits accrued and owing to Executive under any employee benefit program of SunGard. Notwithstanding the foregoing, for purposes of Sections 2.1(c), 2.2(a), and 2.4, “Accrued Compensation” shall not include item (ii) in the immediately preceding sentence. SunGard shall pay to Executive (or to Executive’s Beneficiary) a lump sum cash payment of all Accrued Compensation, payable within ten (10) days after Executive’s Date of Termination, and Executive (or Executive’s Beneficiary) shall receive any vested benefits Executive accrued or earned in accordance with the terms of any applicable benefit plans and programs of SunGard.

(b) “Applicable Multiplier” means [three (3) or two(2)].

(c) “Beneficiary” means, in the event of Executive’s death, Executive’s legal representative, executor, administrator or designated beneficiary, as applicable

(d) “Cause” means the occurrence of the events described in the following subsections (i) through (iii), provided that no act or failure to act by Executive shall be deemed to constitute Cause if done, or omitted to be done, in good faith and with the reasonable belief that the action or omission was in the best interests of SunGard:

(i) at least two-thirds (2/3) of the members of the Board determined in good faith that Executive (A) was guilty of gross negligence or willful misconduct in the performance of his duties for SunGard (other than due to illness or injury suffered by Executive or a member of his family, or comparable personal problem), (B) breached or violated, in any material respect, any agreement between Executive and SunGard or any material policy in SunGard’s Business Conduct and Compliance Program (as amended from time to time), or (C) committed an act of dishonesty or breach of trust, or is convicted of a crime, and the result of such dishonesty, breach of trust, or conviction of a crime is that there is material or potentially material financial or reputational harm to SunGard; and

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(ii) such determination was made at a duly convened meeting of the Board (A) of which Executive received written notice at least ten (10) days in advance, which notice shall have set forth in reasonable detail the facts and circumstances claimed to provide a basis for a finding that one of the events described in subsection (i) above occurred, and (B) at which Executive had a reasonable opportunity to make a statement and answer the allegations against Executive; and

(iii) either (A) Executive was given a reasonable opportunity to take remedial action but failed or refused to do so, or (B) at least two-thirds (2/3) of the members of the Board also determined in good faith, at such meeting, that an opportunity to take remedial action would not have been meaningful under the circumstances.

(e) “Change of Control” means the occurrence of (a) any consolidation or merger of Capital Corp. (or any other parent company (a “Parent Company”) of SunGard that owns each of the Availability Services Business, Financial Systems Business, Higher Education Systems Business and Public Sector Business (each as defined below)) with or into any other person, or any other corporate reorganization, transaction or transfer of securities of Capital Corp. (or such other Parent Company) by its stockholders, or series of related transactions (including the acquisition of capital stock of Capital Corp. or such other Parent Company), whether or not Capital Corp. (or such other Parent Company) is a party thereto, in which the stockholders of Capital Corp. immediately prior to such consolidation, merger, reorganization or transaction, own, directly or indirectly, capital stock either (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the economic interests in or voting power of Capital Corp. (or such other Parent Company) or other surviving entity immediately after such consolidation, merger, reorganization or transaction or (ii) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors of Capital Corp. (or such other Parent Company) or other surviving entity immediately after such consolidation, merger, reorganization or transaction, (b) any transaction or series of related transactions, whether or not Capital Corp. (or such other Parent Company) is a party thereto, after giving effect to which in excess of fifty percent (50%) of the voting power of Capital Corp. (or such other Parent Company) is owned directly, or indirectly through one or more entities, by any person and its “affiliates” or “associates” (as such terms are defined in the Rules promulgated under the Exchange Act of 1934, as amended (the “Exchange Act Rules”)) or any “group” (as defined in the Exchange Act Rules), other than, directly or indirectly, Qualified Institutional Investors (as defined in the Stockholders Agreement) (and in the case of a “group”, excluding a percentage of such “group” equal to the percentage of the voting power of such group controlled by any Qualified Institutional Investors), excluding, in any case referred to in clause (a) or (b) any Initial Public Offering (as defined in the Stockholders Agreement) or any bona fide primary or secondary public offering following the occurrence of an Initial Public Offering; or (c) a sale, lease or other disposition of all or substantially all of the assets of Capital Corp. or such other Parent Company, in each case on a consolidated basis with its subsidiaries (including the stock of SunGard), excluding, in any case referred to in clause (c), any sale, lease or other disposition to an entity of which the stockholders of Capital Corp. immediately prior to the sale, lease or other disposition own, directly or indirectly, through one or more entities, capital stock either representing directly, or indirectly through one or more entities, 50% or more of the economic interests or voting power. For the avoidance of doubt, a spin-off of one of

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the Businesses, Sale of a Business or a comparable transaction shall not, in any case, constitute a Change of Control.

(f) “Continuation Period” means the period beginning on the Date of Termination and ending on the anniversary of the Date of Termination that equals the Applicable Multiplier.

(g) “Date of Termination” means the date that the termination of Executive’s employment with SunGard is effective on account of Executive’s death, Executive’s Disability, termination by SunGard for Cause or without Cause, or by Executive for Good Reason or without Good Reason, as the case may be. The Employment Period shall end on the Date of Termination. “Year of Termination” means the fiscal year for the applicable performance period during which Executive’s Date of Termination occurs.

(h) “Disability” means (i) Executive has suffered a physical or mental illness or injury that has impaired Executive’s ability to substantially perform Executive’s full-time duties with SunGard with or without reasonable accommodation for a period of 180 consecutive days and that qualifies Executive for benefits under SunGard’s group long-term disability plan, and (ii) Executive has not substantially returned to full time employment before the Date of Termination specified in the notice of termination.

(i) “Good Reason” means (X) the occurrence, without Executive’s express written consent (which may be withheld for any reason or no reason), of any of the events or conditions described in the following subsections (i) through (viii), provided that upon Executive’s becoming aware or at such time as Executive should have been aware of the occurrence of any such event or condition or series of related events or conditions, Executive shall have given notice of Good Reason to SunGard and SunGard shall not have fully corrected the situation within ten (10) days after such notice of Good Reason.

(i) A reduction by SunGard in Executive’s Base Salary (other than a reduction that is part of a general salary reduction program affecting executives of SunGard, approved by the Chief Executive Officer and the Board consistent with Section 1.4 hereof); or

(ii) A reduction or negative change by SunGard in the type or level of compensation and benefits (other than Base Salary) to which Executive is entitled under this Agreement, other than any such reduction or change that is part of and consistent with a general reduction or change applicable to all officers of SunGard unrelated to a Change of Control; or

(iii) A failure by SunGard to pay or provide to Executive any compensation or benefits to which Executive is entitled; or

(iv) A change in Executive’s status, positions, titles, offices or responsibilities that constitutes a material and adverse change from Executive’s status, positions, titles, offices or responsibilities as in effect immediately before such change; or the assignment to Executive of any duties or responsibilities that are substantially inconsistent with Executive’s status, positions, titles, offices or responsibilities as in effect immediately before such assignment; or any removal of Executive from or failure to reappoint or reelect Executive to any of such positions, titles or offices; provided that termination of Executive’s employment by

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SunGard for Cause, by Executive other than for Good Reason (as defined in any of the other subsections of this subsection (i)) or as a result of Executive’s death or Disability shall not be deemed to constitute or result in Good Reason under this subsection (iv); or

(v) (A) If Executive was based at SunGard’s principal executive offices in Wayne, Pennsylvania, as of the day immediately prior to Closing, SunGard’s changing the location of SunGard’s principal executive offices to a location more than thirty (30) miles from the location of such offices, or SunGard’s requiring Executive to be based at a location other than SunGard’s principal executive offices; (B) if Executive was based at a SunGard location in Manhattan as of the day immediately prior to the Closing, SunGard’s requiring Executive to be based at a location outside Manhattan; or (C) if Executive was not based at SunGard’s principal executive offices or at a SunGard location in Manhattan on the day immediately prior to the Closing, SunGard’s requiring Executive to be based at any location which results in Executive’s regular commuting distance being thirty (30) or more miles greater than Executive’s regular commuting distance as of the day immediately prior to the Closing; provided that in all such cases SunGard may require Executive to travel on SunGard business including being temporarily based at other SunGard locations as long as such travel is reasonable and is not materially greater or different than Executive’s travel requirements before the Closing; or

(vi) Any material breach by SunGard of this Agreement or any other agreement between SunGard and Executive; or

(vii) The failure by SunGard to obtain, before completion of either (A) a Change of Control, or (B) the Sale of a Business (as defined in Section 3.2(c)) if Executive is not employed by the Retained Business (as defined in Section 3.2(b)) after the Sale of a Business, an agreement in writing from any successors and assigns, to assume and agree to perform this Agreement; or

(viii) The provision of notice by SunGard pursuant to Section 1.1 of nonrenewal of this Agreement.

(j) “Release” means a release substantially in the form of Exhibit C attached to this Agreement, which may be subsequently modified only based on recommendations of SunGard’s counsel to reflect changes in applicable law after the date of this Agreement.

(k) “Target Incentive Bonus” means Executive’s annual Incentive Bonus amount(s) payable at the Goal(s) in accordance with the Executive’s EIC plan for the Year of Termination, or such higher amount(s) in effect immediately before any reduction thereof that constituted Good Reason.

3. Sale of a Business.

3.1. Employment With Sold Business. Upon the Sale of a Business, if Executive is employed by the Sold Business (as defined in Section 3.2(d)) immediately before completion of the sale, then at the time of the Sale of a Business, Executive may request that the Retained Business hire Executive on terms and conditions substantially similar to those set forth in this Agreement, and the Retained Business shall use its commercially reasonable efforts to hire Executive, if practicable.

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3.2. Definitions.

(a) “Business” means SunGard’s businesses after the Closing, which consists of four separate businesses: (i) the availability services business segment (the “Availability Services Business”), (ii) the investment support systems business segment (the “Financial Systems Business”), (iii) the higher education systems business segment (the “Higher Education Systems Business”), and (iv) the public sector systems business segment (the “Public Sector Business”). For purposes of this Agreement, any future business acquired by SunGard after Closing that is not included in the Availability Services Business will automatically be considered part of the Financial Systems Business, Higher Education Systems Business or Public Sector Business, as determined by the Board in its sole discretion.

(b) “Retained Business” means the Business that is not being sold in the Sale of a Business.

(c) “Sale of a Business” means the sale, exchange or other disposition or transfer of all or substantially all of the business or assets of one of the four Businesses to a purchaser that is unrelated to SunGard or any of the Investors; provided that a Sale of a Business shall not also constitute a Change of Control.

(d) “Sold Business” means the Business that is being sold in the Sale of a Business.

4. Tax Gross-Up Payments.

4.1. Amount. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment (including any of the Tax Gross-Up Payments as defined below in this Section 4.1) or benefit (including any accelerated vesting of options or other equity awards) made or provided, or to be made or provided, by SunGard (or any successor thereto or affiliate thereof) to or for the benefit of Executive, whether pursuant to the terms of this Agreement, any other agreement, plan, program or arrangement of or with SunGard (or any successor thereto or affiliate thereof) or otherwise (a “Total Payment”), will be subject to the excise tax imposed by section 4999 of the Code or any comparable tax imposed by any replacement or successor provision of United States tax law (the “Excise Tax”), in spite of all customary reasonable efforts by SunGard and Executive to avoid incurring such tax, including by procuring a shareholder vote in satisfaction of the shareholder approval requirements described in Treas. Reg. Section 1.280G-1, Q&A-7, to the extent applicable, then SunGard shall pay to Executive one or more additional cash payments (the “Tax Gross-Up Payments”) in such amounts so that the net cash amount retained by Executive, after deduction or payment of (a) the Excise Tax imposed on the Total Payments (including the Excise Tax imposed on the Tax Gross-Up Payments) and (b) all federal, state and local income and employment taxes imposed upon the Tax Gross-Up Payments, shall equal the excess of the Total Payments over the Tax Gross-Up Payments (it being understood that this is a circular definition that requires a reiterative calculation); provided, that to the extent any Tax Gross-Up Payment would be considered deferred compensation for purposes of section 409A of the Code, the manner and time of

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payment, and the provisions of this Section 4, shall, if possible, be adjusted to the mutual satisfaction of SunGard and Executive to the extent necessary (but only to the extent necessary) to comply with the requirements of section 409A of the Code with respect to such payment so that the payment does not give rise to the interest or additional tax amounts described at section 409A(a)(1)(B) or section 409A(b)(4) of the Code (the “Section 409A penalties”); and further provided, that if, notwithstanding the immediately preceding proviso, the Tax Gross-Up Payment cannot be made to conform to the requirements of Section 409A of the Code without economic consequences that are greater than the lesser of 5% of the Tax Gross-Up Payment with respect to Executive or $75,000, the amount of the Tax Gross-Up Payment shall be determined by taking into account any amount necessary to pay the Section 409A penalties. For purposes of this Agreement, the term Total Payment shall also include any payments or benefits made or provided, or to be made or provided, to Executive that become subject to the Excise Tax as a result of the Merger of Merger Co with and into SunGard, irrespective of whether such payments or benefits are made or provided before or after the Closing, but in all events subject to the proviso in the preceding sentence.

4.2. Method of Determination. One or more determinations (each a “Tax Determination”) as to (a) whether any of the Total Payments will be subject to the Excise Tax, (b) the amount of the Excise Tax imposed thereon, and (c) the calculation of the related Tax Gross-Up Payment shall be made by SunGard in consultation with such accounting and tax professionals as SunGard considers necessary (with all costs related thereto paid by SunGard). For purposes of determining whether any of the Total Payments will be subject to the Excise Tax, (i) all of the Total Payments shall be treated as “parachute payments” (within the meaning of section 280G of the Code) unless and to the extent that in the written advice of an independent accountant selected (and paid for) by SunGard and reasonably acceptable to Executive (the “Accountant”), certain Payments should not constitute parachute payments, and (ii) all “excess parachute payments” (within the meaning of section 280G of the Code) shall be treated as subject to the Excise Tax unless and only to the extent that the Accountant advises SunGard that such excess parachute payments are not subject to the Excise Tax. For purposes of determining the amount of any Tax Gross-Up Payment, Executive shall be deemed to pay (x) federal income tax at the highest marginal rate in effect for the calendar year during which such Tax Gross-Up Payment is to be made, (y) FICA taxes at the highest rate applicable to wages in excess of the Social Security taxable wage base in effect for such calendar year, and (z) state and local income taxes at the highest marginal rates in effect for such calendar year in the state and local municipality of Executive’s principal residence as of the Date of Termination or the date that any portion of the Total Payment becomes subject to the Excise Tax, net of the reduction in federal income tax attributable to the deduction of such state and local income taxes, and taking into account any limitation on deductions or credits or comparable negative impact for purposes of federal income tax as a result of the Total Payments made to Executive during such calendar year.

4.3. Finalization and Payment. An initial Tax Gross-Up Payment shall be made to Executive within ten (10) days after the Date of Termination or such other prior or subsequent date that any portion of any Total Payment becomes subject to the Excise Tax (such tenth day is referred to as a “Payment Date”); provided that if the amount thereof cannot be fully determined by the Payment Date, SunGard shall pay to Executive by the Payment Date an estimate of such payment, determined by SunGard reasonably and in good faith, and SunGard shall pay to

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Executive the remainder of such payment (if any) as soon as the amount thereof can be determined but in no event later than twenty (20) days after the Payment Date. Whenever any Tax Gross-Up Payment (or estimate thereof) is made to Executive, SunGard shall provide to Executive SunGard’s Tax Determination related to such payment, together with detailed supporting calculations and explanations and, if applicable, written advice of an Accountant. Executive shall have the right to dispute any Tax Determination (a “Tax Dispute”) by so notifying SunGard within fifteen (15) days after receiving such Tax Determination and the required supporting documentation. Each Tax Determination shall become final and binding upon the parties (a) if there is no Tax Dispute, at the end of such fifteen (15) day period, without change, or (b) if there is a Tax Dispute, upon final resolution of such Tax Dispute, with such changes as may result from such Tax Dispute. Other than the initial or an estimated Tax Gross-Up Payment as provided for above, any Tax Gross-Up Payment due from SunGard to Executive shall be paid within ten (10) business days after the related Tax Determination becomes final and binding, provided that, in the event of a Tax Dispute, any undisputed portion of the Tax Gross-Up Payment shall be paid within ten (10) business days after Executive notifies SunGard of the Tax Dispute.

4.4. Underpayments and Overpayments. The parties acknowledge that, as a result of potential uncertainties in the application of the provisions of the Code dealing with the Excise Tax, it is possible that Tax Gross-Up Payments should have been made by SunGard but were not (an “Underpayment”) or that Tax Gross-Up Payments made by SunGard should not have been made (an “Overpayment”). In either such event, SunGard shall make a Tax Determination of the amount of the Underpayment or Overpayment that has occurred, and Executive shall have the right to initiate a Tax Dispute related thereto. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by SunGard to or for the benefit of Executive. In the case of an Overpayment, Executive shall, at the direction and expense of SunGard, take such steps as are reasonably necessary (including promptly refunding the amount of such overpayment and filing amended returns and claims for refunds), follow SunGard’s reasonable instructions and otherwise reasonably cooperate with SunGard to correct such Overpayment.

5. Restrictive Covenants.

5.1. Non-disclosure. At all times after the Closing and continuing at all times after Executive’s Date of Termination, and except as required by applicable law or in a judicial or administrative proceeding, Executive shall not disclose to anyone outside Capital Corp., or use for the benefit of anyone other than Capital Corp., any confidential or proprietary information relating to Capital Corp.’s business, whether acquired by Executive before, during or after employment with SunGard. Executive acknowledges that Capital Corp.’s proprietary and confidential information includes, by way of example: (a) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (b) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (c) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (d) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (e) screen designs, report designs and other designs, concepts and visual expressions for software products; (f) employment and payroll records; (g) forecasts, budgets, acquisition models and other non public financial information; and (h) expansion plans, business or development plans, management policies, information about

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possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies. The provisions of this Section 5.1 shall survive any termination or expiration of this Agreement.

5.2. Works and Ideas. Executive shall promptly communicate to Capital Corp., in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “Works and Ideas”) pertaining to Capital Corp.’s business in any material respect, whether or not patentable or copyrightable, that are made, written, developed or conceived by Executive, alone or with others, at any time (during or after business hours) while Executive is employed by SunGard or Capital Corp. (including at any time prior to the date of this Agreement) or during the three (3) months after Executive’s Date of Termination. Executive acknowledges that all of those Works and Ideas will be Capital Corp.’s exclusive property, and hereby assigns and agrees to assign all of Executive’s right, title and interest in those Works and Ideas to Capital Corp. Executive shall sign all documents that Capital Corp. reasonably requests to confirm its ownership of those Works and Ideas, and shall reasonably cooperate with Capital Corp., at Capital Corp.’s expense, to allow Capital Corp. to take full advantage of those Works and Ideas.

5.3. Non-competition and Non-solicitation. During the Employment Period, the Continuation Period, and the Consulting Period, if applicable, whether or not payments are being made, provided that SunGard has not defaulted in any material respect upon any of its obligations under this Agreement or otherwise to Executive, Executive shall not, directly or indirectly, (a) render any material services for any organization, or engage in any business, that competes in any material respect with Capital Corp.’s business, or (b) solicit or contact, for the purpose or with the effect of competing or interfering with Capital Corp.’s business in any material respect (i) any customer or acquisition target under contract with Capital Corp. at any time during the last two (2) years of Executive’s employment with SunGard, (ii) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from Capital Corp. at any time during the last two (2) years of Executive’s employment with Capital Corp., (iii) any affiliate of any such customer or prospect, (iv) any of the individual contacts at customers or acquisition targets established by Capital Corp., Executive or others at Capital Corp. during the period of Executive’s employment with SunGard, or (v) any individual who is an employee or independent contractor of Capital Corp. at the time of the solicitation or contact or who was an employee or independent contractor of Capital Corp. within three (3) months before such time.

5.4. Injunctive Relief. Executive acknowledges that Executive’s failure to perform any of the covenants in this Section 5 would cause irreparable injury to Capital Corp. and SunGard and cause damages to Capital Corp. and SunGard that would be difficult or impossible to ascertain or quantify. Accordingly, without limiting any other remedies that may be available with respect to any breach of this Section 5, Executive consents to the entry of an injunction to restrain any breach of this Section 5, without the posting of a bond.

5.5. Scope. For purposes of this Section 5, as applicable, the term “Capital Corp.” shall include (a) Capital Corp. and all of its subsidiaries (including, but not limited to, SunGard) and (b) SunGard and all of its subsidiaries for periods before the Closing. Notwithstanding Section 11(b) of this Agreement, upon a Change of Control, or upon the Sale of a Business if Executive is not employed by the Retained Business, the restrictive covenants of this Section 5

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are intended to apply and shall apply only to the business of Capital Corp. or its subsidiaries or the Sold Business as conducted immediately preceding the sale and not to any greater scope of business or other businesses that may be conducted by the acquirer of or successor to Capital Corp. or the Sold Business that assumes this Agreement as a result of the sale.

6. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by SunGard, as applicable, and for which Executive may qualify; provided, however, that if Executive becomes entitled to and receives the payments provided for in Section 2.1(b) of this Agreement, Executive hereby waives Executive’s right to receive payments under any severance plan or policy applicable to all employees of SunGard, as applicable.

7. Survivorship. The respective rights and obligations of the parties under this Agreement shall survive any termination of Executive’s employment to the extent necessary to preserve the intention of such rights and obligations.

8. Dispute Resolution. In the event of any dispute relating to Executive’s employment, the termination thereof, or this Agreement, other than a dispute in which the primary relief sought is an equitable remedy such as an injunction, the parties shall be required to have the dispute, controversy or claim settled by alternative dispute resolution conducted by JAMS (or, if JAMS is not available, another mutually agreeable alternative dispute resolution organization), in the city of Executive’s principal place of employment. Any award entered by JAMS (or such other organization) shall be final, binding and nonappealable, and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This Section 8 shall be specifically enforceable. JAMS (or such other organization) shall have no authority to modify any provision of this Agreement. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY AS TO ALL CLAIMS HEREUNDER.

9. Notices. All notices and other communications required or permitted under this Agreement or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when received):

If to SunGard, to:

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, PA 19087

Attention: Victoria E. Silbey, Esquire

With a required copy to:

Ropes & Gray LLP

One International Place

Boston, MA 02110

Attention: Alfred O. Rose, Esquire

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If to Executive, to:

With a required copy to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103-2921

Attention: Robert J. Lichtenstein, Esquire

or to such other names or addresses as SunGard or Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section.

10. Contents of Agreement; Amendment and Assignment.

(a) This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment approved by the Board and executed on its behalf by a duly authorized officer (other than Executive) and by Executive. This Agreement supersedes the provisions of any employment or other agreement between Executive and SunGard that relate to any matter that is also the subject of this Agreement, including, but not limited to, the Change in Control Agreement and the Transition Agreement, and such other agreements are terminated immediately prior to Closing and will be null and void as of the Closing; provided, however, that this provision shall not apply to any agreement outstanding on the date this Agreement becomes effective related to (1) Executive’s options to purchase or other rights to equity of Capital Corp., a subsidiary of Capital Corp., or SunGard or (2) Executive’s rights to indemnification as an officer and/or director of SunGard.

(b) All of the terms and provisions of this Agreement, including, but not limited to the restrictive covenants of Section 5 of this Agreement, shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Executive under this Agreement are of a personal nature and shall not be assignable or delegatable in whole or in part by Executive. SunGard shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of SunGard, or the successor of a Business if a Sale of a Business occurs and Executive is not employed by the Retained Business, within fifteen (15) days of such succession, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as SunGard would be required to perform if no such succession had taken place.

11. Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any

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other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

12. Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Agreement or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

13. Beneficiaries/References. Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit payable under this Agreement following Executive’s death by giving SunGard written notice thereof. In the event of Executive’s death or a judicial determination of Executive’s incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to Executive’s beneficiary, estate or other legal representative.

14. Miscellaneous. All Section headings used in this Agreement are for convenience only. This Agreement may be executed in counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.

15. Withholding. All payments under this Agreement shall be made subject to applicable tax withholding, and SunGard shall withhold from any payments under this Agreement all federal, state and local taxes as SunGard is required to withhold pursuant to any law or governmental rule or regulation. Executive will deliver to SunGard amounts required to be withheld from non-cash compensation. Except as specifically provided otherwise in this Agreement, Executive shall bear all expense of, and be solely responsible for, all federal, state and local taxes due with respect to any payment received under this Agreement.

16. No Withholding of Undisputed Payments. During the pendency of any dispute or controversy, SunGard shall not withhold any payments or benefits due to Executive, whether under this Agreement or otherwise, except for the specific portion of any payment or benefit that is the subject of a bona fide dispute between the parties.

17. Legal Fees and Expenses. All costs and expenses (including court and arbitration costs and reasonable legal fees and expenses that reflect common practice with respect to the matters involved) (“Legal Costs”) incurred by Executive as a result of any claim, action or proceeding arising out of this Agreement or the contesting, disputing or enforcing of any provision, right or obligation under this Agreement (a “Claim”) shall be paid, or reimbursed to Executive on an after-tax basis as to (a) 100% of such Legal Costs if Executive either recovers damages (in cash or in-kind, such as benefits) or is the prevailing party on a material non-monetary claim (such as a dispute regarding a restrictive covenant), and (b) 50% of such Legal Costs if Executive does not recover any damages and is not the prevailing party on any material non-monetary claim; provided, that the dispute was a bona fide dispute by Executive and that Executive did not act in bad faith.

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18. Indemnification.

(a) SunGard shall indemnify Executive, to the fullest extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by Executive, including the cost of legal counsel, in connection with any action, suit or proceeding to which Executive may be made a party by reason of Executive being or having been an officer, director, or employee of SunGard or any of their respective subsidiaries or affiliates.

(b) Executive shall be covered during the entire term of this Agreement and thereafter for at least six (6) years by officer and director liability insurance in amounts and on terms similar to that afforded to other executives and/or directors of SunGard, or its affiliates, which such insurance shall be paid by SunGard.

(c) Executive’s indemnification agreement with SunGard, as in effect before the Closing, shall continue in full force and effect for matters related to SunGard prior to the Closing, and shall be guaranteed by SunGard. SunGard shall provide Executive with a new indemnification agreement for matters arising after the Closing that is substantially comparable to that in effect prior to the Closing.

19. Governing Law and Procedures. This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws provisions. SunGard and Executive each irrevocably and unconditionally (i) agrees that any action commenced by SunGard for preliminary and permanent injunctive relief and other equitable relief, may be brought in the United States District Court for the Federal district in which Executive’s principal place of employment is located, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in the state and county in which Executive’s principal place of employment is located, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which SunGard or Executive may have to the laying of venue of any such suit, action or proceeding in any such court. SunGard and Executive each also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 9.

20. Law/Accounting Changes.

(a) If after the Closing, a change in the law or accounting rules results in a materially adverse effect on Executive’s rights and benefits under this Agreement, the Board (or its designated committee) shall review this Agreement in light of such changes in the law or accounting rules to determine whether SunGard and Executive should negotiate a new employment agreement or amend this Agreement to take into account any such changes in the law or accounting rules. Executive may also request that the Board review this Agreement in light of any such changes in the law or accounting rules. Notwithstanding the above, nothing herein obligates SunGard to negotiate or amend this Agreement.

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(b) If it is determined that that Executive’s Continuation Options have been structured in a manner that would result in adverse tax treatment under Section 409A of the Code, the parties agree to cooperate in taking all reasonable measures to restructure the arrangement to minimize or avoid such adverse tax treatment; provided, however, that, if any payment due to Executive is delayed as a result of Section 409A of the Code, Executive shall be entitled to be paid interest on such amount at an annual rate equal to the prime rate, as published in The Wall Street Journal, in effect as of the originally scheduled date of payment. If after considering all reasonable measures the parties determine that this Agreement or a related arrangement cannot be amended or restructured to minimize or avoid adverse tax treatment under Section 409A of the Code, the Executive will be entitled to payment of an additional amount to make the Executive whole, on a net after-tax basis, for any resulting excise taxes and interest charges imposed under Section 409A. Such additional amount will be paid to the Executive not later than the due date of the Executive’s tax return for the year in which the relevant tax or penalty is imposed. For the purpose of this Section 20(b), “Continuation Options” shall mean any options for stock of Capital Corp. and Capital Corp. II that have automatically converted in the Merger from options for common stock of SunGard.

21. Put Right with respect to Purchased Shares upon Termination.

(a) Upon termination of Executive’s employment for any reason, the provisions of this Section 21 shall apply with respect to any Purchased Shares (as defined below) held by Executive and Section 6 of the Stockholders Agreement shall not apply with respect to such Purchased Shares. “Purchased Shares” shall mean all Shares held by Executive that were purchased by Executive on or before the date this Agreement becomes effective. Capitalized terms used in this Section 21 and not otherwise defined in this Agreement shall have the meanings assigned to them in Executive’s Initial Option Awards.

(b) If Executive’s employment terminates as a result of Executive’s Disability or death, Executive (or the Executive’s Beneficiary) shall have a Put Option with respect to any Purchased Shares held by Executive at any time on or after Executive’s Date of Termination, provided that such Put Option shall terminate upon an IPO.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first above written.

SUNGARD DATA SYSTEMS INC.
By:	*
Name:	Michael J. Ruane
Title:	Senior Vice President – Finance, Chief Financial Officer
Executive

For good and valuable consideration, including Executive’s agreement to serve as [Title] of SunGard Data Systems Inc., the obligations of SunGard Data Systems Inc. under this Employment Agreement, dated August     , 2005, with [Executive] shall be, jointly and severally, guaranteed by SunGard Capital Corp. and SunGard Capital Corp. II. In addition, SunGard Capital Corp. and SunGard Capital Corp. II agree to be bound by the terms of Section 1.8 of the Employment Agreement which are expressly applicable to SunGard Capital Corp. and SunGard Capital Corp. II.

SUNGARD CAPITAL CORP.
By:	*
Name:	Michael J. Ruane
Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary
Dated: August     , 2005
SUNGARD CAPITAL CORP. II
By:	*
Name:	Michael J. Ruane
Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary
Dated: August     , 2005

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

Name: Michael J. Ruane

[Employment Agreement Signature Page]

EX-10.18

Exhibit 10.18

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) entered into and made effective this 11th day of August, 2005, by and between [Executive] (“Executive”) and SunGard Data Systems Inc. (“SunGard”).

WHEREAS, Executive is currently employed by SunGard, and previously entered into a Change in Control Agreement with SunGard, dated as of December 15, 2004 and clarified by memorandum dated December 30, 2004, (the “Change in Control Agreement”) pursuant to which Executive will be entitled to certain benefits if a change in control (as defined in the Change in Control Agreement) occurs;

WHEREAS, SunGard and Solar Capital Corp., a Delaware corporation, (“Merger Co”) have entered into the Agreement and Plan of Merger, dated as of March 27, 2005 and as it may be amended from time to time (the “Merger Agreement”), pursuant to which Merger Co will be merged with and into SunGard (the “Merger”);

WHEREAS, private equity funds sponsored by Silver Lake Partners, Bain Capital, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts, Providence Equity Partners and Texas Pacific Group (collectively, the “Investors”) are stockholders of SunGard Capital Corp. (“Capital Corp.”) and SunGard Capital Corp. II (“Capital Corp. II”), the holding companies of SunGard immediately after the Merger;

WHEREAS, in connection with the Merger Agreement, the Investors and Executive entered into an agreement, dated as of March 27, 2005, (the “Transition Agreement”) pursuant to which (i) the Investors and Executive agreed to Executive’s continued employment with SunGard after the consummation of the Merger (the “Closing”) on the terms and conditions set forth in the Transition Agreement and the Exhibits thereto, and (ii) Executive agreed to waive his rights and entitlements under the Change in Control Agreement effective immediately prior to the Closing in exchange for certain payments, benefits and commitments that the Investors agreed to cause to be provided under one or more definitive agreements to be entered into between SunGard and Executive in which the terms and conditions set forth in the Transition Agreement and the Exhibits thereto will be memorialized; and

WHEREAS, in accordance with the foregoing, SunGard and Executive desire to enter into this Agreement to set forth the terms of Executive’s employment with SunGard, effective as of the Closing.

NOW, THEREFORE, intending to be legally bound and in consideration of the mutual covenants and conditions herein contained, the parties hereby agree as follows:

1. Employment. Effective upon the Closing, SunGard hereby employs Executive, and Executive hereby accepts such employment and shall perform Executive’s duties and responsibilities, in accordance with the terms, conditions and provisions hereinafter set forth.

1.1. Term of Agreement and Employment Period. This Agreement shall be effective as of the Closing and shall continue in effect until December 31, 2010, provided that effective as of December 31, 2009 and as of the last day of each subsequent calendar year (each such date is referred to hereinafter as a “Year-End Date”), the term of this Agreement shall be automatically extended for an additional one (1) year period unless, at least twelve (12) months before any Year-End Date, SunGard gives written notice to Executive of intent not to renew, in which case (i) this Agreement shall terminate on the first Year-End Date that occurs at least twelve (12) months after the notice of non-renewal is provided or on such later date when SunGard’s obligations to provide severance and benefits hereunder and Executive’s obligations to comply with the restrictive covenants hereunder shall have been fully satisfied, and (ii) the Employment Period (as defined below) shall terminate on the first Year-End Date that occurs at least twelve (12) months after the notice of non-renewal is provided unless earlier terminated pursuant to Section 2 below. The period during which this Agreement is in effect is hereinafter referred to as the “Term” and the portion of the Term during which Executive is employed by SunGard hereunder is hereinafter referred to as the “Employment Period.” This Agreement shall not become effective until the Closing. Notwithstanding anything in this Agreement to the contrary, this Agreement shall be null, void and without effect upon termination of the Merger Agreement pursuant to Section 8.01 thereof.

1.2. Duties and Responsibilities. During the Employment Period, Executive shall serve as the [Title] of SunGard Data Systems Inc., or in such other position as is mutually agreed by the Chief Executive Officer of SunGard (the “CEO”) and Executive. Executive’s principal employment duties and responsibilities shall be those duties and responsibilities customary for such position and such other duties and responsibilities as Executive’s supervisor, the CEO or the Board of Directors of SunGard (the “Board”) shall reasonably assign to Executive.

1.3. Extent of Service. Executive shall use Executive’s best efforts to carry out Executive’s duties and responsibilities under Section 1.2 hereof and, consistent with the other provisions of this Agreement, shall devote substantially all of Executive’s business time, attention and energy thereto. The foregoing shall not be construed as preventing Executive from (a) making passive investments in other businesses or enterprises, or (b) engaging in any other business activity unless, in the judgment of the Board, it is likely to interfere in any material respect with Executive’s ability to discharge Executive’s duties and responsibilities to SunGard. In addition, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees; deliver lectures; fulfill speaking engagements or teach at educational institutions; and to manage personal investments (subject to the immediately preceding sentence); provided that such activities do not interfere in any material respect with the performance of Executive’s responsibilities as an employee in accordance with this Agreement. Executive may serve on one (1) corporate board of another company (and committees thereof) during the Employment Period subject to approval by the CEO, and service on any additional corporate boards or committees will require the prior approval of the Board. Notwithstanding the foregoing, to the extent that Executive is serving on the corporate board of any other company immediately prior to the Closing, Executive shall continue to be eligible to serve on such corporate board or committee after the Closing. Schedule 1 to this Agreement lists the corporate boards and committees for which Executive is serving immediately prior to the Closing.

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1.4. Base Salary. For all the services rendered by Executive hereunder, during the Employment Period, SunGard shall pay Executive a base salary at the annual rate of [Salary], payable in installments in accordance with SunGard’s normal payroll practices. During the Employment Period, Executive’s base salary shall be reviewed annually by the Board (or the compensation committee of the Board), in consultation with the CEO, pursuant to SunGard’s normal compensation and performance review policies for senior level executives, which shall be substantially similar to SunGard’s normal policies before the Closing, subject to such changes as may be approved by the CEO and the Board. The amount of any increase for each year shall be determined at such times as bonuses are normally paid to executives of SunGard and shall be retroactive to January 1 of that year. Executive’s base salary shall not be decreased during the Employment Period; provided, that the foregoing shall not apply to any reduction that is part of a general salary reduction program affecting executives of SunGard, approved by the CEO and the Board, to the extent such reduction does not reduce Executive’s Base Salary below the Base Salary of Executive as of the Closing. For purposes of this Agreement, the term “Base Salary” shall mean the amount of Executive’s base salary established from time to time pursuant to this Section 1.4.

1.5. Incentive Bonus.

(a) For the 2005 calendar year, Executive shall be eligible to receive an annual incentive bonus under SunGard’s Executive Incentive Compensation (“EIC”) plan as in effect immediately prior to the Closing, which bonus shall be determined in accordance with SunGard’s past practices and the EIC plan’s terms. The calculations of actual earnings per share, operating income or other relevant financial targets in Executive’s 2005 EIC plan will be determined on a pro forma basis as if the Merger did not occur until after December 31, 2005, using, as applicable, assumptions regarding SunGard’s capital structure for the balance of 2005, projected debt levels, software capitalization and amortization, and weighted average shares outstanding, that are consistent with SunGard’s 2005 operating budget that was provided to the Investors and on which Executive’s EIC plan targets were originally based. In determining whether the applicable financial targets have been achieved, (i) all management and transaction fees and extraordinary items and non-cash equity incentive expenses related to the Merger and (ii) solely to the extent consistent with SunGard’s past practice in determining satisfaction of EIC goals, all acquisitions and dispositions by SunGard or any of its subsidiaries in the ordinary course of business during 2005 and all items related thereto shall be disregarded.

(b) During the Employment Period, but beginning with the 2006 calendar year, Executive shall be entitled to participate in SunGard’s EIC plan which shall establish an aggregate bonus opportunity for all executives as a group and an overall compensation philosophy that are consistent with SunGard’s practice before the Closing, provided that the Board (or compensation committee of the Board) may re-align the performance metrics and other terms after consultation with the CEO. Each year, Executive’s EIC plan shall specify the annual incentive bonus amount(s) to be paid to Executive at certain specified financial performance targets, which may include (i) four quartile targets (which was the method generally used by SunGard before the Closing for incentives based on earnings per share); (ii) minimum, midpoint and maximum targets (which was the method generally used by SunGard before the Closing for incentives based on operating income); (iii) a target clearly identified as the “goal,” or (iv) some other manner of specifying financial performance targets (the fourth quartile target, maximum target, identified “goal” target or highest specified financial performance target, without taking into account any incentive override for above goal performance, is referred to as the “Goal”).

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For purposes of this Agreement, the term “Incentive Bonus” shall mean the amount of Executive’s annual incentive bonus established from time to time pursuant to this Section 1.5.

1.6. Retirement, Welfare and Other Benefit Plans and Programs. During the Employment Period, Executive shall be entitled to participate in all employee retirement, welfare, and other benefit plans and programs (other than any equity-based compensation plan or program) made available to SunGard’s senior level executives as a group or to its employees generally, as such plans and programs may be in effect from time to time and subject to the eligibility requirements of the plan or program. During the Employment Period, Executive shall be entitled to a leased car or car allowance at a monthly rate that is no less than that provided by SunGard to Executive before the Closing. During the Employment Period, Executive shall be entitled to vacation and sick leave in accordance with SunGard’s vacation, holiday and other pay for time not worked policies as in effect from time to time. Benefits pursuant to such plans, programs and policies (other than any equity-based compensation plan or program) shall be substantially similar to SunGard’s plans, programs and policies in place prior to the Closing, subject to such changes as are similar to changes previously made from time to time by SunGard to its plans, programs or policies or as may be approved by the CEO before or after the implementation of such change.

1.7. Reimbursement of Expenses. Executive shall be provided with reimbursement of reasonable expenses related to Executive’s employment by SunGard in accordance with SunGard’s normal business expense reimbursement practices, subject to such changes as may be approved by the CEO.

1.8. Stock Options.

(a) Initial Stock Option Grants. Effective upon the Closing, initial stock option grants shall be made to Executive under the SunGard 2005 Management Incentive Plan (the “Incentive Plan”). The terms and conditions of such stock option grants shall be as set forth in the time-based and performance-based stock option award agreements attached hereto as Exhibit A and Exhibit B, respectively (the “Initial Option Awards”), which are specifically incorporated herein by reference.

(b) Future Stock Option Grants.

(i) On or before December 31, 2010, Capital Corp. and Capital Corp. II shall have granted, in the aggregate, options with respect to 14.2127% of Total Equity (33,579,495.1506 Units (as defined in the Initial Option Awards)); it being understood that, except with respect to the grant of options in connection with Closing and the reallocation of a certain portion of the option pool as expressly required herein, the approval of the compensation committee of Capital Corp. and Capital Corp. II and the CEO shall be necessary for any grant of options in Capital Corp. and Capital Corp. II. The terms and conditions of any stock options granted to Executive in accordance with Section 1.8(b)(i)(a) or (b) shall be the same as the terms and conditions of the Initial Option Awards, except that the exercise price shall be the then current fair market value and vesting shall occur within the time periods set forth in this Section 1.8(b)(i).

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For purposes of this Section 1.8(b), “Total Equity” means the total outstanding shares of Class A Common Stock, par value $0.001 per share (“Class A”), and Class L Common Stock, par value $0.001 per share (“Class L”), of Capital Corp. and Preferred Stock, par value $0.001 per share (“Preferred Stock”), of Capital Corp. II immediately after Closing, calculated on a fully-diluted basis assuming the full grant and exercise of the 14.2127% (33,579,495.1506 Units) option pool referred to herein, whether or not vested or exercisable, it being understood that such options will be for Units consisting of Class A, Class L and Preferred Stock.

(a) Time-Based Options. On or before December 31, 2010, time-based options with respect to 5.8581% of Total Equity (13,840,708.1995 Units) shall have been granted by Capital Corp. and Capital Corp. II, respectively. Time-based options to purchase equity units accounting for 5.4550% of Total Equity (12,888,326.6328 Units) will be granted at Closing, with (i) 3.5264% of Total Equity (8,331,732.5137 Units) in grants made to Senior Managers and 1.9286% of Total Equity (4,556,594.1191 Units) in grants made to Key Employees. The remaining 0.4031% (952,381.5666 Units) (0.3317% (783,688.8257 Units) for Senior Managers and 0.0714% (168,692.7409 Units) for Key Employees) will be held back to be granted in connection with future hires, promotions and rebalancing, with the excess, if any, of 0.08062% of Total Equity (190,476.3133 Units) over that percentage of Total Equity with respect to which time-based options were granted in connection with new hires, promotions, and rebalancing to be granted at the end of each of 2006 and 2007 to all persons (“Founders”) who received time-based options at Closing (such excess, the “Unused Time-Based Pool”); provided, that the percentage of Total Equity available for grants of time-based options in connection with new hires, promotions and rebalancing in subsequent years shall be correspondingly reduced. Each Founder’s percentage share of the Unused Time-Based Pool allocated in 2006 or 2007 (subject to such Founder’s employment with SunGard at the time of allocation) shall equal (x) the number of equity units covered by time-based options included in such Founder’s initial option award, divided by (y) the total number of equity units covered by all time-based options included in initial option awards granted on the Closing Date to all Founders (who are employed by SunGard or any of its affiliates at the time of allocation) as a group (excluding the CEO). For purposes of this Section 1.8(b), (i) “Senior Managers” shall mean those Founders who receive time-based options and performance-based options in connection with Closing, and (ii) “Key Employees” shall mean those Founders who receive time-based options, but not performance-based options, in connection with Closing.

(b) Performance-Based Options. On or before December 31, 2010, performance-based options with respect to 8.3545% of Total Equity (19,738,786.9512 Units) shall have been granted by Capital Corp. and Capital Corp. II to Senior Managers, consisting of 7.7576% of Total Equity (18,328,525.0878 Units) in grants made in connection with the Closing and the remaining 0.5969% (1,410,261.8634 Units) from a reserve pool for grants in connection with new hires, promotions, and rebalancing. At the end of each of 2006, 2007 and 2008, performance-based options shall be allocated among Senior Managers with respect to the excess, if any, of 0.11938% of Total Equity (282,052.3727 Units) over that percentage of Total Equity with respect to which performance-based options were granted in connection with new hires, promotions, and rebalancing in such year (such excess, the “Unused Performance-Based Pool”), and the percentage of Total Equity available for grants of performance-based options in connection with new hires, promotions, and rebalancing in subsequent years shall be correspondingly reduced. Each Senior Manager’s percentage share of

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the Unused Performance-Based Pool allocated in 2006, 2007, or 2008 (subject to such Senior Manager’s continued employment with SunGard) shall equal (x) the number of equity units covered by performance-based options included in such Senior Manager’s initial option award, divided by (y) the total number of equity units covered by all performance-based options included in initial option awards granted on the Closing Date to all Senior Managers (who are employed by SunGard or any of its affiliates at the time of allocation) as a group (excluding the CEO).

(ii) Any options granted under Section 1.8 that are forfeited or cancelled, or with respect to which shares issued upon exercise thereof have been called by Capital Corp., Capital Corp. II or other shareholders of Capital Corp. II pursuant to the applicable option awards or stockholders agreement by and among Capital Corp., certain of its subsidiaries and stockholders of Capital Corp. (the “Stockholders Agreement”) will be subject to allocation as determined by the board of Capital Corp. (or the compensation committee of Capital Corp.) and the CEO.

(iii) SunGard acknowledges and agrees that Executive is entering into this Agreement in reliance on the commitment of Capital Corp. and Capital Corp. II to the Senior Managers as a group and to the Key Employees as a group as set forth in this Section 1.8(b) and may enforce the provisions of this Section 1.8(b) on their behalf, including with equitable remedies to the extent available at law, and that Executive is entering into this Agreement in reliance on the acknowledgement set forth in this Section 1.8(b)(iii).

2. Termination. The Employment Period shall end and Executive’s employment shall terminate upon the occurrence of any of the first to occur of any of the events described in Sections 2.1 through 2.4 below.

2.1. Termination Without Cause; Resignation for Good Reason.

(a) SunGard may terminate Executive’s employment under this Section 2.1 at any time without Cause (as defined in Section 2.7(d)) upon not less than ninety (90) days’ prior written notice to Executive; provided, however, that, in the event that such notice is given, Executive shall be allowed to seek other employment during such notice period. In addition, Executive may terminate Executive’s employment under this Section 2.1 by voluntarily resigning for Good Reason (as defined in Section 2.7(i)). Executive shall give SunGard not less than thirty (30) days prior written notice of such resignation, which notice must be given within ninety (90) days after the cure period for correcting the event or condition constituting Good Reason has expired without SunGard curing the event or condition resulting in Good Reason. Further, Executive’s employment shall be considered to have been terminated under this Section 2.1 if, after SunGard has provided notice of intent not to renew as provided in Section 1.1, Executive’s employment terminates on the last day of the Employment Period. This Section 2.1 shall not apply if Executive’s employment is terminated by Executive without Good Reason or on account of retirement (see Section 2.2), or as a result of Executive’s Disability (as defined in Section 2.7(h)) or death (see Section 2.3), or by SunGard for Cause (see Section 2.4). Any termination by SunGard of Executive’s employment that is not a termination under Section 2.3 or Section 2.4 shall be considered a termination by SunGard without Cause under this Section 2.1.

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(b) Upon any termination of Executive’s employment under this Section 2.1, no further payments and benefits shall be due under Section 1 of this Agreement after the end of the Employment Period and, if Executive executes and does not revoke the Release (as defined in Section 2.7(j)), then after Executive’s Date of Termination (as defined in Section 2.7(g)) Executive shall be entitled to receive all of the following:

(i) SunGard shall pay to Executive a lump sum cash payment equal to the Applicable Multiplier (as defined in Section 2.7(b)) multiplied by the sum of (1) Executive’s Base Salary at the rate in effect on Executive’s Date of Termination or such higher rate in effect immediately before any reduction thereof that constituted Good Reason, plus (2) Executive’s Target Incentive Bonus (as defined in Section 2.7(k)), payable within ten (10) days after Executive’s Date of Termination.

(ii) Executive shall receive all Accrued Compensation (as defined in Section 2.7(a)).

(iii) During the Continuation Period (as defined in Section 2.7(f)), SunGard shall provide to Executive continued coverage under the retirement, life insurance, long-term disability, medical, dental and other group health benefits and plans in effect for senior level executives of SunGard (or substantially comparable coverage) for Executive and, where applicable, Executive’s spouse, dependents and beneficiaries, at the same contribution or premium rate as may be charged from time to time for active employees of SunGard generally, as if Executive had continued in employment during such period. As an alternative, SunGard may elect to pay Executive cash in lieu of such contributions or coverage in an amount equal to Executive’s after-tax cost of obtaining comparable coverage, so long as such payments are permitted without adverse tax effect to Executive under section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”). The COBRA health care continuation coverage period under section 4980B of the Code, or any replacement or successor provision of United States tax law, shall, if permitted by law and applicable plan terms, commence immediately after the Continuation Period.

(iv) SunGard shall provide a release substantially in the form attached hereto as Exhibit D. If SunGard does not provide the release required pursuant to this Section 2.1(b)(v), the Release shall be null, void and without effect, and Executive shall still receive all of the payments and benefits described in subsections (i) through (iv) above.

(v) Executive’s right to receive and retain any of the payments or benefits under Sections 2.1(b)(i) and (iii) is expressly contingent upon Executive’s full compliance with Section 5 hereof.

(c) Upon any termination of Executive’s employment under this Section 2.1, unless Section 2.1(b)(v) applies, if Executive does not execute the Release or if Executive revokes the Release, then (i) Executive shall not be entitled to the compensation and benefits provided for in subsection (b) of this Section 2.1, (ii) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (iii) Executive shall receive all Accrued Compensation.

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2.2. Resignation Without Good Reason; Retirement.

(a) Executive may terminate Executive’s employment by voluntarily resigning other than for Good Reason upon ninety (90) days’ prior written notice. In such event, unless Section 2.2(b) applies, (i) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (ii) Executive shall receive all Accrued Compensation. SunGard may elect to waive the notice period or any portion thereof, and, if SunGard so waives, SunGard will continue to pay Executive’s Base Salary during the notice period.

(b) At any time after the third anniversary of the Closing, provided that Executive is then at least 62 years of age, Executive may terminate Executive’s employment by voluntarily retiring upon at least ninety (90) days’ prior written notice to SunGard. In such event, (i) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, (ii) Executive shall receive all Accrued Compensation, and (iii) if Executive executes and does not revoke the Release, SunGard shall enter into a consulting agreement with Executive pursuant to which (A) Executive shall be retained as a consultant for the twelve (12) month period immediately after the Executive’s Date of Termination (the “Consulting Period”), (B) Executive shall receive retainer fees of $10,000 per month during the Consulting Period, and (C) Executive shall be available during the Consulting Period for up to 50 hours per month at mutually agreeable times and places to consult with SunGard as to issues within Executive’s knowledge and expertise. In connection with Executive’s voluntary retirement pursuant to this Section 2.2(b), SunGard shall provide a release substantially in the form attached hereto as Exhibit D. If SunGard does not provide the release required pursuant to the foregoing sentence, the Release given by Executive shall be null, void and without effect, and Executive shall still receive all of the payments and benefits described in subsections (i) through (iii) above.

2.3. Termination Due to Disability or Death. SunGard may terminate Executive’s employment immediately upon notice if Executive has incurred a Disability; provided, however, that SunGard shall continue to pay Executive’s Base Salary, which shall be reduced by any disability income benefits received by Executive from SunGard or any insurance plans maintained by SunGard, and shall continue to provide to Executive all benefits then in effect and due under this Agreement until SunGard acts to terminate Executive’s employment due to a Disability. If SunGard terminates Executive’s employment due to a Disability, or if Executive dies while employed by SunGard, then (a) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (b) Executive (or Executive’s Beneficiary) shall receive all Accrued Compensation.

2.4. Termination for Cause. SunGard may terminate Executive’s employment at any time for Cause. In such event, (a) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (b) Executive shall receive all Accrued Compensation.

2.5. Notice of Termination. Any termination of Executive’s employment shall be communicated by a written notice of termination to the other party hereto given in accordance with Section 8. The notice of termination shall (a) indicate the specific termination provision in this Agreement relied upon, (b) briefly summarize the facts and circumstances deemed to

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provide a basis for a termination of employment, and (c) specify the Date of Termination in accordance with the requirements of this Agreement.

2.6. No Duty to Mitigate. Executive shall not be required to mitigate the amount of any cash payment or the value of any benefit provided for in this Agreement by seeking other employment, by seeking benefits from another employer or other source, or by pursuing any other type of mitigation. No payment or benefit provided for in this Agreement shall be offset or reduced by the amount of any cash compensation or the value of any benefit provided to Executive in any subsequent employment or from any other source. Notwithstanding the foregoing, if, during the Continuation Period, Executive begins to receive group health benefits from another employer that substantially duplicate health benefits being provided by SunGard pursuant to this Section 2, then Executive shall promptly notify SunGard of the duplicate benefits and SunGard may discontinue the duplicate benefits being provided pursuant to this Section 2.

2.7. Definitions.

(a) “Accrued Compensation” means all compensation, benefit payments, reimbursements and other amounts earned by, payable to, or accrued and vested for Executive through and including Executive’s Date of Termination, but not paid as of Executive’s Date of Termination, including, but not limited to, (i) Base Salary, (ii) the Target Incentive Bonus, multiplied by the number of days in which Executive was employed by SunGard during the Year of Termination for the Target Incentive Bonus, including the Date of Termination, divided by 365, (iii) Executive’s Incentive Bonus for the fiscal year that ended immediately prior to Executive’s Date of Termination to the extent such Incentive Bonus was accrued and earned by, but not yet paid to, Executive as of Executive’s Date of Termination, (iv) pay for accrued, but unused, vacation, (v) reimbursable business expenses incurred by Executive on behalf of SunGard and (vi) employment or retirement benefits accrued and owing to Executive under any employee benefit program of SunGard. Notwithstanding the foregoing, for purposes of Sections 2.1(c), 2.2(a), and 2.4, “Accrued Compensation” shall not include item (ii) in the immediately preceding sentence. SunGard shall pay to Executive (or to Executive’s Beneficiary) a lump sum cash payment of all Accrued Compensation, payable within ten (10) days after Executive’s Date of Termination, and Executive (or Executive’s Beneficiary) shall receive any vested benefits Executive accrued or earned in accordance with the terms of any applicable benefit plans and programs of SunGard.

(b) “Applicable Multiplier” means [three (3) or two (2)].

(c) “Beneficiary” means, in the event of Executive’s death, Executive’s legal representative, executor, administrator or designated beneficiary, as applicable

(d) “Cause” means the occurrence of the events described in the following subsections (i) through (iii), provided that no act or failure to act by Executive shall be deemed to constitute Cause if done, or omitted to be done, in good faith and with the reasonable belief that the action or omission was in the best interests of SunGard:

(i) at least two-thirds (2/3) of the members of the Board determined in good faith that Executive (A) was guilty of gross negligence or willful misconduct in the

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performance of his duties for SunGard (other than due to illness or injury suffered by Executive or a member of his family, or comparable personal problem), (B) breached or violated, in any material respect, any agreement between Executive and SunGard or any material policy in SunGard’s Business Conduct and Compliance Program (as amended from time to time), or (C) committed an act of dishonesty or breach of trust, or is convicted of a crime, and the result of such dishonesty, breach of trust, or conviction of a crime is that there is material or potentially material financial or reputational harm to SunGard; and

(ii) such determination was made at a duly convened meeting of the Board (A) of which Executive received written notice at least ten (10) days in advance, which notice shall have set forth in reasonable detail the facts and circumstances claimed to provide a basis for a finding that one of the events described in subsection (i) above occurred, and (B) at which Executive had a reasonable opportunity to make a statement and answer the allegations against Executive; and

(iii) either (A) Executive was given a reasonable opportunity to take remedial action but failed or refused to do so, or (B) at least two-thirds (2/3) of the members of the Board also determined in good faith, at such meeting, that an opportunity to take remedial action would not have been meaningful under the circumstances.

(e) “Change of Control” means the occurrence of (a) any consolidation or merger of Capital Corp. (or any other parent company (a “Parent Company”) of SunGard that owns each of the Availability Services Business, Financial Systems Business, Higher Education Systems Business and Public Sector Business (each as defined below)) with or into any other person, or any other corporate reorganization, transaction or transfer of securities of Capital Corp. (or such other Parent Company) by its stockholders, or series of related transactions (including the acquisition of capital stock of Capital Corp. or such other Parent Company), whether or not Capital Corp. (or such other Parent Company) is a party thereto, in which the stockholders of Capital Corp. immediately prior to such consolidation, merger, reorganization or transaction, own, directly or indirectly, capital stock either (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the economic interests in or voting power of Capital Corp. (or such other Parent Company) or other surviving entity immediately after such consolidation, merger, reorganization or transaction or (ii) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors of Capital Corp. (or such other Parent Company) or other surviving entity immediately after such consolidation, merger, reorganization or transaction, (b) any transaction or series of related transactions, whether or not Capital Corp. (or such other Parent Company) is a party thereto, after giving effect to which in excess of fifty percent (50%) of the voting power of Capital Corp. (or such other Parent Company) is owned directly, or indirectly through one or more entities, by any person and its “affiliates” or “associates” (as such terms are defined in the Rules promulgated under the Exchange Act of 1934, as amended (the “Exchange Act Rules”)) or any “group” (as defined in the Exchange Act Rules), other than, directly or indirectly, Qualified Institutional Investors (as defined in the Stockholders Agreement) (and in the case of a “group”, excluding a percentage of such “group” equal to the percentage of the voting power of such group controlled by any Qualified Institutional Investors), excluding, in any case referred to in clause (a) or (b) any Initial Public Offering (as defined in the Stockholders Agreement) or any bona fide primary or secondary public offering following the occurrence of an Initial Public Offering; or (c) a sale, lease or other disposition of all or substantially all of the assets of Capital

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Corp. or such other Parent Company, in each case on a consolidated basis with its subsidiaries (including the stock of SunGard), excluding, in any case referred to in clause (c), any sale, lease or other disposition to an entity of which the stockholders of Capital Corp. immediately prior to the sale, lease or other disposition own, directly or indirectly, through one or more entities, capital stock either representing directly, or indirectly through one or more entities, 50% or more of the economic interests or voting power. For the avoidance of doubt, a spin-off of one of the Businesses, Sale of a Business or a comparable transaction shall not, in any case, constitute a Change of Control.

(f) “Continuation Period” means the period beginning on the Date of Termination and ending on the anniversary of the Date of Termination that equals the Applicable Multiplier.

(g) “Date of Termination” means the date that the termination of Executive’s employment with SunGard is effective on account of Executive’s death, Executive’s Disability, termination by SunGard for Cause or without Cause, or by Executive for Good Reason or without Good Reason, as the case may be. The Employment Period shall end on the Date of Termination. “Year of Termination” means the fiscal year for the applicable performance period during which Executive’s Date of Termination occurs.

(h) “Disability” means (i) Executive has suffered a physical or mental illness or injury that has impaired Executive’s ability to substantially perform Executive’s full-time duties with SunGard with or without reasonable accommodation for a period of 180 consecutive days and that qualifies Executive for benefits under SunGard’s group long-term disability plan, and (ii) Executive has not substantially returned to full time employment before the Date of Termination specified in the notice of termination.

(i) “Good Reason” means (X) the occurrence, without Executive’s express written consent (which may be withheld for any reason or no reason), of any of the events or conditions described in the following subsections (i) through (viii), provided that upon Executive’s becoming aware or at such time as Executive should have been aware of the occurrence of any such event or condition or series of related events or conditions, Executive shall have given notice of Good Reason to SunGard and SunGard shall not have fully corrected the situation within ten (10) days after such notice of Good Reason.

(i) A reduction by SunGard in Executive’s Base Salary (other than a reduction that is part of a general salary reduction program affecting executives of SunGard, approved by the Chief Executive Officer and the Board consistent with Section 1.4 hereof); or

(ii) A reduction or negative change by SunGard in the type or level of compensation and benefits (other than Base Salary) to which Executive is entitled under this Agreement, other than any such reduction or change that is part of and consistent with a general reduction or change applicable to all officers of SunGard unrelated to a Change of Control; or

(iii) A failure by SunGard to pay or provide to Executive any compensation or benefits to which Executive is entitled; or

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(iv) A change in Executive’s status, positions, titles, offices or responsibilities that constitutes a material and adverse change from Executive’s status, positions, titles, offices or responsibilities as in effect immediately before such change; or the assignment to Executive of any duties or responsibilities that are substantially inconsistent with Executive’s status, positions, titles, offices or responsibilities as in effect immediately before such assignment; or any removal of Executive from or failure to reappoint or reelect Executive to any of such positions, titles or offices; provided that termination of Executive’s employment by SunGard for Cause, by Executive other than for Good Reason (as defined in any of the other subsections of this subsection (i)) or as a result of Executive’s death or Disability shall not be deemed to constitute or result in Good Reason under this subsection (iv); or

(v) (A) If Executive was based at SunGard’s principal executive offices in Wayne, Pennsylvania, as of the day immediately prior to Closing, SunGard’s changing the location of SunGard’s principal executive offices to a location more than thirty (30) miles from the location of such offices, or SunGard’s requiring Executive to be based at a location other than SunGard’s principal executive offices; (B) if Executive was based at a SunGard location in Manhattan as of the day immediately prior to the Closing, SunGard’s requiring Executive to be based at a location outside Manhattan; or (C) if Executive was not based at SunGard’s principal executive offices or at a SunGard location in Manhattan on the day immediately prior to the Closing, SunGard’s requiring Executive to be based at any location which results in Executive’s regular commuting distance being thirty (30) or more miles greater than Executive’s regular commuting distance as of the day immediately prior to the Closing; provided that in all such cases SunGard may require Executive to travel on SunGard business including being temporarily based at other SunGard locations as long as such travel is reasonable and is not materially greater or different than Executive’s travel requirements before the Closing; or

(vi) Any material breach by SunGard of this Agreement or any other agreement between SunGard and Executive; or

(vii) The failure by SunGard to obtain, before completion of either (A) a Change of Control, or (B) the Sale of a Business (as defined in Section 3.2(c)) if Executive is not employed by the Retained Business (as defined in Section 3.2(b)) after the Sale of a Business, an agreement in writing from any successors and assigns, to assume and agree to perform this Agreement; or

(viii) The provision of notice by SunGard pursuant to Section 1.1 of nonrenewal of this Agreement.

(j) “Release” means a release substantially in the form of Exhibit C attached to this Agreement, which may be subsequently modified only based on recommendations of SunGard’s counsel to reflect changes in applicable law after the date of this Agreement.

(k) “Target Incentive Bonus” means Executive’s annual Incentive Bonus amount(s) payable at the Goal(s) in accordance with the Executive’s EIC plan for the Year of Termination, or such higher amount(s) in effect immediately before any reduction thereof that constituted Good Reason.

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3. Sale of a Business.

3.1. Employment With Sold Business. Upon the Sale of a Business, if Executive is employed by the Sold Business (as defined in Section 3.2(d)) immediately before completion of the sale, then at the time of the Sale of a Business, Executive may request that the Retained Business hire Executive on terms and conditions substantially similar to those set forth in this Agreement, and the Retained Business shall use its commercially reasonable efforts to hire Executive, if practicable.

3.2. Definitions.

(a) “Business” means SunGard’s businesses after the Closing, which consists of four separate businesses: (i) the availability services business segment (the “Availability Services Business”), (ii) the investment support systems business segment (the “Financial Systems Business”), (iii) the higher education systems business segment (the “Higher Education Systems Business”), and (iv) the public sector systems business segment (the “Public Sector Business”). For purposes of this Agreement, any future business acquired by SunGard after Closing that is not included in the Availability Services Business will automatically be considered part of the Financial Systems Business, Higher Education Systems Business or Public Sector Business, as determined by the Board in its sole discretion.

(b) “Retained Business” means the Business that is not being sold in the Sale of a Business.

(c) “Sale of a Business” means the sale, exchange or other disposition or transfer of all or substantially all of the business or assets of one of the four Businesses to a purchaser that is unrelated to SunGard or any of the Investors; provided that a Sale of a Business shall not also constitute a Change of Control.

(d) “Sold Business” means the Business that is being sold in the Sale of a Business.

4. Tax Gross-Up Payments.

4.1. Amount. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment (including any of the Tax Gross-Up Payments as defined below in this Section 4.1) or benefit (including any accelerated vesting of options or other equity awards) made or provided, or to be made or provided, by SunGard (or any successor thereto or affiliate thereof) to or for the benefit of Executive, whether pursuant to the terms of this Agreement, any other agreement, plan, program or arrangement of or with SunGard (or any successor thereto or affiliate thereof) or otherwise (a “Total Payment”), will be subject to the excise tax imposed by section 4999 of the Code or any comparable tax imposed by any replacement or successor provision of United States tax law (the “Excise Tax”), in spite of all customary reasonable efforts by SunGard and Executive to avoid incurring such tax, including by procuring a shareholder vote in satisfaction of the shareholder approval requirements described in Treas. Reg. Section 1.280G-1, Q&A-7, to the extent applicable, then SunGard shall pay to Executive one or more additional cash payments (the “Tax Gross-Up Payments”) in such amounts so that the net cash amount retained by Executive, after deduction or payment of (a) the

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Excise Tax imposed on the Total Payments (including the Excise Tax imposed on the Tax Gross-Up Payments) and (b) all federal, state and local income and employment taxes imposed upon the Tax Gross-Up Payments, shall equal the excess of the Total Payments over the Tax Gross-Up Payments (it being understood that this is a circular definition that requires a reiterative calculation); provided, that to the extent any Tax Gross-Up Payment would be considered deferred compensation for purposes of section 409A of the Code, the manner and time of payment, and the provisions of this Section 4, shall, if possible, be adjusted to the mutual satisfaction of SunGard and Executive to the extent necessary (but only to the extent necessary) to comply with the requirements of section 409A of the Code with respect to such payment so that the payment does not give rise to the interest or additional tax amounts described at section 409A(a)(1)(B) or section 409A(b)(4) of the Code (the “Section 409A penalties”); and further provided, that if, notwithstanding the immediately preceding proviso, the Tax Gross-Up Payment cannot be made to conform to the requirements of Section 409A of the Code without economic consequences that are greater than the lesser of 5% of the Tax Gross-Up Payment with respect to Executive or $75,000, the amount of the Tax Gross-Up Payment shall be determined by taking into account any amount necessary to pay the Section 409A penalties. For purposes of this Agreement, the term Total Payment shall also include any payments or benefits made or provided, or to be made or provided, to Executive that become subject to the Excise Tax as a result of the Merger of Merger Co with and into SunGard, irrespective of whether such payments or benefits are made or provided before or after the Closing, but in all events subject to the proviso in the preceding sentence.

4.2. Method of Determination. One or more determinations (each a “Tax Determination”) as to (a) whether any of the Total Payments will be subject to the Excise Tax, (b) the amount of the Excise Tax imposed thereon, and (c) the calculation of the related Tax Gross-Up Payment shall be made by SunGard in consultation with such accounting and tax professionals as SunGard considers necessary (with all costs related thereto paid by SunGard). For purposes of determining whether any of the Total Payments will be subject to the Excise Tax, (i) all of the Total Payments shall be treated as “parachute payments” (within the meaning of section 280G of the Code) unless and to the extent that in the written advice of an independent accountant selected (and paid for) by SunGard and reasonably acceptable to Executive (the “Accountant”), certain Payments should not constitute parachute payments, and (ii) all “excess parachute payments” (within the meaning of section 280G of the Code) shall be treated as subject to the Excise Tax unless and only to the extent that the Accountant advises SunGard that such excess parachute payments are not subject to the Excise Tax. For purposes of determining the amount of any Tax Gross-Up Payment, Executive shall be deemed to pay (x) federal income tax at the highest marginal rate in effect for the calendar year during which such Tax Gross-Up Payment is to be made, (y) FICA taxes at the highest rate applicable to wages in excess of the Social Security taxable wage base in effect for such calendar year, and (z) state and local income taxes at the highest marginal rates in effect for such calendar year in the state and local municipality of Executive’s principal residence as of the Date of Termination or the date that any portion of the Total Payment becomes subject to the Excise Tax, net of the reduction in federal income tax attributable to the deduction of such state and local income taxes, and taking into account any limitation on deductions or credits or comparable negative impact for purposes of federal income tax as a result of the Total Payments made to Executive during such calendar year.

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4.3. Finalization and Payment. An initial Tax Gross-Up Payment shall be made to Executive within ten (10) days after the Date of Termination or such other prior or subsequent date that any portion of any Total Payment becomes subject to the Excise Tax (such tenth day is referred to as a “Payment Date”); provided that if the amount thereof cannot be fully determined by the Payment Date, SunGard shall pay to Executive by the Payment Date an estimate of such payment, determined by SunGard reasonably and in good faith, and SunGard shall pay to Executive the remainder of such payment (if any) as soon as the amount thereof can be determined but in no event later than twenty (20) days after the Payment Date. Whenever any Tax Gross-Up Payment (or estimate thereof) is made to Executive, SunGard shall provide to Executive SunGard’s Tax Determination related to such payment, together with detailed supporting calculations and explanations and, if applicable, written advice of an Accountant. Executive shall have the right to dispute any Tax Determination (a “Tax Dispute”) by so notifying SunGard within fifteen (15) days after receiving such Tax Determination and the required supporting documentation. Each Tax Determination shall become final and binding upon the parties (a) if there is no Tax Dispute, at the end of such fifteen (15) day period, without change, or (b) if there is a Tax Dispute, upon final resolution of such Tax Dispute, with such changes as may result from such Tax Dispute. Other than the initial or an estimated Tax Gross-Up Payment as provided for above, any Tax Gross-Up Payment due from SunGard to Executive shall be paid within ten (10) business days after the related Tax Determination becomes final and binding, provided that, in the event of a Tax Dispute, any undisputed portion of the Tax Gross-Up Payment shall be paid within ten (10) business days after Executive notifies SunGard of the Tax Dispute.

4.4. Underpayments and Overpayments. The parties acknowledge that, as a result of potential uncertainties in the application of the provisions of the Code dealing with the Excise Tax, it is possible that Tax Gross-Up Payments should have been made by SunGard but were not (an “Underpayment”) or that Tax Gross-Up Payments made by SunGard should not have been made (an “Overpayment”). In either such event, SunGard shall make a Tax Determination of the amount of the Underpayment or Overpayment that has occurred, and Executive shall have the right to initiate a Tax Dispute related thereto. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by SunGard to or for the benefit of Executive. In the case of an Overpayment, Executive shall, at the direction and expense of SunGard, take such steps as are reasonably necessary (including promptly refunding the amount of such overpayment and filing amended returns and claims for refunds), follow SunGard’s reasonable instructions and otherwise reasonably cooperate with SunGard to correct such Overpayment.

5. Restrictive Covenants.

5.1. Non-disclosure. At all times after the Closing and continuing at all times after Executive’s Date of Termination, and except as required by applicable law or in a judicial or administrative proceeding, Executive shall not disclose to anyone outside Capital Corp., or use for the benefit of anyone other than Capital Corp., any confidential or proprietary information relating to Capital Corp.’s business, whether acquired by Executive before, during or after employment with SunGard. Executive acknowledges that Capital Corp.’s proprietary and confidential information includes, by way of example: (a) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (b) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (c) pricing policies, information about costs, profits and sales, methods

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of delivering software and services, marketing and sales strategies, and software and service development strategies; (d) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (e) screen designs, report designs and other designs, concepts and visual expressions for software products; (f) employment and payroll records; (g) forecasts, budgets, acquisition models and other non public financial information; and (h) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies. The provisions of this Section 5.1 shall survive any termination or expiration of this Agreement.

5.2. Works and Ideas. Executive shall promptly communicate to Capital Corp., in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “Works and Ideas”) pertaining to Capital Corp.’s business in any material respect, whether or not patentable or copyrightable, that are made, written, developed or conceived by Executive, alone or with others, at any time (during or after business hours) while Executive is employed by SunGard or Capital Corp. (including at any time prior to the date of this Agreement) or during the three (3) months after Executive’s Date of Termination. Except as set forth below, Executive acknowledges that all of those Works and Ideas will be Capital Corp.’s exclusive property, and hereby assigns and agrees to assign all of Executive’s right, title and interest in those Works and Ideas to Capital Corp. Except as set forth below, Executive shall sign all documents that Capital Corp. reasonably requests to confirm its ownership of those Works and Ideas, and shall reasonably cooperate with Capital Corp., at Capital Corp.’s expense, to allow Capital Corp. to take full advantage of those Works and Ideas. This provision shall not require the assignment of any invention to Capital Corp. by Executive which Executive developed entirely on Executive’s own time without using Capital Corp.’s equipment, supplies, personnel, facilities or confidential or trade secret information, unless the invention in any way arises from or relates to, at the time of conception or reduction to practice, to Capital Corp.’s business, or actual or demonstrably anticipated research or development, or is connected in any way with work performed by Executive for Capital Corp.

5.3. Non-competition and Non-solicitation. During the Employment Period, the Continuation Period, and the Consulting Period, if applicable, whether or not payments are being made, provided that SunGard has not defaulted in any material respect upon any of its obligations under this Agreement or otherwise to Executive, Executive shall not, directly or indirectly, (a) render any material services for any organization, or engage in any business, that competes in any material respect with Capital Corp.’s business, or (b) solicit or contact, for the purpose or with the effect of competing or interfering with Capital Corp.’s business in any material respect (i) any customer or acquisition target under contract with Capital Corp. at any time during the last two (2) years of Executive’s employment with SunGard, (ii) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from Capital Corp. at any time during the last two (2) years of Executive’s employment with Capital Corp., (iii) any affiliate of any such customer or prospect, (iv) any of the individual contacts at customers or acquisition targets established by Capital Corp., Executive or others at Capital Corp. during the period of Executive’s employment with SunGard, or (v) any individual who is an employee or independent contractor of Capital Corp. at the time of the solicitation or contact

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or who was an employee or independent contractor of Capital Corp. within three (3) months before such time.

5.4. Injunctive Relief. Executive acknowledges that Executive’s failure to perform any of the covenants in this Section 5 would cause irreparable injury to Capital Corp. and SunGard and cause damages to Capital Corp. and SunGard that would be difficult or impossible to ascertain or quantify. Accordingly, without limiting any other remedies that may be available with respect to any breach of this Section 5, Executive consents to the entry of an injunction to restrain any breach of this Section 5, without the posting of a bond.

5.5. Scope. For purposes of this Section 5, as applicable, the term “Capital Corp.” shall include (a) Capital Corp. and all of its subsidiaries (including, but not limited to, SunGard) and (b) SunGard and all of its subsidiaries for periods before the Closing. Notwithstanding Section 10(b) of this Agreement, upon a Change of Control, or upon the Sale of a Business if Executive is not employed by the Retained Business, the restrictive covenants of this Section 5 are intended to apply and shall apply only to the business of Capital Corp. or its subsidiaries or the Sold Business as conducted immediately preceding the sale and not to any greater scope of business or other businesses that may be conducted by the acquirer of or successor to Capital Corp. or the Sold Business that assumes this Agreement as a result of the sale.

6. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by SunGard, as applicable, and for which Executive may qualify; provided, however, that if Executive becomes entitled to and receives the payments provided for in Section 2.1(b) of this Agreement, Executive hereby waives Executive’s right to receive payments under any severance plan or policy applicable to all employees of SunGard, as applicable.

7. Survivorship. The respective rights and obligations of the parties under this Agreement shall survive any termination of Executive’s employment to the extent necessary to preserve the intention of such rights and obligations.

8. Notices. All notices and other communications required or permitted under this Agreement or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when received):

If to SunGard, to:

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, PA 19087

Attention: Victoria E. Silbey, Esquire

With a required copy to:

Ropes & Gray LLP

One International Place

Boston, MA 02110

Attention: Alfred O. Rose, Esquire

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If to Executive, to:

With a required copy to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103-2921

Attention: Robert J. Lichtenstein, Esquire

or to such other names or addresses as SunGard or Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section.

9. Contents of Agreement; Amendment and Assignment.

(a) This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment approved by the Board and executed on its behalf by a duly authorized officer (other than Executive) and by Executive. This Agreement supersedes the provisions of any employment or other agreement between Executive and SunGard that relate to any matter that is also the subject of this Agreement, including, but not limited to, the Change in Control Agreement and the Transition Agreement, and such other agreements are terminated immediately prior to Closing and will be null and void as of the Closing; provided, however, that this provision shall not apply to any agreement outstanding on the date this Agreement becomes effective related to (1) Executive’s options to purchase or other rights to equity of Capital Corp., a subsidiary of Capital Corp., or SunGard or (2) Executive’s rights to indemnification as an officer and/or director of SunGard.

(b) All of the terms and provisions of this Agreement, including, but not limited to the restrictive covenants of Section 5 of this Agreement, shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Executive under this Agreement are of a personal nature and shall not be assignable or delegatable in whole or in part by Executive. SunGard shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of SunGard, or the successor of a Business if a Sale of a Business occurs and Executive is not employed by the Retained Business, within fifteen (15) days of such succession, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as SunGard would be required to perform if no such succession had taken place.

10. Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this

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Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

11. Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Agreement or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

12. Beneficiaries/References. Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit payable under this Agreement following Executive’s death by giving SunGard written notice thereof. In the event of Executive’s death or a judicial determination of Executive’s incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to Executive’s beneficiary, estate or other legal representative.

13. Miscellaneous. All Section headings used in this Agreement are for convenience only. This Agreement may be executed in counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.

14. Withholding. All payments under this Agreement shall be made subject to applicable tax withholding, and SunGard shall withhold from any payments under this Agreement all federal, state and local taxes as SunGard is required to withhold pursuant to any law or governmental rule or regulation. Executive will deliver to SunGard amounts required to be withheld from non-cash compensation. Except as specifically provided otherwise in this Agreement, Executive shall bear all expense of, and be solely responsible for, all federal, state and local taxes due with respect to any payment received under this Agreement.

15. No Withholding of Undisputed Payments. During the pendency of any dispute or controversy, SunGard shall not withhold any payments or benefits due to Executive, whether under this Agreement or otherwise, except for the specific portion of any payment or benefit that is the subject of a bona fide dispute between the parties.

16. Legal Fees and Expenses. All costs and expenses (including court and arbitration costs and reasonable legal fees and expenses that reflect common practice with respect to the matters involved) (“Legal Costs”) incurred by Executive as a result of any claim, action or proceeding arising out of this Agreement or the contesting, disputing or enforcing of any provision, right or obligation under this Agreement (a “Claim”) shall be paid, or reimbursed to Executive on an after-tax basis as to (a) 100% of such Legal Costs if Executive either recovers damages (in cash or in-kind, such as benefits) or is the prevailing party on a material non-monetary claim (such as a dispute regarding a restrictive covenant), and (b) 50% of such Legal Costs if Executive does

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not recover any damages and is not the prevailing party on any material non-monetary claim; provided, that the dispute was a bona fide dispute by Executive and that Executive did not act in bad faith.

17. Indemnification.

(a) SunGard shall indemnify Executive, to the fullest extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by Executive, including the cost of legal counsel, in connection with any action, suit or proceeding to which Executive may be made a party by reason of Executive being or having been an officer, director, or employee of SunGard or any of their respective subsidiaries or affiliates.

(b) Executive shall be covered during the entire term of this Agreement and thereafter for at least six (6) years by officer and director liability insurance in amounts and on terms similar to that afforded to other executives and/or directors of SunGard, or its affiliates, which such insurance shall be paid by SunGard.

(c) Executive’s indemnification agreement with SunGard, as in effect before the Closing, shall continue in full force and effect for matters related to SunGard prior to the Closing, and shall be guaranteed by SunGard. SunGard shall provide Executive with a new indemnification agreement for matters arising after the Closing that is substantially comparable to that in effect prior to the Closing.

18. Governing Law and Procedures. This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws provisions. SunGard and Executive each irrevocably and unconditionally (i) submits to the exclusive jurisdiction of any state or federal court sitting in Pennsylvania over any suit, action or proceeding arising out of or related to this Agreement, Executive’s employment or the termination thereof, and (ii) waives any objection which SunGard or Executive may have to the laying of venue of any such suit, action or proceeding in any such court. SunGard and Executive each also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 8.

19. Law/Accounting Changes.

(a) If after the Closing, a change in the law or accounting rules results in a materially adverse effect on Executive’s rights and benefits under this Agreement, the Board (or its designated committee) shall review this Agreement in light of such changes in the law or accounting rules to determine whether SunGard and Executive should negotiate a new employment agreement or amend this Agreement to take into account any such changes in the law or accounting rules. Executive may also request that the Board review this Agreement in light of any such changes in the law or accounting rules. Notwithstanding the above, nothing herein obligates SunGard to negotiate or amend this Agreement.

(b) If it is determined that that Executive’s Continuation Options have been structured in a manner that would result in adverse tax treatment under Section 409A of the Code, the parties agree to cooperate in taking all reasonable measures to restructure the arrangement to minimize or avoid such adverse tax treatment; provided, however, that, if any

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payment due to Executive is delayed as a result of Section 409A of the Code, Executive shall be entitled to be paid interest on such amount at an annual rate equal to the prime rate, as published in The Wall Street Journal, in effect as of the originally scheduled date of payment. If after considering all reasonable measures the parties determine that this Agreement or a related arrangement cannot be amended or restructured to minimize or avoid adverse tax treatment under Section 409A of the Code, the Executive will be entitled to payment of an additional amount to make the Executive whole, on a net after-tax basis, for any resulting excise taxes and interest charges imposed under Section 409A. Such additional amount will be paid to the Executive not later than the due date of the Executive’s tax return for the year in which the relevant tax or penalty is imposed. For the purpose of this Section 19(b), “Continuation Options” shall mean any options for stock of Capital Corp. and Capital Corp. II that have automatically converted in the Merger from options for common stock of SunGard.

20. Put Right with respect to Purchased Shares upon Termination.

(a) Upon termination of Executive’s employment for any reason, the provisions of this Section 20 shall apply with respect to any Purchased Shares (as defined below) held by Executive and Section 6 of the Stockholders Agreement shall not apply with respect to such Purchased Shares. “Purchased Shares” shall mean all Shares held by Executive that were purchased by Executive on or before the date this Agreement becomes effective. Capitalized terms used in this Section 20 and not otherwise defined in this Agreement shall have the meanings assigned to them in Executive’s Initial Option Awards.

(b) If Executive’s employment terminates as a result of Executive’s Disability or death, Executive (or the Executive’s Beneficiary) shall have a Put Option with respect to any Purchased Shares held by Executive at any time on or after Executive’s Date of Termination, provided that such Put Option shall terminate upon an IPO.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first above written.

SUNGARD DATA SYSTEMS INC.
By:	*
Name:	Michael J. Ruane
Title:	Senior Vice President – Finance, Chief Financial Officer
EXECUTIVE

For good and valuable consideration, including Executive’s agreement to serve as [Title] of SunGard Data Systems Inc., the obligations of SunGard Data Systems Inc. under this Employment Agreement, dated August     , 2005, with [Executive] shall be, jointly and severally, guaranteed by SunGard Capital Corp. and SunGard Capital Corp. II. In addition, SunGard Capital Corp. and SunGard Capital Corp. II agree to be bound by the terms of Section 1.8 of the Employment Agreement which are expressly applicable to SunGard Capital Corp. and SunGard Capital Corp. II.

SUNGARD CAPITAL CORP.
By:	*
Name:	Michael J. Ruane
Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary

Dated: August     , 2005

SUNGARD CAPITAL CORP. II
By:	*
Name:	Michael J. Ruane
Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary

Dated: August     , 2005

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

Name: Michael J. Ruane

[Employment Agreement Signature Page]

EX-10.19

Exhibit 10.19

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) entered into and made effective this 11th day of August, 2005, by and between [Executive] (“Executive”) and SunGard Data Systems Inc. (“SunGard”).

WHEREAS, Executive is currently employed by SunGard, and previously entered into a Change in Control Agreement with SunGard, dated as of December 15, 2004 and clarified by memorandum dated December 30, 2004, (the “Change in Control Agreement”) pursuant to which Executive will be entitled to certain benefits if a change in control (as defined in the Change in Control Agreement) occurs;

WHEREAS, SunGard and Solar Capital Corp., a Delaware corporation, (“Merger Co”) have entered into the Agreement and Plan of Merger, dated as of March 27, 2005 and as it may be amended from time to time (the “Merger Agreement”), pursuant to which Merger Co will be merged with and into SunGard (the “Merger”);

WHEREAS, private equity funds sponsored by Silver Lake Partners, Bain Capital, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts, Providence Equity Partners and Texas Pacific Group (collectively, the “Investors”) are stockholders of SunGard Capital Corp. (“Capital Corp.”) and SunGard Capital Corp. II (“Capital Corp. II”), the holding companies of SunGard immediately after the Merger;

WHEREAS, in connection with the Merger Agreement, the Investors and Executive entered into an agreement, dated as of March 27, 2005, (the “Transition Agreement”) pursuant to which (i) the Investors and Executive agreed to Executive’s continued employment with SunGard after the consummation of the Merger (the “Closing”) on the terms and conditions set forth in the Transition Agreement and the Exhibits thereto, and (ii) Executive agreed to waive his rights and entitlements under the Change in Control Agreement effective immediately prior to the Closing in exchange for certain payments, benefits and commitments that the Investors agreed to cause to be provided under one or more definitive agreements to be entered into between SunGard and Executive in which the terms and conditions set forth in the Transition Agreement and the Exhibits thereto will be memorialized; and

WHEREAS, in accordance with the foregoing, SunGard and Executive desire to enter into this Agreement to set forth the terms of Executive’s employment with SunGard, effective as of the Closing.

NOW, THEREFORE, intending to be legally bound and in consideration of the mutual covenants and conditions herein contained, the parties hereby agree as follows:

1. Employment. Effective upon the Closing, SunGard hereby employs Executive, and Executive hereby accepts such employment and shall perform Executive’s duties and responsibilities, in accordance with the terms, conditions and provisions hereinafter set forth.

1.1. Term of Agreement and Employment Period. This Agreement shall be effective as of the Closing and shall continue in effect until December 31, 2010, provided that effective as of December 31, 2009 and as of the last day of each subsequent calendar year (each such date is referred to hereinafter as a “Year-End Date”), the term of this Agreement shall be automatically extended for an additional one (1) year period unless, at least twelve (12) months before any Year-End Date, SunGard gives written notice to Executive of intent not to renew, in which case (i) this Agreement shall terminate on the first Year-End Date that occurs at least twelve (12) months after the notice of non-renewal is provided or on such later date when SunGard’s obligations to provide severance and benefits hereunder and Executive’s obligations to comply with the restrictive covenants hereunder shall have been fully satisfied, and (ii) the Employment Period (as defined below) shall terminate on the first Year-End Date that occurs at least twelve (12) months after the notice of non-renewal is provided unless earlier terminated pursuant to Section 2 below. The period during which this Agreement is in effect is hereinafter referred to as the “Term” and the portion of the Term during which Executive is employed by SunGard hereunder is hereinafter referred to as the “Employment Period.” This Agreement shall not become effective until the Closing. Notwithstanding anything in this Agreement to the contrary, this Agreement shall be null, void and without effect upon termination of the Merger Agreement pursuant to Section 8.01 thereof.

1.2. Duties and Responsibilities. During the Employment Period, Executive shall serve as the [Title] of SunGard Data Systems Inc., or in such other position as is mutually agreed by the Chief Executive Officer of SunGard (the “CEO”) and Executive. Executive’s principal employment duties and responsibilities shall be those duties and responsibilities customary for such position and such other duties and responsibilities as Executive’s supervisor, the CEO or the Board of Directors of SunGard (the “Board”) shall reasonably assign to Executive.

1.3. Extent of Service. Executive shall use Executive’s best efforts to carry out Executive’s duties and responsibilities under Section 1.2 hereof and, consistent with the other provisions of this Agreement, shall devote substantially all of Executive’s business time, attention and energy thereto. The foregoing shall not be construed as preventing Executive from (a) making passive investments in other businesses or enterprises, or (b) engaging in any other business activity unless, in the judgment of the Board, it is likely to interfere in any material respect with Executive’s ability to discharge Executive’s duties and responsibilities to SunGard. In addition, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees; deliver lectures; fulfill speaking engagements or teach at educational institutions; and to manage personal investments (subject to the immediately preceding sentence); provided that such activities do not interfere in any material respect with the performance of Executive’s responsibilities as an employee in accordance with this Agreement. Executive may serve on one (1) corporate board of another company (and committees thereof) during the Employment Period subject to approval by the CEO, and service on any additional corporate boards or committees will require the prior approval of the Board. Notwithstanding the foregoing, to the extent that Executive is serving on the corporate board of any other company immediately prior to the Closing, Executive shall continue to be eligible to serve on such corporate board or committee after the Closing. Schedule 1 to this Agreement lists the corporate boards and committees for which Executive is serving immediately prior to the Closing.

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1.4. Base Salary. For all the services rendered by Executive hereunder, during the Employment Period, SunGard shall pay Executive a base salary at the annual rate of [Salary], payable in installments in accordance with SunGard’s normal payroll practices. During the Employment Period, Executive’s base salary shall be reviewed annually by the Board (or the compensation committee of the Board), in consultation with the CEO, pursuant to SunGard’s normal compensation and performance review policies for senior level executives, which shall be substantially similar to SunGard’s normal policies before the Closing, subject to such changes as may be approved by the CEO and the Board. The amount of any increase for each year shall be determined at such times as bonuses are normally paid to executives of SunGard and shall be retroactive to January 1 of that year. Executive’s base salary shall not be decreased during the Employment Period; provided, that the foregoing shall not apply to any reduction that is part of a general salary reduction program affecting executives of SunGard, approved by the CEO and the Board, to the extent such reduction does not reduce Executive’s Base Salary below the Base Salary of Executive as of the Closing. For purposes of this Agreement, the term “Base Salary” shall mean the amount of Executive’s base salary established from time to time pursuant to this Section 1.4.

1.5. Incentive Bonus.

(a) For the 2005 calendar year, Executive shall be eligible to receive an annual incentive bonus under SunGard’s Executive Incentive Compensation (“EIC”) plan as in effect immediately prior to the Closing, which bonus shall be determined in accordance with SunGard’s past practices and the EIC plan’s terms. The calculations of actual earnings per share, operating income or other relevant financial targets in Executive’s 2005 EIC plan will be determined on a pro forma basis as if the Merger did not occur until after December 31, 2005, using, as applicable, assumptions regarding SunGard’s capital structure for the balance of 2005, projected debt levels, software capitalization and amortization, and weighted average shares outstanding, that are consistent with SunGard’s 2005 operating budget that was provided to the Investors and on which Executive’s EIC plan targets were originally based. In determining whether the applicable financial targets have been achieved, (i) all management and transaction fees and extraordinary items and non-cash equity incentive expenses related to the Merger and (ii) solely to the extent consistent with SunGard’s past practice in determining satisfaction of EIC goals, all acquisitions and dispositions by SunGard or any of its subsidiaries in the ordinary course of business during 2005 and all items related thereto shall be disregarded.

(b) During the Employment Period, but beginning with the 2006 calendar year, Executive shall be entitled to participate in SunGard’s EIC plan which shall establish an aggregate bonus opportunity for all executives as a group and an overall compensation philosophy that are consistent with SunGard’s practice before the Closing, provided that the Board (or compensation committee of the Board) may re-align the performance metrics and other terms after consultation with the CEO. Each year, Executive’s EIC plan shall specify the annual incentive bonus amount(s) to be paid to Executive at certain specified financial performance targets, which may include (i) four quartile targets (which was the method generally used by SunGard before the Closing for incentives based on earnings per share); (ii) minimum, midpoint and maximum targets (which was the method generally used by SunGard before the Closing for incentives based on operating income); (iii) a target clearly identified as the “goal,” or (iv) some other manner of specifying financial performance targets (the fourth quartile target, maximum target, identified “goal” target or highest specified financial performance target, without taking into account any incentive override for above goal performance, is referred to as the “Goal”).

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For purposes of this Agreement, the term “Incentive Bonus” shall mean the amount of Executive’s annual incentive bonus established from time to time pursuant to this Section 1.5.

1.6. Retirement, Welfare and Other Benefit Plans and Programs. During the Employment Period, Executive shall be entitled to participate in all employee retirement, welfare, and other benefit plans and programs (other than any equity-based compensation plan or program) made available to SunGard’s senior level executives as a group or to its employees generally, as such plans and programs may be in effect from time to time and subject to the eligibility requirements of the plan or program. During the Employment Period, Executive shall be entitled to a leased car or car allowance at a monthly rate that is no less than that provided by SunGard to Executive before the Closing. During the Employment Period, Executive shall be entitled to vacation and sick leave in accordance with SunGard’s vacation, holiday and other pay for time not worked policies as in effect from time to time. Benefits pursuant to such plans, programs and policies (other than any equity-based compensation plan or program) shall be substantially similar to SunGard’s plans, programs and policies in place prior to the Closing, subject to such changes as are similar to changes previously made from time to time by SunGard to its plans, programs or policies or as may be approved by the CEO before or after the implementation of such change.

1.7. Reimbursement of Expenses. Executive shall be provided with reimbursement of reasonable expenses related to Executive’s employment by SunGard in accordance with SunGard’s normal business expense reimbursement practices, subject to such changes as may be approved by the CEO.

1.8. Stock Options.

(a) Initial Stock Option Grants. Effective upon the Closing, initial stock option grants shall be made to Executive under the SunGard 2005 Management Incentive Plan (the “Incentive Plan”). The terms and conditions of such stock option grants shall be as set forth in the time-based and performance-based stock option award agreements attached hereto as Exhibit A and Exhibit B, respectively (the “Initial Option Awards”), which are specifically incorporated herein by reference.

(b) Future Stock Option Grants.

(i) On or before December 31, 2010, Capital Corp. and Capital Corp. II shall have granted, in the aggregate, options with respect to 14.2127% of Total Equity (33,579,495.1506 Units (as defined in the Initial Option Awards)); it being understood that, except with respect to the grant of options in connection with Closing and the reallocation of a certain portion of the option pool as expressly required herein, the approval of the compensation committee of Capital Corp. and Capital Corp. II and the CEO shall be necessary for any grant of options in Capital Corp. and Capital Corp. II. The terms and conditions of any stock options granted to Executive in accordance with Section 1.8(b)(i)(a) or (b) shall be the same as the terms and conditions of the Initial Option Awards, except that the exercise price shall be the then current fair market value and vesting shall occur within the time periods set forth in this Section 1.8(b)(i).

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For purposes of this Section 1.8(b), “Total Equity” means the total outstanding shares of Class A Common Stock, par value $0.001 per share (“Class A”), and Class L Common Stock, par value $0.001 per share (“Class L”), of Capital Corp. and Preferred Stock, par value $0.001 per share (“Preferred Stock”), of Capital Corp. II immediately after Closing, calculated on a fully-diluted basis assuming the full grant and exercise of the 14.2127% (33,579,495.1506 Units) option pool referred to herein, whether or not vested or exercisable, it being understood that such options will be for Units consisting of Class A, Class L and Preferred Stock.

(a) Time-Based Options. On or before December 31, 2010, time-based options with respect to 5.8581% of Total Equity (13,840,708.1995 Units) shall have been granted by Capital Corp. and Capital Corp. II, respectively. Time-based options to purchase equity units accounting for 5.4550% of Total Equity (12,888,326.6328 Units) will be granted at Closing, with (i) 3.5264% of Total Equity (8,331,732.5137 Units) in grants made to Senior Managers and 1.9286% of Total Equity (4,556,594.1191 Units) in grants made to Key Employees. The remaining 0.4031% (952,381.5666 Units) (0.3317% (783,688.8257 Units) for Senior Managers and 0.0714% (168,692.7409 Units) for Key Employees) will be held back to be granted in connection with future hires, promotions and rebalancing, with the excess, if any, of 0.08062% of Total Equity (190,476.3133 Units) over that percentage of Total Equity with respect to which time-based options were granted in connection with new hires, promotions, and rebalancing to be granted at the end of each of 2006 and 2007 to all persons (“Founders”) who received time-based options at Closing (such excess, the “Unused Time-Based Pool”); provided, that the percentage of Total Equity available for grants of time-based options in connection with new hires, promotions and rebalancing in subsequent years shall be correspondingly reduced. Each Founder’s percentage share of the Unused Time-Based Pool allocated in 2006 or 2007 (subject to such Founder’s employment with SunGard at the time of allocation) shall equal (x) the number of equity units covered by time-based options included in such Founder’s initial option award, divided by (y) the total number of equity units covered by all time-based options included in initial option awards granted on the Closing Date to all Founders (who are employed by SunGard or any of its affiliates at the time of allocation) as a group (excluding the CEO). For purposes of this Section 1.8(b), (i) “Senior Managers” shall mean those Founders who receive time-based options and performance-based options in connection with Closing, and (ii) “Key Employees” shall mean those Founders who receive time-based options, but not performance-based options, in connection with Closing.

(b) Performance-Based Options. On or before December 31, 2010, performance-based options with respect to 8.3545% of Total Equity (19,738,786.9512 Units) shall have been granted by Capital Corp. and Capital Corp. II to Senior Managers, consisting of 7.7576% of Total Equity (18,328,525.0878 Units) in grants made in connection with the Closing and the remaining 0.5969% (1,410,261.8634 Units) from a reserve pool for grants in connection with new hires, promotions, and rebalancing. At the end of each of 2006, 2007 and 2008, performance-based options shall be allocated among Senior Managers with respect to the excess, if any, of 0.11938% of Total Equity (282,052.3727 Units) over that percentage of Total Equity with respect to which performance-based options were granted in connection with new hires, promotions, and rebalancing in such year (such excess, the “Unused Performance-Based Pool”), and the percentage of Total Equity available for grants of performance-based options in connection with new hires, promotions, and rebalancing in subsequent years shall be correspondingly reduced. Each Senior Manager’s percentage share of

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the Unused Performance-Based Pool allocated in 2006, 2007, or 2008 (subject to such Senior Manager’s continued employment with SunGard) shall equal (x) the number of equity units covered by performance-based options included in such Senior Manager’s initial option award, divided by (y) the total number of equity units covered by all performance-based options included in initial option awards granted on the Closing Date to all Senior Managers (who are employed by SunGard or any of its affiliates at the time of allocation) as a group (excluding the CEO).

(ii) Any options granted under Section 1.8 that are forfeited or cancelled, or with respect to which shares issued upon exercise thereof have been called by Capital Corp., Capital Corp. II or other shareholders of Capital Corp. II pursuant to the applicable option awards or stockholders agreement by and among Capital Corp., certain of its subsidiaries and stockholders of Capital Corp. (the “Stockholders Agreement”) will be subject to allocation as determined by the board of Capital Corp. (or the compensation committee of Capital Corp.) and the CEO.

(iii) SunGard acknowledges and agrees that Executive is entering into this Agreement in reliance on the commitment of Capital Corp. and Capital Corp. II to the Senior Managers as a group and to the Key Employees as a group as set forth in this Section 1.8(b) and may enforce the provisions of this Section 1.8(b) on their behalf, including with equitable remedies to the extent available at law, and that Executive is entering into this Agreement in reliance on the acknowledgement set forth in this Section 1.8(b)(iii).

2. Termination. The Employment Period shall end and Executive’s employment shall terminate upon the occurrence of any of the first to occur of any of the events described in Sections 2.1 through 2.4 below.

2.1. Termination Without Cause; Resignation for Good Reason.

(a) SunGard may terminate Executive’s employment under this Section 2.1 at any time without Cause (as defined in Section 2.7(d)) upon not less than ninety (90) days’ prior written notice to Executive; provided, however, that, in the event that such notice is given, Executive shall be allowed to seek other employment during such notice period. In addition, Executive may terminate Executive’s employment under this Section 2.1 by voluntarily resigning for Good Reason (as defined in Section 2.7(i)). Executive shall give SunGard not less than thirty (30) days prior written notice of such resignation, which notice must be given within ninety (90) days after the cure period for correcting the event or condition constituting Good Reason has expired without SunGard curing the event or condition resulting in Good Reason. Further, Executive’s employment shall be considered to have been terminated under this Section 2.1 if, after SunGard has provided notice of intent not to renew as provided in Section 1.1, Executive’s employment terminates on the last day of the Employment Period. This Section 2.1 shall not apply if Executive’s employment is terminated by Executive without Good Reason or on account of retirement (see Section 2.2), or as a result of Executive’s Disability (as defined in Section 2.7(h)) or death (see Section 2.3), or by SunGard for Cause (see Section 2.4). Any termination by SunGard of Executive’s employment that is not a termination under Section 2.3 or Section 2.4 shall be considered a termination by SunGard without Cause under this Section 2.1.

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(b) Upon any termination of Executive’s employment under this Section 2.1, no further payments and benefits shall be due under Section 1 of this Agreement after the end of the Employment Period and, if Executive executes and does not revoke the Release (as defined in Section 2.7(j)), then after Executive’s Date of Termination (as defined in Section 2.7(g)) Executive shall be entitled to receive all of the following:

(i) SunGard shall pay to Executive a lump sum cash payment equal to the Applicable Multiplier (as defined in Section 2.7(b)) multiplied by the sum of (1) Executive’s Base Salary at the rate in effect on Executive’s Date of Termination or such higher rate in effect immediately before any reduction thereof that constituted Good Reason, plus (2) Executive’s Target Incentive Bonus (as defined in Section 2.7(k)), payable within ten (10) days after Executive’s Date of Termination.

(ii) Executive shall receive all Accrued Compensation (as defined in Section 2.7(a)).

(iii) During the Continuation Period (as defined in Section 2.7(f)), SunGard shall provide to Executive continued coverage under the retirement, life insurance, long-term disability, medical, dental and other group health benefits and plans in effect for senior level executives of SunGard (or substantially comparable coverage) for Executive and, where applicable, Executive’s spouse, dependents and beneficiaries, at the same contribution or premium rate as may be charged from time to time for active employees of SunGard generally, as if Executive had continued in employment during such period. As an alternative, SunGard may elect to pay Executive cash in lieu of such contributions or coverage in an amount equal to Executive’s after-tax cost of obtaining comparable coverage, so long as such payments are permitted without adverse tax effect to Executive under section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”). The COBRA health care continuation coverage period under section 4980B of the Code, or any replacement or successor provision of United States tax law, shall, if permitted by law and applicable plan terms, commence immediately after the Continuation Period.

(iv) SunGard shall provide a release substantially in the form attached hereto as Exhibit D. If SunGard does not provide the release required pursuant to this Section 2.1(b)(v), the Release shall be null, void and without effect, and Executive shall still receive all of the payments and benefits described in subsections (i) through (iv) above.

(c) Upon any termination of Executive’s employment under this Section 2.1, unless Section 2.1(b)(v) applies, if Executive does not execute the Release or if Executive revokes the Release, then (i) Executive shall not be entitled to the compensation and benefits provided for in subsection (b) of this Section 2.1, (ii) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (iii) Executive shall receive all Accrued Compensation.

2.2. Resignation Without Good Reason; Retirement.

(a) Executive may terminate Executive’s employment by voluntarily resigning other than for Good Reason upon ninety (90) days’ prior written notice. In such event, unless Section 2.2(b) applies, (i) after Executive’s Date of Termination, no further payments and

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benefits shall be due under Section 1 of this Agreement, and (ii) Executive shall receive all Accrued Compensation. SunGard may elect to waive the notice period or any portion thereof, and, if SunGard so waives, SunGard will continue to pay Executive’s Base Salary during the notice period.

(b) At any time after the third anniversary of the Closing, provided that Executive is then at least 62 years of age, Executive may terminate Executive’s employment by voluntarily retiring upon at least ninety (90) days’ prior written notice to SunGard. In such event, (i) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, (ii) Executive shall receive all Accrued Compensation, and (iii) if Executive executes and does not revoke the Release, SunGard shall enter into a consulting agreement with Executive pursuant to which (A) Executive shall be retained as a consultant for the twelve (12) month period immediately after the Executive’s Date of Termination (the “Consulting Period”), (B) Executive shall receive retainer fees of $10,000 per month during the Consulting Period, and (C) Executive shall be available during the Consulting Period for up to 50 hours per month at mutually agreeable times and places to consult with SunGard as to issues within Executive’s knowledge and expertise. In connection with Executive’s voluntary retirement pursuant to this Section 2.2(b), SunGard shall provide a release substantially in the form attached hereto as Exhibit D. If SunGard does not provide the release required pursuant to the foregoing sentence, the Release given by Executive shall be null, void and without effect, and Executive shall still receive all of the payments and benefits described in subsections (i) through (iii) above.

2.3. Termination Due to Disability or Death. SunGard may terminate Executive’s employment immediately upon notice if Executive has incurred a Disability; provided, however, that SunGard shall continue to pay Executive’s Base Salary, which shall be reduced by any disability income benefits received by Executive from SunGard or any insurance plans maintained by SunGard, and shall continue to provide to Executive all benefits then in effect and due under this Agreement until SunGard acts to terminate Executive’s employment due to a Disability. If SunGard terminates Executive’s employment due to a Disability, or if Executive dies while employed by SunGard, then (a) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (b) Executive (or Executive’s Beneficiary) shall receive all Accrued Compensation.

2.4. Termination for Cause. SunGard may terminate Executive’s employment at any time for Cause. In such event, (a) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (b) Executive shall receive all Accrued Compensation.

2.5. Notice of Termination. Any termination of Executive’s employment shall be communicated by a written notice of termination to the other party hereto given in accordance with Section 9. The notice of termination shall (a) indicate the specific termination provision in this Agreement relied upon, (b) briefly summarize the facts and circumstances deemed to provide a basis for a termination of employment, and (c) specify the Date of Termination in accordance with the requirements of this Agreement.

2.6. No Duty to Mitigate. Executive shall not be required to mitigate the amount of any cash payment or the value of any benefit provided for in this Agreement by seeking other

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employment, by seeking benefits from another employer or other source, or by pursuing any other type of mitigation. No payment or benefit provided for in this Agreement shall be offset or reduced by the amount of any cash compensation or the value of any benefit provided to Executive in any subsequent employment or from any other source. Notwithstanding the foregoing, if, during the Continuation Period, Executive begins to receive group health benefits from another employer that substantially duplicate health benefits being provided by SunGard pursuant to this Section 2, then Executive shall promptly notify SunGard of the duplicate benefits and SunGard may discontinue the duplicate benefits being provided pursuant to this Section 2.

2.7. Definitions.

(a) “Accrued Compensation” means all compensation, benefit payments, reimbursements and other amounts earned by, payable to, or accrued and vested for Executive through and including Executive’s Date of Termination, but not paid as of Executive’s Date of Termination, including, but not limited to, (i) Base Salary, (ii) the Target Incentive Bonus, multiplied by the number of days in which Executive was employed by SunGard during the Year of Termination for the Target Incentive Bonus, including the Date of Termination, divided by 365, (iii) Executive’s Incentive Bonus for the fiscal year that ended immediately prior to Executive’s Date of Termination to the extent such Incentive Bonus was accrued and earned by, but not yet paid to, Executive as of Executive’s Date of Termination, (iv) pay for accrued, but unused, vacation, (v) reimbursable business expenses incurred by Executive on behalf of SunGard and (vi) employment or retirement benefits accrued and owing to Executive under any employee benefit program of SunGard. Notwithstanding the foregoing, for purposes of Sections 2.1(c), 2.2(a), and 2.4, “Accrued Compensation” shall not include item (ii) in the immediately preceding sentence. SunGard shall pay to Executive (or to Executive’s Beneficiary) a lump sum cash payment of all Accrued Compensation, payable within ten (10) days after Executive’s Date of Termination, and Executive (or Executive’s Beneficiary) shall receive any vested benefits Executive accrued or earned in accordance with the terms of any applicable benefit plans and programs of SunGard.

(b) “Applicable Multiplier” means [three (3) or two (2)].

(c) “Beneficiary” means, in the event of Executive’s death, Executive’s legal representative, executor, administrator or designated beneficiary, as applicable

(d) “Cause” means the occurrence of the events described in the following subsections (i) through (iii), provided that no act or failure to act by Executive shall be deemed to constitute Cause if done, or omitted to be done, in good faith and with the reasonable belief that the action or omission was in the best interests of SunGard:

(i) at least two-thirds (2/3) of the members of the Board determined in good faith that Executive (A) was guilty of gross negligence or willful misconduct in the performance of his duties for SunGard (other than due to illness or injury suffered by Executive or a member of his family, or comparable personal problem), (B) breached or violated, in any material respect, any agreement between Executive and SunGard or any material policy in SunGard’s Business Conduct and Compliance Program (as amended from time to time), or (C) committed an act of dishonesty or breach of trust, or is convicted of a crime, and the result of

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such dishonesty, breach of trust, or conviction of a crime is that there is material or potentially material financial or reputational harm to SunGard; and

(ii) such determination was made at a duly convened meeting of the Board (A) of which Executive received written notice at least ten (10) days in advance, which notice shall have set forth in reasonable detail the facts and circumstances claimed to provide a basis for a finding that one of the events described in subsection (i) above occurred, and (B) at which Executive had a reasonable opportunity to make a statement and answer the allegations against Executive; and

(iii) either (A) Executive was given a reasonable opportunity to take remedial action but failed or refused to do so, or (B) at least two-thirds (2/3) of the members of the Board also determined in good faith, at such meeting, that an opportunity to take remedial action would not have been meaningful under the circumstances.

(e) “Change of Control” means the occurrence of (a) any consolidation or merger of Capital Corp. (or any other parent company (a “Parent Company”) of SunGard that owns each of the Availability Services Business, Financial Systems Business, Higher Education Systems Business and Public Sector Business (each as defined below)) with or into any other person, or any other corporate reorganization, transaction or transfer of securities of Capital Corp. (or such other Parent Company) by its stockholders, or series of related transactions (including the acquisition of capital stock of Capital Corp. or such other Parent Company), whether or not Capital Corp. (or such other Parent Company) is a party thereto, in which the stockholders of Capital Corp. immediately prior to such consolidation, merger, reorganization or transaction, own, directly or indirectly, capital stock either (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the economic interests in or voting power of Capital Corp. (or such other Parent Company) or other surviving entity immediately after such consolidation, merger, reorganization or transaction or (ii) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors of Capital Corp. (or such other Parent Company) or other surviving entity immediately after such consolidation, merger, reorganization or transaction, (b) any transaction or series of related transactions, whether or not Capital Corp. (or such other Parent Company) is a party thereto, after giving effect to which in excess of fifty percent (50%) of the voting power of Capital Corp. (or such other Parent Company) is owned directly, or indirectly through one or more entities, by any person and its “affiliates” or “associates” (as such terms are defined in the Rules promulgated under the Exchange Act of 1934, as amended (the “Exchange Act Rules”)) or any “group” (as defined in the Exchange Act Rules), other than, directly or indirectly, Qualified Institutional Investors (as defined in the Stockholders Agreement) (and in the case of a “group”, excluding a percentage of such “group” equal to the percentage of the voting power of such group controlled by any Qualified Institutional Investors), excluding, in any case referred to in clause (a) or (b) any Initial Public Offering (as defined in the Stockholders Agreement) or any bona fide primary or secondary public offering following the occurrence of an Initial Public Offering; or (c) a sale, lease or other disposition of all or substantially all of the assets of Capital Corp. or such other Parent Company, in each case on a consolidated basis with its subsidiaries (including the stock of SunGard), excluding, in any case referred to in clause (c), any sale, lease or other disposition to an entity of which the stockholders of Capital Corp. immediately prior to the sale, lease or other disposition own, directly or indirectly, through one or more entities, capital stock either representing directly, or indirectly through one or more entities, 50% or

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more of the economic interests or voting power. For the avoidance of doubt, a spin-off of one of the Businesses, Sale of a Business or a comparable transaction shall not, in any case, constitute a Change of Control.

(f) “Continuation Period” means the period beginning on the Date of Termination and ending on the anniversary of the Date of Termination that equals the Applicable Multiplier.

(g) “Date of Termination” means the date that the termination of Executive’s employment with SunGard is effective on account of Executive’s death, Executive’s Disability, termination by SunGard for Cause or without Cause, or by Executive for Good Reason or without Good Reason, as the case may be. The Employment Period shall end on the Date of Termination. “Year of Termination” means the fiscal year for the applicable performance period during which Executive’s Date of Termination occurs.

(h) “Disability” means (i) Executive has suffered a physical or mental illness or injury that has impaired Executive’s ability to substantially perform Executive’s full-time duties with SunGard with or without reasonable accommodation for a period of 180 consecutive days and that qualifies Executive for benefits under SunGard’s group long-term disability plan, and (ii) Executive has not substantially returned to full time employment before the Date of Termination specified in the notice of termination.

(i) “Good Reason” means (X) the occurrence, without Executive’s express written consent (which may be withheld for any reason or no reason), of any of the events or conditions described in the following subsections (i) through (viii), provided that upon Executive’s becoming aware or at such time as Executive should have been aware of the occurrence of any such event or condition or series of related events or conditions, Executive shall have given notice of Good Reason to SunGard and SunGard shall not have fully corrected the situation within ten (10) days after such notice of Good Reason.

(i) A reduction by SunGard in Executive’s Base Salary (other than a reduction that is part of a general salary reduction program affecting executives of SunGard, approved by the Chief Executive Officer and the Board consistent with Section 1.4 hereof); or

(ii) A reduction or negative change by SunGard in the type or level of compensation and benefits (other than Base Salary) to which Executive is entitled under this Agreement, other than any such reduction or change that is part of and consistent with a general reduction or change applicable to all officers of SunGard unrelated to a Change of Control; or

(iii) A failure by SunGard to pay or provide to Executive any compensation or benefits to which Executive is entitled; or

(iv) A change in Executive’s status, positions, titles, offices or responsibilities that constitutes a material and adverse change from Executive’s status, positions, titles, offices or responsibilities as in effect immediately before such change; or the assignment to Executive of any duties or responsibilities that are substantially inconsistent with Executive’s status, positions, titles, offices or responsibilities as in effect immediately before such assignment; or any removal of Executive from or failure to reappoint or reelect Executive to any

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of such positions, titles or offices; provided that termination of Executive’s employment by SunGard for Cause, by Executive other than for Good Reason (as defined in any of the other subsections of this subsection (i)) or as a result of Executive’s death or Disability shall not be deemed to constitute or result in Good Reason under this subsection (iv); or

(v) (A) If Executive was based at SunGard’s principal executive offices in Wayne, Pennsylvania, as of the day immediately prior to Closing, SunGard’s changing the location of SunGard’s principal executive offices to a location more than thirty (30) miles from the location of such offices, or SunGard’s requiring Executive to be based at a location other than SunGard’s principal executive offices; (B) if Executive was based at a SunGard location in Manhattan as of the day immediately prior to the Closing, SunGard’s requiring Executive to be based at a location outside Manhattan; or (C) if Executive was not based at SunGard’s principal executive offices or at a SunGard location in Manhattan on the day immediately prior to the Closing, SunGard’s requiring Executive to be based at any location which results in Executive’s regular commuting distance being thirty (30) or more miles greater than Executive’s regular commuting distance as of the day immediately prior to the Closing; provided that in all such cases SunGard may require Executive to travel on SunGard business including being temporarily based at other SunGard locations as long as such travel is reasonable and is not materially greater or different than Executive’s travel requirements before the Closing; or

(vi) Any material breach by SunGard of this Agreement or any other agreement between SunGard and Executive; or

(vii) The failure by SunGard to obtain, before completion of either (A) a Change of Control, or (B) the Sale of a Business (as defined in Section 3.2(c)) if Executive is not employed by the Retained Business (as defined in Section 3.2(b)) after the Sale of a Business, an agreement in writing from any successors and assigns, to assume and agree to perform this Agreement; or

(viii) The provision of notice by SunGard pursuant to Section 1.1 of nonrenewal of this Agreement.

(j) “Release” means a release substantially in the form of Exhibit C attached to this Agreement, which may be subsequently modified only based on recommendations of SunGard’s counsel to reflect changes in applicable law after the date of this Agreement.

(k) “Target Incentive Bonus” means Executive’s annual Incentive Bonus amount(s) payable at the Goal(s) in accordance with the Executive’s EIC plan for the Year of Termination, or such higher amount(s) in effect immediately before any reduction thereof that constituted Good Reason.

3. Sale of a Business.

3.1. Employment With Sold Business. Upon the Sale of a Business, if Executive is employed by the Sold Business (as defined in Section 3.2(d)) immediately before completion of the sale, then at the time of the Sale of a Business, Executive may request that the Retained Business hire Executive on terms and conditions substantially similar to those set forth in this Agreement, and the Retained Business shall use its commercially reasonable efforts to hire Executive, if practicable.

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3.2. Definitions.

(a) “Business” means SunGard’s businesses after the Closing, which consists of four separate businesses: (i) the availability services business segment (the “Availability Services Business”), (ii) the investment support systems business segment (the “Financial Systems Business”), (iii) the higher education systems business segment (the “Higher Education Systems Business”), and (iv) the public sector systems business segment (the “Public Sector Business”). For purposes of this Agreement, any future business acquired by SunGard after Closing that is not included in the Availability Services Business will automatically be considered part of the Financial Systems Business, Higher Education Systems Business or Public Sector Business, as determined by the Board in its sole discretion.

(b) “Retained Business” means the Business that is not being sold in the Sale of a Business.

(c) “Sale of a Business” means the sale, exchange or other disposition or transfer of all or substantially all of the business or assets of one of the four Businesses to a purchaser that is unrelated to SunGard or any of the Investors; provided that a Sale of a Business shall not also constitute a Change of Control.

(d) “Sold Business” means the Business that is being sold in the Sale of a Business.

4. Tax Gross-Up Payments.

4.1. Amount. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment (including any of the Tax Gross-Up Payments as defined below in this Section 4.1) or benefit (including any accelerated vesting of options or other equity awards) made or provided, or to be made or provided, by SunGard (or any successor thereto or affiliate thereof) to or for the benefit of Executive, whether pursuant to the terms of this Agreement, any other agreement, plan, program or arrangement of or with SunGard (or any successor thereto or affiliate thereof) or otherwise (a “Total Payment”), will be subject to the excise tax imposed by section 4999 of the Code or any comparable tax imposed by any replacement or successor provision of United States tax law (the “Excise Tax”), in spite of all customary reasonable efforts by SunGard and Executive to avoid incurring such tax, including by procuring a shareholder vote in satisfaction of the shareholder approval requirements described in Treas. Reg. Section 1.280G-1, Q&A-7, to the extent applicable, then SunGard shall pay to Executive one or more additional cash payments (the “Tax Gross-Up Payments”) in such amounts so that the net cash amount retained by Executive, after deduction or payment of (a) the Excise Tax imposed on the Total Payments (including the Excise Tax imposed on the Tax Gross-Up Payments) and (b) all federal, state and local income and employment taxes imposed upon the Tax Gross-Up Payments, shall equal the excess of the Total Payments over the Tax Gross-Up Payments (it being understood that this is a circular definition that requires a reiterative calculation); provided, that to the extent any Tax Gross-Up Payment would be considered deferred compensation for purposes of section 409A of the Code, the manner and time of

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payment, and the provisions of this Section 4, shall, if possible, be adjusted to the mutual satisfaction of SunGard and Executive to the extent necessary (but only to the extent necessary) to comply with the requirements of section 409A of the Code with respect to such payment so that the payment does not give rise to the interest or additional tax amounts described at section 409A(a)(1)(B) or section 409A(b)(4) of the Code (the “Section 409A penalties”); and further provided, that if, notwithstanding the immediately preceding proviso, the Tax Gross-Up Payment cannot be made to conform to the requirements of Section 409A of the Code without economic consequences that are greater than the lesser of 5% of the Tax Gross-Up Payment with respect to Executive or $75,000, the amount of the Tax Gross-Up Payment shall be determined by taking into account any amount necessary to pay the Section 409A penalties. For purposes of this Agreement, the term Total Payment shall also include any payments or benefits made or provided, or to be made or provided, to Executive that become subject to the Excise Tax as a result of the Merger of Merger Co with and into SunGard, irrespective of whether such payments or benefits are made or provided before or after the Closing, but in all events subject to the proviso in the preceding sentence.

4.2. Method of Determination. One or more determinations (each a “Tax Determination”) as to (a) whether any of the Total Payments will be subject to the Excise Tax, (b) the amount of the Excise Tax imposed thereon, and (c) the calculation of the related Tax Gross-Up Payment shall be made by SunGard in consultation with such accounting and tax professionals as SunGard considers necessary (with all costs related thereto paid by SunGard). For purposes of determining whether any of the Total Payments will be subject to the Excise Tax, (i) all of the Total Payments shall be treated as “parachute payments” (within the meaning of section 280G of the Code) unless and to the extent that in the written advice of an independent accountant selected (and paid for) by SunGard and reasonably acceptable to Executive (the “Accountant”), certain Payments should not constitute parachute payments, and (ii) all “excess parachute payments” (within the meaning of section 280G of the Code) shall be treated as subject to the Excise Tax unless and only to the extent that the Accountant advises SunGard that such excess parachute payments are not subject to the Excise Tax. For purposes of determining the amount of any Tax Gross-Up Payment, Executive shall be deemed to pay (x) federal income tax at the highest marginal rate in effect for the calendar year during which such Tax Gross-Up Payment is to be made, (y) FICA taxes at the highest rate applicable to wages in excess of the Social Security taxable wage base in effect for such calendar year, and (z) state and local income taxes at the highest marginal rates in effect for such calendar year in the state and local municipality of Executive’s principal residence as of the Date of Termination or the date that any portion of the Total Payment becomes subject to the Excise Tax, net of the reduction in federal income tax attributable to the deduction of such state and local income taxes, and taking into account any limitation on deductions or credits or comparable negative impact for purposes of federal income tax as a result of the Total Payments made to Executive during such calendar year.

4.3. Finalization and Payment. An initial Tax Gross-Up Payment shall be made to Executive within ten (10) days after the Date of Termination or such other prior or subsequent date that any portion of any Total Payment becomes subject to the Excise Tax (such tenth day is referred to as a “Payment Date”); provided that if the amount thereof cannot be fully determined by the Payment Date, SunGard shall pay to Executive by the Payment Date an estimate of such payment, determined by SunGard reasonably and in good faith, and SunGard shall pay to

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Executive the remainder of such payment (if any) as soon as the amount thereof can be determined but in no event later than twenty (20) days after the Payment Date. Whenever any Tax Gross-Up Payment (or estimate thereof) is made to Executive, SunGard shall provide to Executive SunGard’s Tax Determination related to such payment, together with detailed supporting calculations and explanations and, if applicable, written advice of an Accountant. Executive shall have the right to dispute any Tax Determination (a “Tax Dispute”) by so notifying SunGard within fifteen (15) days after receiving such Tax Determination and the required supporting documentation. Each Tax Determination shall become final and binding upon the parties (a) if there is no Tax Dispute, at the end of such fifteen (15) day period, without change, or (b) if there is a Tax Dispute, upon final resolution of such Tax Dispute, with such changes as may result from such Tax Dispute. Other than the initial or an estimated Tax Gross-Up Payment as provided for above, any Tax Gross-Up Payment due from SunGard to Executive shall be paid within ten (10) business days after the related Tax Determination becomes final and binding, provided that, in the event of a Tax Dispute, any undisputed portion of the Tax Gross-Up Payment shall be paid within ten (10) business days after Executive notifies SunGard of the Tax Dispute.

4.4. Underpayments and Overpayments. The parties acknowledge that, as a result of potential uncertainties in the application of the provisions of the Code dealing with the Excise Tax, it is possible that Tax Gross-Up Payments should have been made by SunGard but were not (an “Underpayment”) or that Tax Gross-Up Payments made by SunGard should not have been made (an “Overpayment”). In either such event, SunGard shall make a Tax Determination of the amount of the Underpayment or Overpayment that has occurred, and Executive shall have the right to initiate a Tax Dispute related thereto. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by SunGard to or for the benefit of Executive. In the case of an Overpayment, Executive shall, at the direction and expense of SunGard, take such steps as are reasonably necessary (including promptly refunding the amount of such overpayment and filing amended returns and claims for refunds), follow SunGard’s reasonable instructions and otherwise reasonably cooperate with SunGard to correct such Overpayment.

5. Restrictive Covenants.

5.1. Non-disclosure. At all times after the Closing and continuing at all times after Executive’s Date of Termination, and except as required by applicable law or in a judicial or administrative proceeding, Executive shall not disclose to anyone outside Capital Corp., or use for the benefit of anyone other than Capital Corp., any confidential or proprietary information relating to Capital Corp.’s business, whether acquired by Executive before, during or after employment with SunGard. Executive acknowledges that Capital Corp.’s proprietary and confidential information includes, by way of example: (a) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (b) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (c) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (d) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (e) screen designs, report designs and other designs, concepts and visual expressions for software products; (f) employment and payroll records; (g) forecasts, budgets, acquisition models and other non public financial information; and (h) expansion plans, business or development plans, management policies, information about

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possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies. The provisions of this Section 5.1 shall survive any termination or expiration of this Agreement.

5.2. Works and Ideas. Executive shall promptly communicate to Capital Corp., in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “Works and Ideas”) pertaining to Capital Corp.’s business in any material respect, whether or not patentable or copyrightable, that are made, written, developed or conceived by Executive, alone or with others, at any time (during or after business hours) while Executive is employed by SunGard or Capital Corp. (including at any time prior to the date of this Agreement) or during the three (3) months after Executive’s Date of Termination. Executive acknowledges that all of those Works and Ideas will be Capital Corp.’s exclusive property, and hereby assigns and agrees to assign all of Executive’s right, title and interest in those Works and Ideas to Capital Corp. Executive shall sign all documents that Capital Corp. reasonably requests to confirm its ownership of those Works and Ideas, and shall reasonably cooperate with Capital Corp., at Capital Corp.’s expense, to allow Capital Corp. to take full advantage of those Works and Ideas.

5.3. Non-competition and Non-solicitation. During the Employment Period, the Continuation Period, and the Consulting Period, if applicable, whether or not payments are being made, provided that SunGard has not defaulted in any material respect upon any of its obligations under this Agreement or otherwise to Executive, Executive shall not, directly or indirectly, (a) anywhere in the United States or the United Kingdom render any material services for any organization, or engage in any business, that competes in any material respect with Capital Corp.’s business, or (b) solicit or contact, for the purpose or with the effect of competing or interfering with Capital Corp.’s business in any material respect (i) any customer or acquisition target under contract with Capital Corp. at any time during the last two (2) years of Executive’s employment with SunGard, (ii) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from Capital Corp. at any time during the last two (2) years of Executive’s employment with Capital Corp., (iii) any affiliate of any such customer or prospect, (iv) any of the individual contacts at customers or acquisition targets established by Capital Corp., Executive or others at Capital Corp. during the period of Executive’s employment with SunGard, or (v) any individual who is an employee or independent contractor of Capital Corp. at the time of the solicitation or contact or who was an employee or independent contractor of Capital Corp. within three (3) months before such time.

5.4. Injunctive Relief. Executive acknowledges that Executive’s failure to perform any of the covenants in this Section 5 would cause irreparable injury to Capital Corp. and SunGard and cause damages to Capital Corp. and SunGard that would be difficult or impossible to ascertain or quantify. Accordingly, without limiting any other remedies that may be available with respect to any breach of this Section 5, Executive consents to the entry of an injunction to restrain any breach of this Section 5, without the posting of a bond.

5.5. Scope. For purposes of this Section 5, as applicable, the term “Capital Corp.” shall include (a) Capital Corp. and all of its subsidiaries (including, but not limited to, SunGard) and (b) SunGard and all of its subsidiaries for periods before the Closing. Notwithstanding Section 11(b) of this Agreement, upon a Change of Control, or upon the Sale of a Business if Executive is not employed by the Retained Business, the restrictive covenants of this Section 5

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are intended to apply and shall apply only to the business of Capital Corp. or its subsidiaries or the Sold Business as conducted immediately preceding the sale and not to any greater scope of business or other businesses that may be conducted by the acquirer of or successor to Capital Corp. or the Sold Business that assumes this Agreement as a result of the sale.

6. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by SunGard, as applicable, and for which Executive may qualify; provided, however, that if Executive becomes entitled to and receives the payments provided for in Section 2.1(b) of this Agreement, Executive hereby waives Executive’s right to receive payments under any severance plan or policy applicable to all employees of SunGard, as applicable.

7. Survivorship. The respective rights and obligations of the parties under this Agreement shall survive any termination of Executive’s employment to the extent necessary to preserve the intention of such rights and obligations.

8. Dispute Resolution. In the event of any dispute relating to Executive’s employment, the termination thereof, or this Agreement, other than a dispute in which the primary relief sought is an equitable remedy such as an injunction, the parties shall be required to have the dispute, controversy or claim settled by alternative dispute resolution conducted by JAMS (or, if JAMS is not available, another mutually agreeable alternative dispute resolution organization), in the city of Executive’s principal place of employment. Any award entered by JAMS (or such other organization) shall be final, binding and nonappealable, and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This Section 8 shall be specifically enforceable. JAMS (or such other organization) shall have no authority to modify any provision of this Agreement. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY AS TO ALL CLAIMS HEREUNDER.

9. Notices. All notices and other communications required or permitted under this Agreement or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when received):

If to SunGard, to:

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, PA 19087

Attention: Victoria E. Silbey, Esquire

With a required copy to:

Ropes & Gray LLP

One International Place

Boston, MA 02110

Attention: Alfred O. Rose, Esquire

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If to Executive, to:

With a required copy to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103-2921

Attention: Robert J. Lichtenstein, Esquire

or to such other names or addresses as SunGard or Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section.

10. Contents of Agreement; Amendment and Assignment.

(a) This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment approved by the Board and executed on its behalf by a duly authorized officer (other than Executive) and by Executive. This Agreement supersedes the provisions of any employment or other agreement between Executive and SunGard that relate to any matter that is also the subject of this Agreement, including, but not limited to, the Change in Control Agreement and the Transition Agreement, and such other agreements are terminated immediately prior to Closing and will be null and void as of the Closing; provided, however, that this provision shall not apply to any agreement outstanding on the date this Agreement becomes effective related to (1) Executive’s options to purchase or other rights to equity of Capital Corp., a subsidiary of Capital Corp., or SunGard or (2) Executive’s rights to indemnification as an officer and/or director of SunGard.

(b) All of the terms and provisions of this Agreement, including, but not limited to the restrictive covenants of Section 5 of this Agreement, shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Executive under this Agreement are of a personal nature and shall not be assignable or delegatable in whole or in part by Executive. SunGard shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of SunGard, or the successor of a Business if a Sale of a Business occurs and Executive is not employed by the Retained Business, within fifteen (15) days of such succession, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as SunGard would be required to perform if no such succession had taken place.

11. Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any

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other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

12. Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Agreement or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

13. Beneficiaries/References. Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit payable under this Agreement following Executive’s death by giving SunGard written notice thereof. In the event of Executive’s death or a judicial determination of Executive’s incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to Executive’s beneficiary, estate or other legal representative.

14. Miscellaneous. All Section headings used in this Agreement are for convenience only. This Agreement may be executed in counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.

15. Withholding. All payments under this Agreement shall be made subject to applicable tax withholding, and SunGard shall withhold from any payments under this Agreement all federal, state and local taxes as SunGard is required to withhold pursuant to any law or governmental rule or regulation. Executive will deliver to SunGard amounts required to be withheld from non-cash compensation. Except as specifically provided otherwise in this Agreement, Executive shall bear all expense of, and be solely responsible for, all federal, state and local taxes due with respect to any payment received under this Agreement.

16. No Withholding of Undisputed Payments. During the pendency of any dispute or controversy, SunGard shall not withhold any payments or benefits due to Executive, whether under this Agreement or otherwise, except for the specific portion of any payment or benefit that is the subject of a bona fide dispute between the parties.

17. Legal Fees and Expenses. All costs and expenses (including court and arbitration costs and reasonable legal fees and expenses that reflect common practice with respect to the matters involved) (“Legal Costs”) incurred by Executive as a result of any claim, action or proceeding arising out of this Agreement or the contesting, disputing or enforcing of any provision, right or obligation under this Agreement (a “Claim”) shall be paid, or reimbursed to Executive on an after-tax basis as to (a) 100% of such Legal Costs if Executive either recovers damages (in cash or in-kind, such as benefits) or is the prevailing party on a material non-monetary claim (such as a dispute regarding a restrictive covenant), and (b) 50% of such Legal Costs if Executive does not recover any damages and is not the prevailing party on any material non-monetary claim; provided, that the dispute was a bona fide dispute by Executive and that Executive did not act in bad faith.

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18. Indemnification.

(a) SunGard shall indemnify Executive, to the fullest extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by Executive, including the cost of legal counsel, in connection with any action, suit or proceeding to which Executive may be made a party by reason of Executive being or having been an officer, director, or employee of SunGard or any of their respective subsidiaries or affiliates.

(b) Executive shall be covered during the entire term of this Agreement and thereafter for at least six (6) years by officer and director liability insurance in amounts and on terms similar to that afforded to other executives and/or directors of SunGard, or its affiliates, which such insurance shall be paid by SunGard.

(c) Executive’s indemnification agreement with SunGard, as in effect before the Closing, shall continue in full force and effect for matters related to SunGard prior to the Closing, and shall be guaranteed by SunGard. SunGard shall provide Executive with a new indemnification agreement for matters arising after the Closing that is substantially comparable to that in effect prior to the Closing.

19. Governing Law and Procedures. This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws provisions. SunGard and Executive each irrevocably and unconditionally (i) agrees that any action commenced by SunGard for preliminary and permanent injunctive relief and other equitable relief, may be brought in the United States District Court for the Federal district in which Executive’s principal place of employment is located, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in the state and county in which Executive’s principal place of employment is located, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which SunGard or Executive may have to the laying of venue of any such suit, action or proceeding in any such court. SunGard and Executive each also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 9.

20. Law/Accounting Changes.

(a) If after the Closing, a change in the law or accounting rules results in a materially adverse effect on Executive’s rights and benefits under this Agreement, the Board (or its designated committee) shall review this Agreement in light of such changes in the law or accounting rules to determine whether SunGard and Executive should negotiate a new employment agreement or amend this Agreement to take into account any such changes in the law or accounting rules. Executive may also request that the Board review this Agreement in light of any such changes in the law or accounting rules. Notwithstanding the above, nothing herein obligates SunGard to negotiate or amend this Agreement.

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(b) If it is determined that that Executive’s Continuation Options have been structured in a manner that would result in adverse tax treatment under Section 409A of the Code, the parties agree to cooperate in taking all reasonable measures to restructure the arrangement to minimize or avoid such adverse tax treatment; provided, however, that, if any payment due to Executive is delayed as a result of Section 409A of the Code, Executive shall be entitled to be paid interest on such amount at an annual rate equal to the prime rate, as published in The Wall Street Journal, in effect as of the originally scheduled date of payment. If after considering all reasonable measures the parties determine that this Agreement or a related arrangement cannot be amended or restructured to minimize or avoid adverse tax treatment under Section 409A of the Code, the Executive will be entitled to payment of an additional amount to make the Executive whole, on a net after-tax basis, for any resulting excise taxes and interest charges imposed under Section 409A. Such additional amount will be paid to the Executive not later than the due date of the Executive’s tax return for the year in which the relevant tax or penalty is imposed. For the purpose of this Section 20(b), “Continuation Options” shall mean any options for stock of Capital Corp. and Capital Corp. II that have automatically converted in the Merger from options for common stock of SunGard.

21. Put Right with respect to Purchased Shares upon Termination.

(a) Upon termination of Executive’s employment for any reason, the provisions of this Section 21 shall apply with respect to any Purchased Shares (as defined below) held by Executive and Section 6 of the Stockholders Agreement shall not apply with respect to such Purchased Shares. “Purchased Shares” shall mean all Shares held by Executive that were purchased by Executive on or before the date this Agreement becomes effective. Capitalized terms used in this Section 21 and not otherwise defined in this Agreement shall have the meanings assigned to them in Executive’s Initial Option Awards.

(b) If Executive’s employment terminates as a result of Executive’s Disability or death, Executive (or the Executive’s Beneficiary) shall have a Put Option with respect to any Purchased Shares held by Executive at any time on or after Executive’s Date of Termination, provided that such Put Option shall terminate upon an IPO.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first above written.

SUNGARD DATA SYSTEMS INC.
By:	*
Name:	Michael J. Ruane
Title:	Senior Vice President – Finance, Chief Financial Officer
EXECUTIVE

For good and valuable consideration, including Executive’s agreement to serve as [Title] of SunGard Data Systems Inc., the obligations of SunGard Data Systems Inc. under this Employment Agreement, dated August     , 2005, with [Executive] shall be, jointly and severally, guaranteed by SunGard Capital Corp. and SunGard Capital Corp. II. In addition, SunGard Capital Corp. and SunGard Capital Corp. II agree to be bound by the terms of Section 1.8 of the Employment Agreement which are expressly applicable to SunGard Capital Corp. and SunGard Capital Corp. II.

SUNGARD CAPITAL CORP.
By:	*
Name:	Michael J. Ruane
Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary

Dated: August     , 2005

SUNGARD CAPITAL CORP. II
By:	*
Name:	Michael J. Ruane
Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary

Dated: August     , 2005

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

Name: Michael J. Ruane

[Employment Agreement Signature Page]

EX-10.20

Exhibit 10.20

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) entered into and made effective this 11th day of August, 2005, by and between [Executive] (“Executive”) and SunGard Data Systems Inc. (“SunGard”).

WHEREAS, Executive is currently employed by SunGard or a subsidiary thereof, and previously entered into a Change in Control Agreement with SunGard, dated as of December 15, 2004 and clarified by memorandum dated December 30, 2004, (the “Change in Control Agreement”) pursuant to which Executive will be entitled to certain benefits if a change in control (as defined in the Change in Control Agreement) occurs;

WHEREAS, SunGard and Solar Capital Corp., a Delaware corporation, (“Merger Co”) have entered into the Agreement and Plan of Merger, dated as of March 27, 2005 and as it may be amended from time to time (the “Merger Agreement”), pursuant to which Merger Co will be merged with and into SunGard (the “Merger”);

WHEREAS, private equity funds sponsored by Silver Lake Partners, Bain Capital, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts, Providence Equity Partners and Texas Pacific Group (collectively, the “Investors”) are stockholders of SunGard Capital Corp. (“Capital Corp.”) and SunGard Capital Corp. II (“Capital Corp. II”), the holding companies of SunGard immediately after the Merger;

WHEREAS, in connection with the Merger Agreement, the Investors and Executive entered into an agreement, dated as of March 27, 2005, (the “Transition Agreement”) pursuant to which (i) the Investors and Executive agreed to Executive’s continued employment with SunGard (or a subsidiary of SunGard) (the “Employer”) after the consummation of the Merger (the “Closing”) on the terms and conditions set forth in the Transition Agreement and the Exhibits thereto, and (ii) Executive agreed to waive his rights and entitlements under the Change in Control Agreement effective immediately prior to the Closing in exchange for certain payments, benefits and commitments that the Investors agreed to cause to be provided under one or more definitive agreements to be entered into between SunGard and/or the Employer, as applicable, and Executive in which the terms and conditions set forth in the Transition Agreement and the Exhibits thereto will be memorialized; and

WHEREAS, in accordance with the foregoing, SunGard and Executive desire to enter into this Agreement to set forth the terms of Executive’s employment with the Employer, effective as of the Closing.

NOW, THEREFORE, intending to be legally bound and in consideration of the mutual covenants and conditions herein contained, the parties hereby agree as follows:

1. Employment. Effective upon the Closing, Employer hereby employs Executive, and Executive hereby accepts such employment and shall perform Executive’s duties and responsibilities, in accordance with the terms, conditions and provisions hereinafter set forth.

1.1. Term of Agreement and Employment Period. This Agreement shall be effective as of the Closing and shall continue in effect until December 31, 2010, provided that effective as of December 31, 2009 and as of the last day of each subsequent calendar year (each such date is referred to hereinafter as a “Year-End Date”), the term of this Agreement shall be automatically extended for an additional one (1) year period unless, at least twelve (12) months before any Year-End Date, Employer gives written notice to Executive of intent not to renew, in which case (i) this Agreement shall terminate on the first Year-End Date that occurs at least twelve (12) months after the notice of non-renewal is provided or on such later date when Employer’s obligations to provide severance and benefits hereunder and Executive’s obligations to comply with the restrictive covenants hereunder shall have been fully satisfied, and (ii) the Employment Period (as defined below) shall terminate on the first Year-End Date that occurs at least twelve (12) months after the notice of non-renewal is provided unless earlier terminated pursuant to Section 2 below. The period during which this Agreement is in effect is hereinafter referred to as the “Term” and the portion of the Term during which Executive is employed by Employer hereunder is hereinafter referred to as the “Employment Period.” This Agreement shall not become effective until the Closing. Notwithstanding anything in this Agreement to the contrary, this Agreement shall be null, void and without effect upon termination of the Merger Agreement pursuant to Section 8.01 thereof.

1.2. Duties and Responsibilities. During the Employment Period, Executive shall serve as the [Title] of [Employer], or in such other position as is mutually agreed by the Chief Executive Officer of SunGard (the “CEO”) and Executive. Executive’s principal employment duties and responsibilities shall be those duties and responsibilities customary for such position and such other duties and responsibilities as Executive’s supervisor, the CEO or the Board of Directors of SunGard (the “Board”) shall reasonably assign to Executive.

1.3. Extent of Service. Executive shall use Executive’s best efforts to carry out Executive’s duties and responsibilities under Section 1.2 hereof and, consistent with the other provisions of this Agreement, shall devote substantially all of Executive’s business time, attention and energy thereto. The foregoing shall not be construed as preventing Executive from (a) making passive investments in other businesses or enterprises, or (b) engaging in any other business activity unless, in the judgment of the Board, it is likely to interfere in any material respect with Executive’s ability to discharge Executive’s duties and responsibilities to Employer. In addition, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees; deliver lectures; fulfill speaking engagements or teach at educational institutions; and to manage personal investments (subject to the immediately preceding sentence); provided that such activities do not interfere in any material respect with the performance of Executive’s responsibilities as an employee in accordance with this Agreement. Executive may serve on one (1) corporate board of another company (and committees thereof) during the Employment Period subject to approval by the CEO, and service on any additional corporate boards or committees will require the prior approval of the Board. Notwithstanding the foregoing, to the extent that Executive is serving on the corporate board of any other company immediately prior to the Closing, Executive shall continue to be eligible to serve on such corporate board or committee after the Closing. Schedule 1 to this Agreement lists the corporate boards and committees for which Executive is serving immediately prior to the Closing.

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1.4. Base Salary. For all the services rendered by Executive hereunder, during the Employment Period, Employer shall pay Executive a base salary at the annual rate of [Salary], payable in installments in accordance with Employer’s normal payroll practices. During the Employment Period, Executive’s base salary shall be reviewed annually by the Board (or the compensation committee of the Board), in consultation with the CEO, pursuant to Employer’s normal compensation and performance review policies for senior level executives, which shall be substantially similar to SunGard’s normal policies before the Closing, subject to such changes as may be approved by the CEO and the Board. The amount of any increase for each year shall be determined at such times as bonuses are normally paid to executives of the Employer and shall be retroactive to January 1 of that year. Executive’s base salary shall not be decreased during the Employment Period; provided, that the foregoing shall not apply to any reduction that is part of a general salary reduction program affecting executives of SunGard, approved by the CEO and the Board, to the extent such reduction does not reduce Executive’s Base Salary below the Base Salary of Executive as of the Closing. For purposes of this Agreement, the term “Base Salary” shall mean the amount of Executive’s base salary established from time to time pursuant to this Section 1.4.

1.5. Incentive Bonus.

(a) For the 2005 calendar year, Executive shall be eligible to receive an annual incentive bonus under SunGard’s Executive Incentive Compensation (“EIC”) plan as in effect immediately prior to the Closing, which bonus shall be determined in accordance with SunGard’s past practices and the EIC plan’s terms. The calculations of actual earnings per share, operating income or other relevant financial targets in Executive’s 2005 EIC plan will be determined on a pro forma basis as if the Merger did not occur until after December 31, 2005, using, as applicable, assumptions regarding SunGard’s capital structure for the balance of 2005, projected debt levels, software capitalization and amortization, and weighted average shares outstanding, that are consistent with SunGard’s 2005 operating budget that was provided to the Investors and on which Executive’s EIC plan targets were originally based. In determining whether the applicable financial targets have been achieved, (i) all management and transaction fees and extraordinary items and non-cash equity incentive expenses related to the Merger and (ii) solely to the extent consistent with SunGard’s past practice in determining satisfaction of EIC goals, all acquisitions and dispositions by SunGard or any of its subsidiaries in the ordinary course of business during 2005 and all items related thereto shall be disregarded.

(b) During the Employment Period, but beginning with the 2006 calendar year, Executive shall be entitled to participate in Employer’s EIC plan which shall establish an aggregate bonus opportunity for all executives as a group and an overall compensation philosophy that are consistent with SunGard’s practice before the Closing, provided that the Board (or compensation committee of the Board) may re-align the performance metrics and other terms after consultation with the CEO. Each year, Executive’s EIC plan shall specify the annual incentive bonus amount(s) to be paid to Executive at certain specified financial performance targets, which may include (i) four quartile targets (which was the method generally used by SunGard before the Closing for incentives based on earnings per share); (ii) minimum, midpoint and maximum targets (which was the method generally used by SunGard before the Closing for incentives based on operating income); (iii) a target clearly identified as the “goal,” or (iv) some other manner of specifying financial performance targets (the fourth quartile target, maximum target, identified “goal” target or highest specified financial performance target, without taking into account any incentive override for above goal performance, is referred to as the “Goal”).

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For purposes of this Agreement, the term “Incentive Bonus” shall mean the amount of Executive’s annual incentive bonus established from time to time pursuant to this Section 1.5.

1.6. Retirement, Welfare and Other Benefit Plans and Programs. During the Employment Period, Executive shall be entitled to participate in all employee retirement, welfare, and other benefit plans and programs (other than any equity-based compensation plan or program) made available to Employer’s senior level executives as a group or to its employees generally, as such plans and programs may be in effect from time to time and subject to the eligibility requirements of the plan or program. During the Employment Period, Executive shall be entitled to a leased car or car allowance at a monthly rate that is no less than that provided by SunGard to Executive before the Closing. During the Employment Period, Executive shall be entitled to vacation and sick leave in accordance with Employer’s vacation, holiday and other pay for time not worked policies as in effect from time to time. Benefits pursuant to such plans, programs and policies (other than any equity-based compensation plan or program) shall be substantially similar to SunGard’s plans, programs and policies in place prior to the Closing, subject to such changes as are similar to changes previously made from time to time by SunGard to its plans, programs or policies or as may be approved by the CEO before or after the implementation of such change.

1.7. Reimbursement of Expenses. Executive shall be provided with reimbursement of reasonable expenses related to Executive’s employment by Employer in accordance with Employer’s normal business expense reimbursement practices, subject to such changes as may be approved by the CEO.

1.8. Stock Options.

(a) Initial Stock Option Grants. Effective upon the Closing, initial stock option grants shall be made to Executive under the SunGard 2005 Management Incentive Plan (the “Incentive Plan”). The terms and conditions of such stock option grants shall be as set forth in the time-based and performance-based stock option award agreements attached hereto as Exhibit A and Exhibit B, respectively (the “Initial Option Awards”), which are specifically incorporated herein by reference.

(b) Future Stock Option Grants.

(i) On or before December 31, 2010, Capital Corp. and Capital Corp. II shall have granted, in the aggregate, options with respect to 14.2127% of Total Equity (33,579,495.1506 Units (as defined in the Initial Option Awards)); it being understood that, except with respect to the grant of options in connection with Closing and the reallocation of a certain portion of the option pool as expressly required herein, the approval of the compensation committee of Capital Corp. and Capital Corp. II and the CEO shall be necessary for any grant of options in Capital Corp. and Capital Corp. II. The terms and conditions of any stock options granted to Executive in accordance with Section 1.8(b)(i)(a) or (b) shall be the same as the terms and conditions of the Initial Option Awards, except that the exercise price shall be the then current fair market value and vesting shall occur within the time periods set forth in this

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Section 1.8(b)(i). For purposes of this Section 1.8(b), “Total Equity” means the total outstanding shares of Class A Common Stock, par value $0.001 per share (“Class A”), and Class L Common Stock, par value $0.001 per share (“Class L”), of Capital Corp. and Preferred Stock, par value $0.001 per share (“Preferred Stock”), of Capital Corp. II immediately after Closing, calculated on a fully-diluted basis assuming the full grant and exercise of the 14.2127% (33,579,495.1506 Units) option pool referred to herein, whether or not vested or exercisable, it being understood that such options will be for Units consisting of Class A, Class L and Preferred Stock.

(a) Time-Based Options. On or before December 31, 2010, time-based options with respect to 5.8581% of Total Equity (13,840,708.1995 Units) shall have been granted by Capital Corp. and Capital Corp. II, respectively. Time-based options to purchase equity units accounting for 5.4550% of Total Equity (12,888,326.6328 Units) will be granted at Closing, with (i) 3.5264% of Total Equity (8,331,732.5137 Units) in grants made to Senior Managers and 1.9286% of Total Equity (4,556,594.1191 Units) in grants made to Key Employees. The remaining 0.4031% (952,381.5666 Units) (0.3317% (783,688.8257 Units) for Senior Managers and 0.0714% (168,692.7409 Units) for Key Employees) will be held back to be granted in connection with future hires, promotions and rebalancing, with the excess, if any, of 0.08062% of Total Equity (190,476.3133 Units) over that percentage of Total Equity with respect to which time-based options were granted in connection with new hires, promotions, and rebalancing to be granted at the end of each of 2006 and 2007 to all persons (“Founders”) who received time-based options at Closing (such excess, the “Unused Time-Based Pool”); provided, that the percentage of Total Equity available for grants of time-based options in connection with new hires, promotions and rebalancing in subsequent years shall be correspondingly reduced. Each Founder’s percentage share of the Unused Time-Based Pool allocated in 2006 or 2007 (subject to such Founder’s employment with the Employer at the time of allocation) shall equal (x) the number of equity units covered by time-based options included in such Founder’s initial option award, divided by (y) the total number of equity units covered by all time-based options included in initial option awards granted on the Closing Date to all Founders (who are employed by SunGard or any of its affiliates at the time of allocation) as a group (excluding the CEO). For purposes of this Section 1.8(b), (i) “Senior Managers” shall mean those Founders who receive time-based options and performance-based options in connection with Closing, and (ii) “Key Employees” shall mean those Founders who receive time-based options, but not performance-based options, in connection with Closing.

(b) Performance-Based Options. On or before December 31, 2010, performance-based options with respect to 8.3545% of Total Equity (19,738,786.9512 Units) shall have been granted by Capital Corp. and Capital Corp. II to Senior Managers, consisting of 7.7576% of Total Equity (18,328,525.0878 Units) in grants made in connection with the Closing and the remaining 0.5969% (1,410,261.8634 Units) from a reserve pool for grants in connection with new hires, promotions, and rebalancing. At the end of each of 2006, 2007 and 2008, performance-based options shall be allocated among Senior Managers with respect to the excess, if any, of 0.11938% of Total Equity (282,052.3727 Units) over that percentage of Total Equity with respect to which performance-based options were granted in connection with new hires, promotions, and rebalancing in such year (such excess, the “Unused Performance-Based Pool”), and the percentage of Total Equity available for grants of performance-based options in connection with new hires, promotions, and rebalancing in subsequent years shall be correspondingly reduced. Each Senior Manager’s percentage share of

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the Unused Performance-Based Pool allocated in 2006, 2007, or 2008 (subject to such Senior Manager’s continued employment with the Employer) shall equal (x) the number of equity units covered by performance-based options included in such Senior Manager’s initial option award, divided by (y) the total number of equity units covered by all performance-based options included in initial option awards granted on the Closing Date to all Senior Managers (who are employed by SunGard or any of its affiliates at the time of allocation) as a group (excluding the CEO).

(ii) Any options granted under Section 1.8 that are forfeited or cancelled, or with respect to which shares issued upon exercise thereof have been called by Capital Corp., Capital Corp. II or other shareholders of Capital Corp. II pursuant to the applicable option awards or stockholders agreement by and among Capital Corp., certain of its subsidiaries and stockholders of Capital Corp. (the “Stockholders Agreement”) will be subject to allocation as determined by the board of Capital Corp. (or the compensation committee of Capital Corp.) and the CEO.

(iii) SunGard acknowledges and agrees that Executive is entering into this Agreement in reliance on the commitment of Capital Corp. and Capital Corp. II to the Senior Managers as a group and to the Key Employees as a group as set forth in this Section 1.8(b) and may enforce the provisions of this Section 1.8(b) on their behalf, including with equitable remedies to the extent available at law, and that Executive is entering into this Agreement in reliance on the acknowledgement set forth in this Section 1.8(b)(iii).

2. Termination. The Employment Period shall end and Executive’s employment shall terminate upon the occurrence of any of the first to occur of any of the events described in Sections 2.1 through 2.4 below.

2.1. Termination Without Cause; Resignation for Good Reason.

(a) Employer may terminate Executive’s employment under this Section 2.1 at any time without Cause (as defined in Section 2.7(d)) upon not less than ninety (90) days’ prior written notice to Executive; provided, however, that, in the event that such notice is given, Executive shall be allowed to seek other employment during such notice period. In addition, Executive may terminate Executive’s employment under this Section 2.1 by voluntarily resigning for Good Reason (as defined in Section 2.7(i)). Executive shall give Employer not less than thirty (30) days prior written notice of such resignation, which notice must be given within ninety (90) days after the cure period for correcting the event or condition constituting Good Reason has expired without Employer curing the event or condition resulting in Good Reason. Further, Executive’s employment shall be considered to have been terminated under this Section 2.1 if, after Employer has provided notice of intent not to renew as provided in Section 1.1, Executive’s employment terminates on the last day of the Employment Period. This Section 2.1 shall not apply if Executive’s employment is terminated by Executive without Good Reason or on account of retirement (see Section 2.2), or as a result of Executive’s Disability (as defined in Section 2.7(h)) or death (see Section 2.3), or by Employer for Cause (see Section 2.4). Any termination by Employer of Executive’s employment that is not a termination under Section 2.3 or Section 2.4 shall be considered a termination by Employer without Cause under this Section 2.1.

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(b) Upon any termination of Executive’s employment under this Section 2.1, no further payments and benefits shall be due under Section 1 of this Agreement after the end of the Employment Period and, if Executive executes and does not revoke the Release (as defined in Section 2.7(j)), then after Executive’s Date of Termination (as defined in Section 2.7(g)) Executive shall be entitled to receive all of the following:

(i) Employer shall pay to Executive a lump sum cash payment equal to the Applicable Multiplier (as defined in Section 2.7(b)) multiplied by the sum of (1) Executive’s Base Salary at the rate in effect on Executive’s Date of Termination or such higher rate in effect immediately before any reduction thereof that constituted Good Reason, plus (2) Executive’s Target Incentive Bonus (as defined in Section 2.7(k)), payable within ten (10) days after Executive’s Date of Termination.

(ii) Executive shall receive all Accrued Compensation (as defined in Section 2.7(a)).

(iii) During the Continuation Period (as defined in Section 2.7(f)), Employer shall provide to Executive continued coverage under the retirement, life insurance, long-term disability, medical, dental and other group health benefits and plans in effect for senior level executives of Employer (or substantially comparable coverage) for Executive and, where applicable, Executive’s spouse, dependents and beneficiaries, at the same contribution or premium rate as may be charged from time to time for active employees of Employer generally, as if Executive had continued in employment during such period. As an alternative, Employer may elect to pay Executive cash in lieu of such contributions or coverage in an amount equal to Executive’s after-tax cost of obtaining comparable coverage, so long as such payments are permitted without adverse tax effect to Executive under section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”). The COBRA health care continuation coverage period under section 4980B of the Code, or any replacement or successor provision of United States tax law, shall, if permitted by law and applicable plan terms, commence immediately after the Continuation Period.

(iv) SunGard shall provide a release substantially in the form attached hereto as Exhibit D. If SunGard does not provide the release required pursuant to this Section 2.1(b)(v), the Release shall be null, void and without effect, and Executive shall still receive all of the payments and benefits described in subsections (i) through (iv) above.

(c) Upon any termination of Executive’s employment under this Section 2.1, unless Section 2.1(b)(v) applies, if Executive does not execute the Release or if Executive revokes the Release, then (i) Executive shall not be entitled to the compensation and benefits provided for in subsection (b) of this Section 2.1, (ii) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (iii) Executive shall receive all Accrued Compensation.

2.2. Resignation Without Good Reason; Retirement.

(a) Executive may terminate Executive’s employment by voluntarily resigning other than for Good Reason upon ninety (90) days’ prior written notice. In such event, unless Section 2.2(b) applies, (i) after Executive’s Date of Termination, no further payments and

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benefits shall be due under Section 1 of this Agreement, and (ii) Executive shall receive all Accrued Compensation. Employer may elect to waive the notice period or any portion thereof, and, if the Employer so waives, Employer will continue to pay Executive’s Base Salary during the notice period.

(b) At any time after the third anniversary of the Closing, provided that Executive is then at least 62 years of age, Executive may terminate Executive’s employment by voluntarily retiring upon at least ninety (90) days’ prior written notice to Employer. In such event, (i) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, (ii) Executive shall receive all Accrued Compensation, and (iii) if Executive executes and does not revoke the Release, Employer shall enter into a consulting agreement with Executive pursuant to which (A) Executive shall be retained as a consultant for the twelve (12) month period immediately after the Executive’s Date of Termination (the “Consulting Period”), (B) Executive shall receive retainer fees of $10,000 per month during the Consulting Period, and (C) Executive shall be available during the Consulting Period for up to 50 hours per month at mutually agreeable times and places to consult with Employer as to issues within Executive’s knowledge and expertise. In connection with Executive’s voluntary retirement pursuant to this Section 2.2(b), SunGard shall provide a release substantially in the form attached hereto as Exhibit D. If SunGard does not provide the release required pursuant to the foregoing sentence, the Release given by Executive shall be null, void and without effect, and Executive shall still receive all of the payments and benefits described in subsections (i) through (iii) above.

2.3. Termination Due to Disability or Death. Employer may terminate Executive’s employment immediately upon notice if Executive has incurred a Disability; provided, however, that Employer shall continue to pay Executive’s Base Salary, which shall be reduced by any disability income benefits received by Executive from the Employer or any insurance plans maintained by Employer, and shall continue to provide to Executive all benefits then in effect and due under this Agreement until Employer acts to terminate Executive’s employment due to a Disability. If Employer terminates Executive’s employment due to a Disability, or if Executive dies while employed by Employer, then (a) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (b) Executive (or Executive’s Beneficiary) shall receive all Accrued Compensation.

2.4. Termination for Cause. Employer may terminate Executive’s employment at any time for Cause. In such event, (a) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (b) Executive shall receive all Accrued Compensation.

2.5. Notice of Termination. Any termination of Executive’s employment shall be communicated by a written notice of termination to the other party hereto given in accordance with Section 9. The notice of termination shall (a) indicate the specific termination provision in this Agreement relied upon, (b) briefly summarize the facts and circumstances deemed to provide a basis for a termination of employment, and (c) specify the Date of Termination in accordance with the requirements of this Agreement.

2.6. No Duty to Mitigate. Executive shall not be required to mitigate the amount of any cash payment or the value of any benefit provided for in this Agreement by seeking other

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employment, by seeking benefits from another employer or other source, or by pursuing any other type of mitigation. No payment or benefit provided for in this Agreement shall be offset or reduced by the amount of any cash compensation or the value of any benefit provided to Executive in any subsequent employment or from any other source. Notwithstanding the foregoing, if, during the Continuation Period, Executive begins to receive group health benefits from another employer that substantially duplicate health benefits being provided by SunGard pursuant to this Section 2, then Executive shall promptly notify SunGard of the duplicate benefits and SunGard may discontinue the duplicate benefits being provided pursuant to this Section 2.

2.7. Definitions.

(a) “Accrued Compensation” means all compensation, benefit payments, reimbursements and other amounts earned by, payable to, or accrued and vested for Executive through and including Executive’s Date of Termination, but not paid as of Executive’s Date of Termination, including, but not limited to, (i) Base Salary, (ii) the Target Incentive Bonus, multiplied by the number of days in which Executive was employed by Employer during the Year of Termination for the Target Incentive Bonus, including the Date of Termination, divided by 365, (iii) Executive’s Incentive Bonus for the fiscal year that ended immediately prior to Executive’s Date of Termination to the extent such Incentive Bonus was accrued and earned by, but not yet paid to, Executive as of Executive’s Date of Termination, (iv) pay for accrued, but unused, vacation, (v) reimbursable business expenses incurred by Executive on behalf of Employer and (vi) employment or retirement benefits accrued and owing to Executive under any employee benefit program of SunGard or Employer. Notwithstanding the foregoing, for purposes of Sections 2.1(c), 2.2(a), and 2.4, “Accrued Compensation” shall not include item (ii) in the immediately preceding sentence. Employer shall pay to Executive (or to Executive’s Beneficiary) a lump sum cash payment of all Accrued Compensation, payable within ten (10) days after Executive’s Date of Termination, and Executive (or Executive’s Beneficiary) shall receive any vested benefits Executive accrued or earned in accordance with the terms of any applicable benefit plans and programs of SunGard and Employer.

(b) “Applicable Multiplier” means [three (3) or two (2)].

(c) “Beneficiary” means, in the event of Executive’s death, Executive’s legal representative, executor, administrator or designated beneficiary, as applicable

(d) “Cause” means the occurrence of the events described in the following subsections (i) through (iii), provided that no act or failure to act by Executive shall be deemed to constitute Cause if done, or omitted to be done, in good faith and with the reasonable belief that the action or omission was in the best interests of Employer:

(i) at least two-thirds (2/3) of the members of the Board determined in good faith that Executive (A) was guilty of gross negligence or willful misconduct in the performance of his duties for Employer (other than due to illness or injury suffered by Executive or a member of his family, or comparable personal problem), (B) breached or violated, in any material respect, any agreement between Executive and Employer or any material policy in Employer’s Business Conduct and Compliance Program (as amended from time to time), or (C) committed an act of dishonesty or breach of trust, or is convicted of a crime, and the result of

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such dishonesty, breach of trust, or conviction of a crime is that there is material or potentially material financial or reputational harm to Employer; and

(ii) such determination was made at a duly convened meeting of the Board (A) of which Executive received written notice at least ten (10) days in advance, which notice shall have set forth in reasonable detail the facts and circumstances claimed to provide a basis for a finding that one of the events described in subsection (i) above occurred, and (B) at which Executive had a reasonable opportunity to make a statement and answer the allegations against Executive; and

(iii) either (A) Executive was given a reasonable opportunity to take remedial action but failed or refused to do so, or (B) at least two-thirds (2/3) of the members of the Board also determined in good faith, at such meeting, that an opportunity to take remedial action would not have been meaningful under the circumstances.

(e) “Change of Control” means the occurrence of (a) any consolidation or merger of Capital Corp. (or any other parent company (a “Parent Company”) of SunGard that owns each of the Availability Services Business, Financial Systems Business, Higher Education Systems Business and Public Sector Business (each as defined below)) with or into any other person, or any other corporate reorganization, transaction or transfer of securities of Capital Corp. (or such other Parent Company) by its stockholders, or series of related transactions (including the acquisition of capital stock of Capital Corp. or such other Parent Company), whether or not Capital Corp. (or such other Parent Company) is a party thereto, in which the stockholders of Capital Corp. immediately prior to such consolidation, merger, reorganization or transaction, own, directly or indirectly, capital stock either (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the economic interests in or voting power of Capital Corp. (or such other Parent Company) or other surviving entity immediately after such consolidation, merger, reorganization or transaction or (ii) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors of Capital Corp. (or such other Parent Company) or other surviving entity immediately after such consolidation, merger, reorganization or transaction, (b) any transaction or series of related transactions, whether or not Capital Corp. (or such other Parent Company) is a party thereto, after giving effect to which in excess of fifty percent (50%) of the voting power of Capital Corp. (or such other Parent Company) is owned directly, or indirectly through one or more entities, by any person and its “affiliates” or “associates” (as such terms are defined in the Rules promulgated under the Exchange Act of 1934, as amended (the “Exchange Act Rules”)) or any “group” (as defined in the Exchange Act Rules), other than, directly or indirectly, Qualified Institutional Investors (as defined in the Stockholders Agreement) (and in the case of a “group”, excluding a percentage of such “group” equal to the percentage of the voting power of such group controlled by any Qualified Institutional Investors), excluding, in any case referred to in clause (a) or (b) any Initial Public Offering (as defined in the Stockholders Agreement) or any bona fide primary or secondary public offering following the occurrence of an Initial Public Offering; or (c) a sale, lease or other disposition of all or substantially all of the assets of Capital Corp. or such other Parent Company, in each case on a consolidated basis with its subsidiaries (including the stock of SunGard), excluding, in any case referred to in clause (c), any sale, lease or other disposition to an entity of which the stockholders of Capital Corp. immediately prior to the sale, lease or other disposition own, directly or indirectly, through one or more entities, capital stock either representing directly, or indirectly through one or more entities, 50% or

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more of the economic interests or voting power. For the avoidance of doubt, a spin-off of one of the Businesses, Sale of a Business or a comparable transaction shall not, in any case, constitute a Change of Control.

(f) “Continuation Period” means the period beginning on the Date of Termination and ending on the anniversary of the Date of Termination that equals the Applicable Multiplier.

(g) “Date of Termination” means the date that the termination of Executive’s employment with Employer is effective on account of Executive’s death, Executive’s Disability, termination by Employer for Cause or without Cause, or by Executive for Good Reason or without Good Reason, as the case may be. The Employment Period shall end on the Date of Termination. “Year of Termination” means the fiscal year for the applicable performance period during which Executive’s Date of Termination occurs.

(h) “Disability” means (i) Executive has suffered a physical or mental illness or injury that has impaired Executive’s ability to substantially perform Executive’s full-time duties with Employer with or without reasonable accommodation for a period of 180 consecutive days and that qualifies Executive for benefits under Employer’s group long-term disability plan, and (ii) Executive has not substantially returned to full time employment before the Date of Termination specified in the notice of termination.

(i) “Good Reason” means (X) the occurrence, without Executive’s express written consent (which may be withheld for any reason or no reason), of any of the events or conditions described in the following subsections (i) through (viii), provided that upon Executive’s becoming aware or at such time as Executive should have been aware of the occurrence of any such event or condition or series of related events or conditions, Executive shall have given notice of Good Reason to Employer and Employer shall not have fully corrected the situation within ten (10) days after such notice of Good Reason.

(i) A reduction by Employer in Executive’s Base Salary (other than a reduction that is part of a general salary reduction program affecting executives of SunGard, approved by the Chief Executive Officer and the Board consistent with Section 1.4 hereof); or

(ii) A reduction or negative change by Employer in the type or level of compensation and benefits (other than Base Salary) to which Executive is entitled under this Agreement, other than any such reduction or change that is part of and consistent with a general reduction or change applicable to all officers of Employer unrelated to a Change of Control; or

(iii) A failure by Employer to pay or provide to Executive any compensation or benefits to which Executive is entitled; or

(iv) A change in Executive’s status, positions, titles, offices or responsibilities that constitutes a material and adverse change from Executive’s status, positions, titles, offices or responsibilities as in effect immediately before such change; or the assignment to Executive of any duties or responsibilities that are substantially inconsistent with Executive’s status, positions, titles, offices or responsibilities as in effect immediately before such assignment; or any removal of Executive from or failure to reappoint or reelect Executive to any

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of such positions, titles or offices; provided that termination of Executive’s employment by Employer for Cause, by Executive other than for Good Reason (as defined in any of the other subsections of this subsection (i)) or as a result of Executive’s death or Disability shall not be deemed to constitute or result in Good Reason under this subsection (iv); or

(v) (A) If Executive was based at SunGard’s principal executive offices in Wayne, Pennsylvania, as of the day immediately prior to Closing, Employer changing the location of SunGard’s principal executive offices to a location more than thirty (30) miles from the location of such offices, or Employer’s requiring Executive to be based at a location other than SunGard’s principal executive offices; (B) if Executive was based at a SunGard location in Manhattan as of the day immediately prior to the Closing, Employer requiring Executive to be based at a location outside Manhattan; or (C) if Executive was not based at SunGard’s principal executive offices or at a SunGard location in Manhattan on the day immediately prior to the Closing, Employer’s requiring Executive to be based at any location which results in Executive’s regular commuting distance being thirty (30) or more miles greater than Executive’s regular commuting distance as of the day immediately prior to the Closing; provided that in all such cases Employer may require Executive to travel on Employer business including being temporarily based at other Employer locations as long as such travel is reasonable and is not materially greater or different than Executive’s travel requirements before the Closing; or

(vi) Any material breach by SunGard or Employer of this Agreement or any other agreement between SunGard or Employer and Executive; or

(vii) The failure by Employer to obtain, before completion of either (A) a Change of Control, or (B) the Sale of a Business (as defined in Section 3.2(c)) if Executive is not employed by the Retained Business (as defined in Section 3.2(b)) after the Sale of a Business, an agreement in writing from any successors and assigns, to assume and agree to perform this Agreement; or

(viii) The provision of notice by Employer pursuant to Section 1.1 of nonrenewal of this Agreement.

(j) “Release” means a release substantially in the form of Exhibit C attached to this Agreement, which may be subsequently modified only based on recommendations of SunGard’s counsel to reflect changes in applicable law after the date of this Agreement.

(k) “Target Incentive Bonus” means Executive’s annual Incentive Bonus amount(s) payable at the Goal(s) in accordance with the Executive’s EIC plan for the Year of Termination, or such higher amount(s) in effect immediately before any reduction thereof that constituted Good Reason.

3. Sale of a Business.

3.1. Employment With Sold Business. Upon the Sale of a Business, if Executive is employed by the Sold Business (as defined in Section 3.2(d)) immediately before completion of the sale, then at the time of the Sale of a Business, Executive may request that the Retained Business hire Executive on terms and conditions substantially similar to those set forth in this Agreement, and the Retained Business shall use its commercially reasonable efforts to hire Executive, if practicable.

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3.2. Definitions.

(a) “Business” means SunGard’s businesses after the Closing, which consists of four separate businesses: (i) the availability services business segment (the “Availability Services Business”), (ii) the investment support systems business segment (the “Financial Systems Business”), (iii) the higher education systems business segment (the “Higher Education Systems Business”), and (iv) the public sector systems business segment (the “Public Sector Business”). For purposes of this Agreement, any future business acquired by SunGard after Closing that is not included in the Availability Services Business will automatically be considered part of the Financial Systems Business, Higher Education Systems Business or Public Sector Business, as determined by the Board in its sole discretion.

(b) “Retained Business” means the Business that is not being sold in the Sale of a Business.

(c) “Sale of a Business” means the sale, exchange or other disposition or transfer of all or substantially all of the business or assets of one of the four Businesses to a purchaser that is unrelated to SunGard or any of the Investors; provided that a Sale of a Business shall not also constitute a Change of Control.

(d) “Sold Business” means the Business that is being sold in the Sale of a Business.

4. Tax Gross-Up Payments.

4.1. Amount. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment (including any of the Tax Gross-Up Payments as defined below in this Section 4.1) or benefit (including any accelerated vesting of options or other equity awards) made or provided, or to be made or provided, by Employer or SunGard (or any successor thereto or affiliate thereof) to or for the benefit of Executive, whether pursuant to the terms of this Agreement, any other agreement, plan, program or arrangement of or with Employer or SunGard (or any successor thereto or affiliate thereof) or otherwise (a “Total Payment”), will be subject to the excise tax imposed by section 4999 of the Code or any comparable tax imposed by any replacement or successor provision of United States tax law (the “Excise Tax”), in spite of all customary reasonable efforts by SunGard and Executive to avoid incurring such tax, including by procuring a shareholder vote in satisfaction of the shareholder approval requirements described in Treas. Reg. Section 1.280G-1, Q&A-7, to the extent applicable, then SunGard shall pay to Executive one or more additional cash payments (the “Tax Gross-Up Payments”) in such amounts so that the net cash amount retained by Executive, after deduction or payment of (a) the Excise Tax imposed on the Total Payments (including the Excise Tax imposed on the Tax Gross-Up Payments) and (b) all federal, state and local income and employment taxes imposed upon the Tax Gross-Up Payments, shall equal the excess of the Total Payments over the Tax Gross-Up Payments (it being understood that this is a circular definition that requires a reiterative calculation); provided, that to the extent any Tax Gross-Up Payment would be considered deferred compensation for purposes of section 409A of the Code, the

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manner and time of payment, and the provisions of this Section 4, shall, if possible, be adjusted to the mutual satisfaction of SunGard and Executive to the extent necessary (but only to the extent necessary) to comply with the requirements of section 409A of the Code with respect to such payment so that the payment does not give rise to the interest or additional tax amounts described at section 409A(a)(1)(B) or section 409A(b)(4) of the Code (the “Section 409A penalties”); and further provided, that if, notwithstanding the immediately preceding proviso, the Tax Gross-Up Payment cannot be made to conform to the requirements of Section 409A of the Code without economic consequences that are greater than the lesser of 5% of the Tax Gross-Up Payment with respect to Executive or $75,000, the amount of the Tax Gross-Up Payment shall be determined by taking into account any amount necessary to pay the Section 409A penalties. For purposes of this Agreement, the term Total Payment shall also include any payments or benefits made or provided, or to be made or provided, to Executive that become subject to the Excise Tax as a result of the Merger of Merger Co with and into SunGard, irrespective of whether such payments or benefits are made or provided before or after the Closing, but in all events subject to the proviso in the preceding sentence.

4.2. Method of Determination. One or more determinations (each a “Tax Determination”) as to (a) whether any of the Total Payments will be subject to the Excise Tax, (b) the amount of the Excise Tax imposed thereon, and (c) the calculation of the related Tax Gross-Up Payment shall be made by SunGard in consultation with such accounting and tax professionals as SunGard considers necessary (with all costs related thereto paid by SunGard). For purposes of determining whether any of the Total Payments will be subject to the Excise Tax, (i) all of the Total Payments shall be treated as “parachute payments” (within the meaning of section 280G of the Code) unless and to the extent that in the written advice of an independent accountant selected (and paid for) by SunGard and reasonably acceptable to Executive (the “Accountant”), certain Payments should not constitute parachute payments, and (ii) all “excess parachute payments” (within the meaning of section 280G of the Code) shall be treated as subject to the Excise Tax unless and only to the extent that the Accountant advises SunGard that such excess parachute payments are not subject to the Excise Tax. For purposes of determining the amount of any Tax Gross-Up Payment, Executive shall be deemed to pay (x) federal income tax at the highest marginal rate in effect for the calendar year during which such Tax Gross-Up Payment is to be made, (y) FICA taxes at the highest rate applicable to wages in excess of the Social Security taxable wage base in effect for such calendar year, and (z) state and local income taxes at the highest marginal rates in effect for such calendar year in the state and local municipality of Executive’s principal residence as of the Date of Termination or the date that any portion of the Total Payment becomes subject to the Excise Tax, net of the reduction in federal income tax attributable to the deduction of such state and local income taxes, and taking into account any limitation on deductions or credits or comparable negative impact for purposes of federal income tax as a result of the Total Payments made to Executive during such calendar year.

4.3. Finalization and Payment. An initial Tax Gross-Up Payment shall be made to Executive within ten (10) days after the Date of Termination or such other prior or subsequent date that any portion of any Total Payment becomes subject to the Excise Tax (such tenth day is referred to as a “Payment Date”); provided that if the amount thereof cannot be fully determined by the Payment Date, SunGard shall pay to Executive by the Payment Date an estimate of such payment, determined by SunGard reasonably and in good faith, and SunGard shall pay to

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Executive the remainder of such payment (if any) as soon as the amount thereof can be determined but in no event later than twenty (20) days after the Payment Date. Whenever any Tax Gross-Up Payment (or estimate thereof) is made to Executive, SunGard shall provide to Executive SunGard’s Tax Determination related to such payment, together with detailed supporting calculations and explanations and, if applicable, written advice of an Accountant. Executive shall have the right to dispute any Tax Determination (a “Tax Dispute”) by so notifying SunGard within fifteen (15) days after receiving such Tax Determination and the required supporting documentation. Each Tax Determination shall become final and binding upon the parties (a) if there is no Tax Dispute, at the end of such fifteen (15) day period, without change, or (b) if there is a Tax Dispute, upon final resolution of such Tax Dispute, with such changes as may result from such Tax Dispute. Other than the initial or an estimated Tax Gross-Up Payment as provided for above, any Tax Gross-Up Payment due from SunGard to Executive shall be paid within ten (10) business days after the related Tax Determination becomes final and binding, provided that, in the event of a Tax Dispute, any undisputed portion of the Tax Gross-Up Payment shall be paid within ten (10) business days after Executive notifies SunGard of the Tax Dispute.

4.4. Underpayments and Overpayments. The parties acknowledge that, as a result of potential uncertainties in the application of the provisions of the Code dealing with the Excise Tax, it is possible that Tax Gross-Up Payments should have been made by SunGard but were not (an “Underpayment”) or that Tax Gross-Up Payments made by SunGard should not have been made (an “Overpayment”). In either such event, SunGard shall make a Tax Determination of the amount of the Underpayment or Overpayment that has occurred, and Executive shall have the right to initiate a Tax Dispute related thereto. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by SunGard to or for the benefit of Executive. In the case of an Overpayment, Executive shall, at the direction and expense of SunGard, take such steps as are reasonably necessary (including promptly refunding the amount of such overpayment and filing amended returns and claims for refunds), follow SunGard’s reasonable instructions and otherwise reasonably cooperate with SunGard to correct such Overpayment.

5. Restrictive Covenants.

5.1. Non-disclosure. At all times after the Closing and continuing at all times after Executive’s Date of Termination, and except as required by applicable law or in a judicial or administrative proceeding, Executive shall not disclose to anyone outside Capital Corp., or use for the benefit of anyone other than Capital Corp., any confidential or proprietary information relating to Capital Corp.’s business, whether acquired by Executive before, during or after employment with Employer. Executive acknowledges that Capital Corp.’s proprietary and confidential information includes, by way of example: (a) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (b) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (c) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (d) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (e) screen designs, report designs and other designs, concepts and visual expressions for software products; (f) employment and payroll records; (g) forecasts, budgets, acquisition models and other non public financial information; and (h) expansion plans, business or development plans, management policies, information about

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possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies. The provisions of this Section 5.1 shall survive any termination or expiration of this Agreement.

5.2. Works and Ideas. Executive shall promptly communicate to Capital Corp., in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “Works and Ideas”) pertaining to Capital Corp.’s business in any material respect, whether or not patentable or copyrightable, that are made, written, developed or conceived by Executive, alone or with others, at any time (during or after business hours) while Executive is employed by Employer or Capital Corp. (including at any time prior to the date of this Agreement) or during the three (3) months after Executive’s Date of Termination. Executive acknowledges that all of those Works and Ideas will be Capital Corp.’s exclusive property, and hereby assigns and agrees to assign all of Executive’s right, title and interest in those Works and Ideas to Capital Corp. Executive shall sign all documents that Capital Corp. reasonably requests to confirm its ownership of those Works and Ideas, and shall reasonably cooperate with Capital Corp., at Capital Corp.’s expense, to allow Capital Corp. to take full advantage of those Works and Ideas.

5.3. Non-competition and Non-solicitation. During the Employment Period, the Continuation Period, and the Consulting Period, if applicable, whether or not payments are being made, provided that SunGard and Employer have not defaulted in any material respect upon any of its obligations under this Agreement or otherwise to Executive, Executive shall not, directly or indirectly, (a) render any material services for any organization, or engage in any business, that competes in any material respect with Capital Corp.’s business, or (b) solicit or contact, for the purpose or with the effect of competing or interfering with Capital Corp.’s business in any material respect (i) any customer or acquisition target under contract with Capital Corp. at any time during the last two (2) years of Executive’s employment with Employer, (ii) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from Capital Corp. at any time during the last two (2) years of Executive’s employment with Capital Corp., (iii) any affiliate of any such customer or prospect, (iv) any of the individual contacts at customers or acquisition targets established by Capital Corp., Executive or others at Capital Corp. during the period of Executive’s employment with Employer, or (v) any individual who is an employee or independent contractor of Capital Corp. at the time of the solicitation or contact or who was an employee or independent contractor of Capital Corp. within three (3) months before such time.

5.4. Injunctive Relief. Executive acknowledges that Executive’s failure to perform any of the covenants in this Section 5 would cause irreparable injury to Capital Corp. and SunGard and cause damages to Capital Corp. and SunGard that would be difficult or impossible to ascertain or quantify. Accordingly, without limiting any other remedies that may be available with respect to any breach of this Section 5, Executive consents to the entry of an injunction to restrain any breach of this Section 5, without the posting of a bond.

5.5. Scope. For purposes of this Section 5, as applicable, the term “Capital Corp.” shall include (a) Capital Corp. and all of its subsidiaries (including, but not limited to, Employer) and (b) SunGard and all of its subsidiaries for periods before the Closing. Notwithstanding Section 11(b) of this Agreement, upon a Change of Control, or upon the Sale of a Business if Executive is not employed by the Retained Business, the restrictive covenants of this Section 5

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are intended to apply and shall apply only to the business of Capital Corp. or its subsidiaries or the Sold Business as conducted immediately preceding the sale and not to any greater scope of business or other businesses that may be conducted by the acquirer of or successor to Capital Corp. or the Sold Business that assumes this Agreement as a result of the sale.

6. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by SunGard or Employer, as applicable, and for which Executive may qualify; provided, however, that if Executive becomes entitled to and receives the payments provided for in Section 2.1(b) of this Agreement, Executive hereby waives Executive’s right to receive payments under any severance plan or policy applicable to all employees of SunGard or Employer, as applicable.

7. Survivorship. The respective rights and obligations of the parties under this Agreement shall survive any termination of Executive’s employment to the extent necessary to preserve the intention of such rights and obligations.

8. Dispute Resolution. In the event of any dispute relating to Executive’s employment, the termination thereof, or this Agreement, other than a dispute in which the primary relief sought is an equitable remedy such as an injunction, the parties shall be required to have the dispute, controversy or claim settled by alternative dispute resolution conducted by JAMS (or, if JAMS is not available, another mutually agreeable alternative dispute resolution organization), in the city of Executive’s principal place of employment. Any award entered by JAMS (or such other organization) shall be final, binding and nonappealable, and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This Section 8 shall be specifically enforceable. JAMS (or such other organization) shall have no authority to modify any provision of this Agreement. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY AS TO ALL CLAIMS HEREUNDER.

9. Notices. All notices and other communications required or permitted under this Agreement or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when received):

If to SunGard, to:

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, PA 19087

Attention: Victoria E. Silbey, Esquire

If to Employer, to:

SunGard Systems International Inc.

c/o SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, PA 19087

Attention: Victoria E. Silbey, Esquire

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With a required copy to:

Ropes & Gray LLP

One International Place

Boston, MA 02110

Attention: Alfred O. Rose, Esquire

If to Executive, to:

With a required copy to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103-2921

Attention: Robert J. Lichtenstein, Esquire

or to such other names or addresses as SunGard, Employer or Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section.

10. Contents of Agreement; Amendment and Assignment.

(a) This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment approved by the Board and executed on its behalf by a duly authorized officer (other than Executive) and by Executive. This Agreement supersedes the provisions of any employment or other agreement between Executive and SunGard or Employer that relate to any matter that is also the subject of this Agreement, including, but not limited to, the Change in Control Agreement and the Transition Agreement, and such other agreements are terminated immediately prior to Closing and will be null and void as of the Closing; provided, however, that this provision shall not apply to any agreement outstanding on the date this Agreement becomes effective related to (1) Executive’s options to purchase or other rights to equity of Capital Corp., a subsidiary of Capital Corp., or SunGard or (2) Executive’s rights to indemnification as an officer and/or director of SunGard.

(b) All of the terms and provisions of this Agreement, including, but not limited to the restrictive covenants of Section 5 of this Agreement, shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Executive under this Agreement are of a personal nature and shall not be assignable or delegatable in whole or in part by Executive. SunGard shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of SunGard, or the successor of a Business if a Sale of a Business occurs and Executive is not employed by the Retained Business, within fifteen (15) days of such succession, expressly to assume and agree to perform this Agreement in

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the same manner and to the same extent as SunGard would be required to perform if no such succession had taken place.

11. Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

12. Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Agreement or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

13. Beneficiaries/References. Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit payable under this Agreement following Executive’s death by giving SunGard written notice thereof. In the event of Executive’s death or a judicial determination of Executive’s incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to Executive’s beneficiary, estate or other legal representative.

14. Miscellaneous. All Section headings used in this Agreement are for convenience only. This Agreement may be executed in counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.

15. Withholding. All payments under this Agreement shall be made subject to applicable tax withholding, and Employer shall withhold from any payments under this Agreement all federal, state and local taxes as Employer is required to withhold pursuant to any law or governmental rule or regulation. Executive will deliver to Employer amounts required to be withheld from non-cash compensation. Except as specifically provided otherwise in this Agreement, Executive shall bear all expense of, and be solely responsible for, all federal, state and local taxes due with respect to any payment received under this Agreement.

16. No Withholding of Undisputed Payments. During the pendency of any dispute or controversy, Employer shall not withhold any payments or benefits due to Executive, whether under this Agreement or otherwise, except for the specific portion of any payment or benefit that is the subject of a bona fide dispute between the parties.

17. Legal Fees and Expenses. All costs and expenses (including court and arbitration costs and reasonable legal fees and expenses that reflect common practice with respect to the matters

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involved) (“Legal Costs”) incurred by Executive as a result of any claim, action or proceeding arising out of this Agreement or the contesting, disputing or enforcing of any provision, right or obligation under this Agreement (a “Claim”) shall be paid, or reimbursed to Executive on an after-tax basis as to (a) 100% of such Legal Costs if Executive either recovers damages (in cash or in-kind, such as benefits) or is the prevailing party on a material non-monetary claim (such as a dispute regarding a restrictive covenant), and (b) 50% of such Legal Costs if Executive does not recover any damages and is not the prevailing party on any material non-monetary claim; provided, that the dispute was a bona fide dispute by Executive and that Executive did not act in bad faith.

18. Indemnification.

(a) SunGard shall indemnify Executive, to the fullest extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by Executive, including the cost of legal counsel, in connection with any action, suit or proceeding to which Executive may be made a party by reason of Executive being or having been an officer, director, or employee of SunGard or Employer or any of their respective subsidiaries or affiliates.

(b) Executive shall be covered during the entire term of this Agreement and thereafter for at least six (6) years by officer and director liability insurance in amounts and on terms similar to that afforded to other executives and/or directors of SunGard, Employer or their affiliates, which such insurance shall be paid by SunGard.

(c) Executive’s indemnification agreement with SunGard, as in effect before the Closing, shall continue in full force and effect for matters related to SunGard prior to the Closing, and shall be guaranteed by SunGard. SunGard shall provide Executive with a new indemnification agreement for matters arising after the Closing that is substantially comparable to that in effect prior to the Closing.

19. Governing Law and Procedures. This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws provisions. SunGard and Executive each irrevocably and unconditionally (i) agrees that any action commenced by SunGard for preliminary and permanent injunctive relief and other equitable relief, may be brought in the United States District Court for the Federal district in which Executive’s principal place of employment is located, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in the state and county in which Executive’s principal place of employment is located, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which SunGard or Executive may have to the laying of venue of any such suit, action or proceeding in any such court. SunGard and Executive each also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 9.

20. Law/Accounting Changes.

(a) If after the Closing, a change in the law or accounting rules results in a materially adverse effect on Executive’s rights and benefits under this Agreement, the Board (or its designated committee) shall review this Agreement in light of such changes in the law or

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accounting rules to determine whether SunGard and Executive should negotiate a new employment agreement or amend this Agreement to take into account any such changes in the law or accounting rules. Executive may also request that the Board review this Agreement in light of any such changes in the law or accounting rules. Notwithstanding the above, nothing herein obligates SunGard to negotiate or amend this Agreement.

(b) If it is determined that that Executive’s Continuation Options have been structured in a manner that would result in adverse tax treatment under Section 409A of the Code, the parties agree to cooperate in taking all reasonable measures to restructure the arrangement to minimize or avoid such adverse tax treatment; provided, however, that, if any payment due to Executive is delayed as a result of Section 409A of the Code, Executive shall be entitled to be paid interest on such amount at an annual rate equal to the prime rate, as published in The Wall Street Journal, in effect as of the originally scheduled date of payment. If after considering all reasonable measures the parties determine that this Agreement or a related arrangement cannot be amended or restructured to minimize or avoid adverse tax treatment under Section 409A of the Code, the Executive will be entitled to payment of an additional amount to make the Executive whole, on a net after-tax basis, for any resulting excise taxes and interest charges imposed under Section 409A. Such additional amount will be paid to the Executive not later than the due date of the Executive’s tax return for the year in which the relevant tax or penalty is imposed. For the purpose of this Section 20(b), “Continuation Options” shall mean any options for stock of Capital Corp. and Capital Corp. II that have automatically converted in the Merger from options for common stock of SunGard.

21. Put Right with respect to Purchased Shares upon Termination.

(a) Upon termination of Executive’s employment for any reason, the provisions of this Section 21 shall apply with respect to any Purchased Shares (as defined below) held by Executive and Section 6 of the Stockholders Agreement shall not apply with respect to such Purchased Shares. “Purchased Shares” shall mean all Shares held by Executive that were purchased by Executive on or before the date this Agreement becomes effective. Capitalized terms used in this Section 21 and not otherwise defined in this Agreement shall have the meanings assigned to them in Executive’s Initial Option Awards.

(b) If Executive’s employment terminates as a result of Executive’s Disability or death, Executive (or the Executive’s Beneficiary) shall have a Put Option with respect to any Purchased Shares held by Executive at any time on or after Executive’s Date of Termination, provided that such Put Option shall terminate upon an IPO.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first above written.

SUNGARD DATA SYSTEMS INC.
By:	*
Name:	Michael J. Ruane
Title:	Senior Vice President – Finance, Chief Financial Officer
EXECUTIVE

For good and valuable consideration, including Executive’s agreement to serve as [Title] of [Employer], the obligations of SunGard Data Systems Inc. under this Employment Agreement, dated August     , 2005, with [Executive] shall be, jointly and severally, guaranteed by SunGard Capital Corp., SunGard Capital Corp. II and [Employer]. In addition, SunGard Capital Corp. and SunGard Capital Corp. II agree to be bound by the terms of Section 1.8 of the Employment Agreement which are expressly applicable to SunGard Capital Corp. and SunGard Capital Corp. II.

SUNGARD CAPITAL CORP.
By:	*
Name:	Michael J. Ruane
Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary

Dated: August     , 2005

SUNGARD CAPITAL CORP. II
By:	*
Name:	Michael J. Ruane
Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary

Dated: August     , 2005

[EMPLOYER]
By:	*
Name:	Michael J. Ruane
Title:	Assistant Vice President

Dated: August     , 2005

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

Name: Michael J. Ruane

[Employment Agreement Signature Page]

EX-10.21

Exhibit 10.21

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) entered into and made effective this 11th day of August, 2005, by and between [Executive] (“Executive”) and SunGard Data Systems Inc. (“SunGard”).

WHEREAS, Executive is currently employed by SunGard or a subsidiary thereof, and previously entered into a Change in Control Agreement with SunGard, dated as of December 15, 2004 and clarified by memorandum dated December 30, 2004, (the “Change in Control Agreement”) pursuant to which Executive will be entitled to certain benefits if a change in control (as defined in the Change in Control Agreement) occurs;

WHEREAS, SunGard and Solar Capital Corp., a Delaware corporation, (“Merger Co”) have entered into the Agreement and Plan of Merger, dated as of March 27, 2005 and as it may be amended from time to time (the “Merger Agreement”), pursuant to which Merger Co will be merged with and into SunGard (the “Merger”);

WHEREAS, private equity funds sponsored by Silver Lake Partners, Bain Capital, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts, Providence Equity Partners and Texas Pacific Group (collectively, the “Investors”) are stockholders of SunGard Capital Corp. (“Capital Corp.”) and SunGard Capital Corp. II (“Capital Corp. II”), the holding companies of SunGard immediately after the Merger;

WHEREAS, in connection with the Merger Agreement, the Investors and Executive entered into an agreement, dated as of March 27, 2005, (the “Transition Agreement”) pursuant to which (i) the Investors and Executive agreed to Executive’s continued employment with SunGard (or a subsidiary of SunGard) (the “Employer”) after the consummation of the Merger (the “Closing”) on the terms and conditions set forth in the Transition Agreement and the Exhibits thereto, and (ii) Executive agreed to waive his rights and entitlements under the Change in Control Agreement effective immediately prior to the Closing in exchange for certain payments, benefits and commitments that the Investors agreed to cause to be provided under one or more definitive agreements to be entered into between SunGard and/or the Employer, as applicable, and Executive in which the terms and conditions set forth in the Transition Agreement and the Exhibits thereto will be memorialized; and

WHEREAS, in accordance with the foregoing, SunGard and Executive desire to enter into this Agreement to set forth the terms of Executive’s employment with the Employer, effective as of the Closing.

NOW, THEREFORE, intending to be legally bound and in consideration of the mutual covenants and conditions herein contained, the parties hereby agree as follows:

1. Employment. Effective upon the Closing, Employer hereby employs Executive, and Executive hereby accepts such employment and shall perform Executive’s duties and responsibilities, in accordance with the terms, conditions and provisions hereinafter set forth.

1.1. Term of Agreement and Employment Period. This Agreement shall be effective as of the Closing and shall continue in effect until December 31, 2010, provided that effective as of December 31, 2009 and as of the last day of each subsequent calendar year (each such date is referred to hereinafter as a “Year-End Date”), the term of this Agreement shall be automatically extended for an additional one (1) year period unless, at least twelve (12) months before any Year-End Date, Employer gives written notice to Executive of intent not to renew, in which case (i) this Agreement shall terminate on the first Year-End Date that occurs at least twelve (12) months after the notice of non-renewal is provided or on such later date when Employer’s obligations to provide severance and benefits hereunder and Executive’s obligations to comply with the restrictive covenants hereunder shall have been fully satisfied, and (ii) the Employment Period (as defined below) shall terminate on the first Year-End Date that occurs at least twelve (12) months after the notice of non-renewal is provided unless earlier terminated pursuant to Section 2 below. The period during which this Agreement is in effect is hereinafter referred to as the “Term” and the portion of the Term during which Executive is employed by Employer hereunder is hereinafter referred to as the “Employment Period.” This Agreement shall not become effective until the Closing. Notwithstanding anything in this Agreement to the contrary, this Agreement shall be null, void and without effect upon termination of the Merger Agreement pursuant to Section 8.01 thereof.

1.2. Duties and Responsibilities. During the Employment Period, Executive shall serve as the [Title] of [Employer], or in such other position as is mutually agreed by the Chief Executive Officer of SunGard (the “CEO”) and Executive. Executive’s principal employment duties and responsibilities shall be those duties and responsibilities customary for such position and such other duties and responsibilities as Executive’s supervisor, the CEO or the Board of Directors of SunGard (the “Board”) shall reasonably assign to Executive.

1.3. Extent of Service. Executive shall use Executive’s best efforts to carry out Executive’s duties and responsibilities under Section 1.2 hereof and, consistent with the other provisions of this Agreement, shall devote substantially all of Executive’s business time, attention and energy thereto. The foregoing shall not be construed as preventing Executive from (a) making passive investments in other businesses or enterprises, or (b) engaging in any other business activity unless, in the judgment of the Board, it is likely to interfere in any material respect with Executive’s ability to discharge Executive’s duties and responsibilities to Employer. In addition, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees; deliver lectures; fulfill speaking engagements or teach at educational institutions; and to manage personal investments (subject to the immediately preceding sentence); provided that such activities do not interfere in any material respect with the performance of Executive’s responsibilities as an employee in accordance with this Agreement. Executive may serve on one (1) corporate board of another company (and committees thereof) during the Employment Period subject to approval by the CEO, and service on any additional corporate boards or committees will require the prior approval of the Board. Notwithstanding the foregoing, to the extent that Executive is serving on the corporate board of any other company immediately prior to the Closing, Executive shall continue to be eligible to serve on such corporate board or committee after the Closing. Schedule 1 to this Agreement lists the corporate boards and committees for which Executive is serving immediately prior to the Closing.

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1.4. Base Salary. For all the services rendered by Executive hereunder, during the Employment Period, Employer shall pay Executive a base salary at the annual rate of [Salary], payable in installments in accordance with Employer’s normal payroll practices. During the Employment Period, Executive’s base salary shall be reviewed annually by the Board (or the compensation committee of the Board), in consultation with the CEO, pursuant to Employer’s normal compensation and performance review policies for senior level executives, which shall be substantially similar to SunGard’s normal policies before the Closing, subject to such changes as may be approved by the CEO and the Board. The amount of any increase for each year shall be determined at such times as bonuses are normally paid to executives of the Employer and shall be retroactive to January 1 of that year. Executive’s base salary shall not be decreased during the Employment Period; provided, that the foregoing shall not apply to any reduction that is part of a general salary reduction program affecting executives of SunGard, approved by the CEO and the Board, to the extent such reduction does not reduce Executive’s Base Salary below the Base Salary of Executive as of the Closing. For purposes of this Agreement, the term “Base Salary” shall mean the amount of Executive’s base salary established from time to time pursuant to this Section 1.4.

1.5. Incentive Bonus.

(a) For the 2005 calendar year, Executive shall be eligible to receive an annual incentive bonus under SunGard’s Executive Incentive Compensation (“EIC”) plan as in effect immediately prior to the Closing, which bonus shall be determined in accordance with SunGard’s past practices and the EIC plan’s terms. The calculations of actual earnings per share, operating income or other relevant financial targets in Executive’s 2005 EIC plan will be determined on a pro forma basis as if the Merger did not occur until after December 31, 2005, using, as applicable, assumptions regarding SunGard’s capital structure for the balance of 2005, projected debt levels, software capitalization and amortization, and weighted average shares outstanding, that are consistent with SunGard’s 2005 operating budget that was provided to the Investors and on which Executive’s EIC plan targets were originally based. In determining whether the applicable financial targets have been achieved, (i) all management and transaction fees and extraordinary items and non-cash equity incentive expenses related to the Merger and (ii) solely to the extent consistent with SunGard’s past practice in determining satisfaction of EIC goals, all acquisitions and dispositions by SunGard or any of its subsidiaries in the ordinary course of business during 2005 and all items related thereto shall be disregarded.

(b) During the Employment Period, but beginning with the 2006 calendar year, Executive shall be entitled to participate in Employer’s EIC plan which shall establish an aggregate bonus opportunity for all executives as a group and an overall compensation philosophy that are consistent with SunGard’s practice before the Closing, provided that the Board (or compensation committee of the Board) may re-align the performance metrics and other terms after consultation with the CEO. Each year, Executive’s EIC plan shall specify the annual incentive bonus amount(s) to be paid to Executive at certain specified financial performance targets, which may include (i) four quartile targets (which was the method generally used by SunGard before the Closing for incentives based on earnings per share); (ii) minimum, midpoint and maximum targets (which was the method generally used by SunGard before the Closing for incentives based on operating income); (iii) a target clearly identified as the “goal,” or (iv) some other manner of specifying financial performance targets (the fourth quartile target, maximum target, identified “goal” target or highest specified financial performance target, without taking into account any incentive override for above goal performance, is referred to as the “Goal”).

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For purposes of this Agreement, the term “Incentive Bonus” shall mean the amount of Executive’s annual incentive bonus established from time to time pursuant to this Section 1.5.

1.6. Retirement, Welfare and Other Benefit Plans and Programs. During the Employment Period, Executive shall be entitled to participate in all employee retirement, welfare, and other benefit plans and programs (other than any equity-based compensation plan or program) made available to Employer’s senior level executives as a group or to its employees generally, as such plans and programs may be in effect from time to time and subject to the eligibility requirements of the plan or program. During the Employment Period, Executive shall be entitled to a leased car or car allowance at a monthly rate that is no less than that provided by SunGard to Executive before the Closing. During the Employment Period, Executive shall be entitled to vacation and sick leave in accordance with Employer’s vacation, holiday and other pay for time not worked policies as in effect from time to time. Benefits pursuant to such plans, programs and policies (other than any equity-based compensation plan or program) shall be substantially similar to SunGard’s plans, programs and policies in place prior to the Closing, subject to such changes as are similar to changes previously made from time to time by SunGard to its plans, programs or policies or as may be approved by the CEO before or after the implementation of such change.

1.7. Reimbursement of Expenses. Executive shall be provided with reimbursement of reasonable expenses related to Executive’s employment by Employer in accordance with Employer’s normal business expense reimbursement practices, subject to such changes as may be approved by the CEO.

1.8. Stock Options.

(a) Initial Stock Option Grants. Effective upon the Closing, initial stock option grants shall be made to Executive under the SunGard 2005 Management Incentive Plan (the “Incentive Plan”). The terms and conditions of such stock option grants shall be as set forth in the time-based and performance-based stock option award agreements attached hereto as Exhibit A and Exhibit B, respectively (the “Initial Option Awards”), which are specifically incorporated herein by reference.

(b) Future Stock Option Grants.

(i) On or before December 31, 2010, Capital Corp. and Capital Corp. II shall have granted, in the aggregate, options with respect to 14.2127% of Total Equity (33,579,495.1506 Units (as defined in the Initial Option Awards)); it being understood that, except with respect to the grant of options in connection with Closing and the reallocation of a certain portion of the option pool as expressly required herein, the approval of the compensation committee of Capital Corp. and Capital Corp. II and the CEO shall be necessary for any grant of options in Capital Corp. and Capital Corp. II. The terms and conditions of any stock options granted to Executive in accordance with Section 1.8(b)(i)(a) or (b) shall be the same as the terms and conditions of the Initial Option Awards, except that the exercise price shall be the then current fair market value and vesting shall occur within the time periods set forth in this

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Section 1.8(b)(i). For purposes of this Section 1.8(b), “Total Equity” means the total outstanding shares of Class A Common Stock, par value $0.001 per share (“Class A”), and Class L Common Stock, par value $0.001 per share (“Class L”), of Capital Corp. and Preferred Stock, par value $0.001 per share (“Preferred Stock”), of Capital Corp. II immediately after Closing, calculated on a fully-diluted basis assuming the full grant and exercise of the 14.2127% (33,579,495.1506 Units) option pool referred to herein, whether or not vested or exercisable, it being understood that such options will be for Units consisting of Class A, Class L and Preferred Stock.

(a) Time-Based Options. On or before December 31, 2010, time-based options with respect to 5.8581% of Total Equity (13,840,708.1995 Units) shall have been granted by Capital Corp. and Capital Corp. II, respectively. Time-based options to purchase equity units accounting for 5.4550% of Total Equity (12,888,326.6328 Units) will be granted at Closing, with (i) 3.5264% of Total Equity (8,331,732.5137 Units) in grants made to Senior Managers and 1.9286% of Total Equity (4,556,594.1191 Units) in grants made to Key Employees. The remaining 0.4031% (952,381.5666 Units) (0.3317% (783,688.8257 Units) for Senior Managers and 0.0714% (168,692.7409 Units) for Key Employees) will be held back to be granted in connection with future hires, promotions and rebalancing, with the excess, if any, of 0.08062% of Total Equity (190,476.3133 Units) over that percentage of Total Equity with respect to which time-based options were granted in connection with new hires, promotions, and rebalancing to be granted at the end of each of 2006 and 2007 to all persons (“Founders”) who received time-based options at Closing (such excess, the “Unused Time-Based Pool”); provided, that the percentage of Total Equity available for grants of time-based options in connection with new hires, promotions and rebalancing in subsequent years shall be correspondingly reduced. Each Founder’s percentage share of the Unused Time-Based Pool allocated in 2006 or 2007 (subject to such Founder’s employment with the Employer at the time of allocation) shall equal (x) the number of equity units covered by time-based options included in such Founder’s initial option award, divided by (y) the total number of equity units covered by all time-based options included in initial option awards granted on the Closing Date to all Founders (who are employed by SunGard or any of its affiliates at the time of allocation) as a group (excluding the CEO). For purposes of this Section 1.8(b), (i) “Senior Managers” shall mean those Founders who receive time-based options and performance-based options in connection with Closing, and (ii) “Key Employees” shall mean those Founders who receive time-based options, but not performance-based options, in connection with Closing.

(b) Performance-Based Options. On or before December 31, 2010, performance-based options with respect to 8.3545% of Total Equity (19,738,786.9512 Units) shall have been granted by Capital Corp. and Capital Corp. II to Senior Managers, consisting of 7.7576% of Total Equity (18,328,525.0878 Units) in grants made in connection with the Closing and the remaining 0.5969% (1,410,261.8634 Units) from a reserve pool for grants in connection with new hires, promotions, and rebalancing. At the end of each of 2006, 2007 and 2008, performance-based options shall be allocated among Senior Managers with respect to the excess, if any, of 0.11938% of Total Equity (282,052.3727 Units) over that percentage of Total Equity with respect to which performance-based options were granted in connection with new hires, promotions, and rebalancing in such year (such excess, the “Unused Performance-Based Pool”), and the percentage of Total Equity available for grants of performance-based options in connection with new hires, promotions, and rebalancing in subsequent years shall be correspondingly reduced. Each Senior Manager’s percentage share of

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the Unused Performance-Based Pool allocated in 2006, 2007, or 2008 (subject to such Senior Manager’s continued employment with the Employer) shall equal (x) the number of equity units covered by performance-based options included in such Senior Manager’s initial option award, divided by (y) the total number of equity units covered by all performance-based options included in initial option awards granted on the Closing Date to all Senior Managers (who are employed by SunGard or any of its affiliates at the time of allocation) as a group (excluding the CEO).

(ii) Any options granted under Section 1.8 that are forfeited or cancelled, or with respect to which shares issued upon exercise thereof have been called by Capital Corp., Capital Corp. II or other shareholders of Capital Corp. II pursuant to the applicable option awards or stockholders agreement by and among Capital Corp., certain of its subsidiaries and stockholders of Capital Corp. (the “Stockholders Agreement”) will be subject to allocation as determined by the board of Capital Corp. (or the compensation committee of Capital Corp.) and the CEO.

(iii) SunGard acknowledges and agrees that Executive is entering into this Agreement in reliance on the commitment of Capital Corp. and Capital Corp. II to the Senior Managers as a group and to the Key Employees as a group as set forth in this Section 1.8(b) and may enforce the provisions of this Section 1.8(b) on their behalf, including with equitable remedies to the extent available at law, and that Executive is entering into this Agreement in reliance on the acknowledgement set forth in this Section 1.8(b)(iii).

2. Termination. The Employment Period shall end and Executive’s employment shall terminate upon the occurrence of any of the first to occur of any of the events described in Sections 2.1 through 2.4 below.

2.1. Termination Without Cause; Resignation for Good Reason.

(a) Employer may terminate Executive’s employment under this Section 2.1 at any time without Cause (as defined in Section 2.7(d)) upon not less than ninety (90) days’ prior written notice to Executive; provided, however, that, in the event that such notice is given, Executive shall be allowed to seek other employment during such notice period. In addition, Executive may terminate Executive’s employment under this Section 2.1 by voluntarily resigning for Good Reason (as defined in Section 2.7(i)). Executive shall give Employer not less than thirty (30) days prior written notice of such resignation, which notice must be given within ninety (90) days after the cure period for correcting the event or condition constituting Good Reason has expired without Employer curing the event or condition resulting in Good Reason. Further, Executive’s employment shall be considered to have been terminated under this Section 2.1 if, after Employer has provided notice of intent not to renew as provided in Section 1.1, Executive’s employment terminates on the last day of the Employment Period. This Section 2.1 shall not apply if Executive’s employment is terminated by Executive without Good Reason or on account of retirement (see Section 2.2), or as a result of Executive’s Disability (as defined in Section 2.7(h)) or death (see Section 2.3), or by Employer for Cause (see Section 2.4). Any termination by Employer of Executive’s employment that is not a termination under Section 2.3 or Section 2.4 shall be considered a termination by Employer without Cause under this Section 2.1.

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(b) Upon any termination of Executive’s employment under this Section 2.1, no further payments and benefits shall be due under Section 1 of this Agreement after the end of the Employment Period and, if Executive executes and does not revoke the Release (as defined in Section 2.7(j)), then after Executive’s Date of Termination (as defined in Section 2.7(g)) Executive shall be entitled to receive all of the following:

(i) Employer shall pay to Executive a lump sum cash payment equal to the Applicable Multiplier (as defined in Section 2.7(b)) multiplied by the sum of (1) Executive’s Base Salary at the rate in effect on Executive’s Date of Termination or such higher rate in effect immediately before any reduction thereof that constituted Good Reason, plus (2) Executive’s Target Incentive Bonus (as defined in Section 2.7(k)), payable within ten (10) days after Executive’s Date of Termination.

(ii) Executive shall receive all Accrued Compensation (as defined in Section 2.7(a)).

(iii) During the Continuation Period (as defined in Section 2.7(f)), Employer shall provide to Executive continued coverage under the retirement, life insurance, long-term disability, medical, dental and other group health benefits and plans in effect for senior level executives of Employer (or substantially comparable coverage) for Executive and, where applicable, Executive’s spouse, dependents and beneficiaries, at the same contribution or premium rate as may be charged from time to time for active employees of Employer generally, as if Executive had continued in employment during such period. As an alternative, Employer may elect to pay Executive cash in lieu of such contributions or coverage in an amount equal to Executive’s after-tax cost of obtaining comparable coverage, so long as such payments are permitted without adverse tax effect to Executive under section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”). The COBRA health care continuation coverage period under section 4980B of the Code, or any replacement or successor provision of United States tax law, shall, if permitted by law and applicable plan terms, commence immediately after the Continuation Period.

(iv) SunGard shall provide a release substantially in the form attached hereto as Exhibit D. If SunGard does not provide the release required pursuant to this Section 2.1(b)(v), the Release shall be null, void and without effect, and Executive shall still receive all of the payments and benefits described in subsections (i) through (iv) above.

(v) Executive’s right to receive and retain any of the payments or benefits under Sections 2.1(b)(i) and (iii) is expressly contingent upon Executive’s full compliance with Section 5 hereof.

(c) Upon any termination of Executive’s employment under this Section 2.1, unless Section 2.1(b)(v) applies, if Executive does not execute the Release or if Executive revokes the Release, then (i) Executive shall not be entitled to the compensation and benefits provided for in subsection (b) of this Section 2.1, (ii) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (iii) Executive shall receive all Accrued Compensation.

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2.2. Resignation Without Good Reason; Retirement.

(a) Executive may terminate Executive’s employment by voluntarily resigning other than for Good Reason upon ninety (90) days’ prior written notice. In such event, unless Section 2.2(b) applies, (i) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (ii) Executive shall receive all Accrued Compensation. Employer may elect to waive the notice period or any portion thereof, and, if the Employer so waives, Employer will continue to pay Executive’s Base Salary during the notice period.

(b) At any time after the third anniversary of the Closing, provided that Executive is then at least 62 years of age, Executive may terminate Executive’s employment by voluntarily retiring upon at least ninety (90) days’ prior written notice to Employer. In such event, (i) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, (ii) Executive shall receive all Accrued Compensation, and (iii) if Executive executes and does not revoke the Release, Employer shall enter into a consulting agreement with Executive pursuant to which (A) Executive shall be retained as a consultant for the twelve (12) month period immediately after the Executive’s Date of Termination (the “Consulting Period”), (B) Executive shall receive retainer fees of $10,000 per month during the Consulting Period, and (C) Executive shall be available during the Consulting Period for up to 50 hours per month at mutually agreeable times and places to consult with Employer as to issues within Executive’s knowledge and expertise. In connection with Executive’s voluntary retirement pursuant to this Section 2.2(b), SunGard shall provide a release substantially in the form attached hereto as Exhibit D. If SunGard does not provide the release required pursuant to the foregoing sentence, the Release given by Executive shall be null, void and without effect, and Executive shall still receive all of the payments and benefits described in subsections (i) through (iii) above.

2.3. Termination Due to Disability or Death. Employer may terminate Executive’s employment immediately upon notice if Executive has incurred a Disability; provided, however, that Employer shall continue to pay Executive’s Base Salary, which shall be reduced by any disability income benefits received by Executive from the Employer or any insurance plans maintained by Employer, and shall continue to provide to Executive all benefits then in effect and due under this Agreement until Employer acts to terminate Executive’s employment due to a Disability. If Employer terminates Executive’s employment due to a Disability, or if Executive dies while employed by Employer, then (a) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (b) Executive (or Executive’s Beneficiary) shall receive all Accrued Compensation.

2.4. Termination for Cause. Employer may terminate Executive’s employment at any time for Cause. In such event, (a) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (b) Executive shall receive all Accrued Compensation.

2.5. Notice of Termination. Any termination of Executive’s employment shall be communicated by a written notice of termination to the other party hereto given in accordance with Section 8. The notice of termination shall (a) indicate the specific termination provision in this Agreement relied upon, (b) briefly summarize the facts and circumstances deemed to

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provide a basis for a termination of employment, and (c) specify the Date of Termination in accordance with the requirements of this Agreement.

2.6. No Duty to Mitigate. Executive shall not be required to mitigate the amount of any cash payment or the value of any benefit provided for in this Agreement by seeking other employment, by seeking benefits from another employer or other source, or by pursuing any other type of mitigation. No payment or benefit provided for in this Agreement shall be offset or reduced by the amount of any cash compensation or the value of any benefit provided to Executive in any subsequent employment or from any other source. Notwithstanding the foregoing, if, during the Continuation Period, Executive begins to receive group health benefits from another employer that substantially duplicate health benefits being provided by SunGard pursuant to this Section 2, then Executive shall promptly notify SunGard of the duplicate benefits and SunGard may discontinue the duplicate benefits being provided pursuant to this Section 2.

2.7. Definitions.

(a) “Accrued Compensation” means all compensation, benefit payments, reimbursements and other amounts earned by, payable to, or accrued and vested for Executive through and including Executive’s Date of Termination, but not paid as of Executive’s Date of Termination, including, but not limited to, (i) Base Salary, (ii) the Target Incentive Bonus, multiplied by the number of days in which Executive was employed by Employer during the Year of Termination for the Target Incentive Bonus, including the Date of Termination, divided by 365, (iii) Executive’s Incentive Bonus for the fiscal year that ended immediately prior to Executive’s Date of Termination to the extent such Incentive Bonus was accrued and earned by, but not yet paid to, Executive as of Executive’s Date of Termination, (iv) pay for accrued, but unused, vacation, (v) reimbursable business expenses incurred by Executive on behalf of Employer and (vi) employment or retirement benefits accrued and owing to Executive under any employee benefit program of SunGard or Employer. Notwithstanding the foregoing, for purposes of Sections 2.1(c), 2.2(a), and 2.4, “Accrued Compensation” shall not include item (ii) in the immediately preceding sentence. Employer shall pay to Executive (or to Executive’s Beneficiary) a lump sum cash payment of all Accrued Compensation, payable within ten (10) days after Executive’s Date of Termination, and Executive (or Executive’s Beneficiary) shall receive any vested benefits Executive accrued or earned in accordance with the terms of any applicable benefit plans and programs of SunGard and Employer.

(b) “Applicable Multiplier” means [two (2) or three (3)].

(c) “Beneficiary” means, in the event of Executive’s death, Executive’s legal representative, executor, administrator or designated beneficiary, as applicable

(d) “Cause” means the occurrence of the events described in the following subsections (i) through (iii), provided that no act or failure to act by Executive shall be deemed to constitute Cause if done, or omitted to be done, in good faith and with the reasonable belief that the action or omission was in the best interests of Employer:

(i) at least two-thirds (2/3) of the members of the Board determined in good faith that Executive (A) was guilty of gross negligence or willful misconduct in the

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performance of his duties for Employer (other than due to illness or injury suffered by Executive or a member of his family, or comparable personal problem), (B) breached or violated, in any material respect, any agreement between Executive and Employer or any material policy in Employer’s Business Conduct and Compliance Program (as amended from time to time), or (C) committed an act of dishonesty or breach of trust, or is convicted of a crime, and the result of such dishonesty, breach of trust, or conviction of a crime is that there is material or potentially material financial or reputational harm to Employer; and

(ii) such determination was made at a duly convened meeting of the Board (A) of which Executive received written notice at least ten (10) days in advance, which notice shall have set forth in reasonable detail the facts and circumstances claimed to provide a basis for a finding that one of the events described in subsection (i) above occurred, and (B) at which Executive had a reasonable opportunity to make a statement and answer the allegations against Executive; and

(iii) either (A) Executive was given a reasonable opportunity to take remedial action but failed or refused to do so, or (B) at least two-thirds (2/3) of the members of the Board also determined in good faith, at such meeting, that an opportunity to take remedial action would not have been meaningful under the circumstances.

(e) “Change of Control” means the occurrence of (a) any consolidation or merger of Capital Corp. (or any other parent company (a “Parent Company”) of SunGard that owns each of the Availability Services Business, Financial Systems Business, Higher Education Systems Business and Public Sector Business (each as defined below)) with or into any other person, or any other corporate reorganization, transaction or transfer of securities of Capital Corp. (or such other Parent Company) by its stockholders, or series of related transactions (including the acquisition of capital stock of Capital Corp. or such other Parent Company), whether or not Capital Corp. (or such other Parent Company) is a party thereto, in which the stockholders of Capital Corp. immediately prior to such consolidation, merger, reorganization or transaction, own, directly or indirectly, capital stock either (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the economic interests in or voting power of Capital Corp. (or such other Parent Company) or other surviving entity immediately after such consolidation, merger, reorganization or transaction or (ii) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors of Capital Corp. (or such other Parent Company) or other surviving entity immediately after such consolidation, merger, reorganization or transaction, (b) any transaction or series of related transactions, whether or not Capital Corp. (or such other Parent Company) is a party thereto, after giving effect to which in excess of fifty percent (50%) of the voting power of Capital Corp. (or such other Parent Company) is owned directly, or indirectly through one or more entities, by any person and its “affiliates” or “associates” (as such terms are defined in the Rules promulgated under the Exchange Act of 1934, as amended (the “Exchange Act Rules”)) or any “group” (as defined in the Exchange Act Rules), other than, directly or indirectly, Qualified Institutional Investors (as defined in the Stockholders Agreement) (and in the case of a “group”, excluding a percentage of such “group” equal to the percentage of the voting power of such group controlled by any Qualified Institutional Investors), excluding, in any case referred to in clause (a) or (b) any Initial Public Offering (as defined in the Stockholders Agreement) or any bona fide primary or secondary public offering following the occurrence of an Initial Public Offering; or (c) a sale, lease or other disposition of all or substantially all of the assets of Capital

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Corp. or such other Parent Company, in each case on a consolidated basis with its subsidiaries (including the stock of SunGard), excluding, in any case referred to in clause (c), any sale, lease or other disposition to an entity of which the stockholders of Capital Corp. immediately prior to the sale, lease or other disposition own, directly or indirectly, through one or more entities, capital stock either representing directly, or indirectly through one or more entities, 50% or more of the economic interests or voting power. For the avoidance of doubt, a spin-off of one of the Businesses, Sale of a Business or a comparable transaction shall not, in any case, constitute a Change of Control.

(f) “Continuation Period” means the period beginning on the Date of Termination and ending on the anniversary of the Date of Termination that equals the Applicable Multiplier.

(g) “Date of Termination” means the date that the termination of Executive’s employment with Employer is effective on account of Executive’s death, Executive’s Disability, termination by Employer for Cause or without Cause, or by Executive for Good Reason or without Good Reason, as the case may be. The Employment Period shall end on the Date of Termination. “Year of Termination” means the fiscal year for the applicable performance period during which Executive’s Date of Termination occurs.

(h) “Disability” means (i) Executive has suffered a physical or mental illness or injury that has impaired Executive’s ability to substantially perform Executive’s full-time duties with Employer with or without reasonable accommodation for a period of 180 consecutive days and that qualifies Executive for benefits under Employer’s group long-term disability plan, and (ii) Executive has not substantially returned to full time employment before the Date of Termination specified in the notice of termination.

(i) “Good Reason” means (X) the occurrence, without Executive’s express written consent (which may be withheld for any reason or no reason), of any of the events or conditions described in the following subsections (i) through (viii), provided that upon Executive’s becoming aware or at such time as Executive should have been aware of the occurrence of any such event or condition or series of related events or conditions, Executive shall have given notice of Good Reason to Employer and Employer shall not have fully corrected the situation within ten (10) days after such notice of Good Reason.

(i) A reduction by Employer in Executive’s Base Salary (other than a reduction that is part of a general salary reduction program affecting executives of SunGard, approved by the Chief Executive Officer and the Board consistent with Section 1.4 hereof); or

(ii) A reduction or negative change by Employer in the type or level of compensation and benefits (other than Base Salary) to which Executive is entitled under this Agreement, other than any such reduction or change that is part of and consistent with a general reduction or change applicable to all officers of Employer unrelated to a Change of Control; or

(iii) A failure by Employer to pay or provide to Executive any compensation or benefits to which Executive is entitled; or

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(iv) A change in Executive’s status, positions, titles, offices or responsibilities that constitutes a material and adverse change from Executive’s status, positions, titles, offices or responsibilities as in effect immediately before such change; or the assignment to Executive of any duties or responsibilities that are substantially inconsistent with Executive’s status, positions, titles, offices or responsibilities as in effect immediately before such assignment; or any removal of Executive from or failure to reappoint or reelect Executive to any of such positions, titles or offices; provided that termination of Executive’s employment by Employer for Cause, by Executive other than for Good Reason (as defined in any of the other subsections of this subsection (i)) or as a result of Executive’s death or Disability shall not be deemed to constitute or result in Good Reason under this subsection (iv); or

(v) (A) If Executive was based at SunGard’s principal executive offices in Wayne, Pennsylvania, as of the day immediately prior to Closing, Employer changing the location of SunGard’s principal executive offices to a location more than thirty (30) miles from the location of such offices, or Employer’s requiring Executive to be based at a location other than SunGard’s principal executive offices; (B) if Executive was based at a SunGard location in Manhattan as of the day immediately prior to the Closing, Employer requiring Executive to be based at a location outside Manhattan; or (C) if Executive was not based at SunGard’s principal executive offices or at a SunGard location in Manhattan on the day immediately prior to the Closing, Employer’s requiring Executive to be based at any location which results in Executive’s regular commuting distance being thirty (30) or more miles greater than Executive’s regular commuting distance as of the day immediately prior to the Closing; provided that in all such cases Employer may require Executive to travel on Employer business including being temporarily based at other Employer locations as long as such travel is reasonable and is not materially greater or different than Executive’s travel requirements before the Closing; or

(vi) Any material breach by SunGard or Employer of this Agreement or any other agreement between SunGard or Employer and Executive; or

(vii) The failure by Employer to obtain, before completion of either (A) a Change of Control, or (B) the Sale of a Business (as defined in Section 3.2(c)) if Executive is not employed by the Retained Business (as defined in Section 3.2(b)) after the Sale of a Business, an agreement in writing from any successors and assigns, to assume and agree to perform this Agreement; or

(viii) The provision of notice by Employer pursuant to Section 1.1 of nonrenewal of this Agreement.

(j) “Release” means a release substantially in the form of Exhibit C attached to this Agreement, which may be subsequently modified only based on recommendations of SunGard’s counsel to reflect changes in applicable law after the date of this Agreement.

(k) “Target Incentive Bonus” means Executive’s annual Incentive Bonus amount(s) payable at the Goal(s) in accordance with the Executive’s EIC plan for the Year of Termination, or such higher amount(s) in effect immediately before any reduction thereof that constituted Good Reason.

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3. Sale of a Business.

3.1. Employment With Sold Business. Upon the Sale of a Business, if Executive is employed by the Sold Business (as defined in Section 3.2(d)) immediately before completion of the sale, then at the time of the Sale of a Business, Executive may request that the Retained Business hire Executive on terms and conditions substantially similar to those set forth in this Agreement, and the Retained Business shall use its commercially reasonable efforts to hire Executive, if practicable.

3.2. Definitions.

(a) “Business” means SunGard’s businesses after the Closing, which consists of four separate businesses: (i) the availability services business segment (the “Availability Services Business”), (ii) the investment support systems business segment (the “Financial Systems Business”), (iii) the higher education systems business segment (the “Higher Education Systems Business”), and (iv) the public sector systems business segment (the “Public Sector Business”). For purposes of this Agreement, any future business acquired by SunGard after Closing that is not included in the Availability Services Business will automatically be considered part of the Financial Systems Business, Higher Education Systems Business or Public Sector Business, as determined by the Board in its sole discretion.

(b) “Retained Business” means the Business that is not being sold in the Sale of a Business.

(c) “Sale of a Business” means the sale, exchange or other disposition or transfer of all or substantially all of the business or assets of one of the four Businesses to a purchaser that is unrelated to SunGard or any of the Investors; provided that a Sale of a Business shall not also constitute a Change of Control.

(d) “Sold Business” means the Business that is being sold in the Sale of a Business.

4. Tax Gross-Up Payments.

4.1. Amount. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment (including any of the Tax Gross-Up Payments as defined below in this Section 4.1) or benefit (including any accelerated vesting of options or other equity awards) made or provided, or to be made or provided, by Employer or SunGard (or any successor thereto or affiliate thereof) to or for the benefit of Executive, whether pursuant to the terms of this Agreement, any other agreement, plan, program or arrangement of or with Employer or SunGard (or any successor thereto or affiliate thereof) or otherwise (a “Total Payment”), will be subject to the excise tax imposed by section 4999 of the Code or any comparable tax imposed by any replacement or successor provision of United States tax law (the “Excise Tax”), in spite of all customary reasonable efforts by SunGard and Executive to avoid incurring such tax, including by procuring a shareholder vote in satisfaction of the shareholder approval requirements described in Treas. Reg. Section 1.280G-1, Q&A-7, to the extent applicable, then SunGard shall pay to Executive one or more additional cash payments (the “Tax Gross-Up Payments”) in such amounts so that the net cash amount retained by Executive, after

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deduction or payment of (a) the Excise Tax imposed on the Total Payments (including the Excise Tax imposed on the Tax Gross-Up Payments) and (b) all federal, state and local income and employment taxes imposed upon the Tax Gross-Up Payments, shall equal the excess of the Total Payments over the Tax Gross-Up Payments (it being understood that this is a circular definition that requires a reiterative calculation); provided, that to the extent any Tax Gross-Up Payment would be considered deferred compensation for purposes of section 409A of the Code, the manner and time of payment, and the provisions of this Section 4, shall, if possible, be adjusted to the mutual satisfaction of SunGard and Executive to the extent necessary (but only to the extent necessary) to comply with the requirements of section 409A of the Code with respect to such payment so that the payment does not give rise to the interest or additional tax amounts described at section 409A(a)(1)(B) or section 409A(b)(4) of the Code (the “Section 409A penalties”); and further provided, that if, notwithstanding the immediately preceding proviso, the Tax Gross-Up Payment cannot be made to conform to the requirements of Section 409A of the Code without economic consequences that are greater than the lesser of 5% of the Tax Gross-Up Payment with respect to Executive or $75,000, the amount of the Tax Gross-Up Payment shall be determined by taking into account any amount necessary to pay the Section 409A penalties. For purposes of this Agreement, the term Total Payment shall also include any payments or benefits made or provided, or to be made or provided, to Executive that become subject to the Excise Tax as a result of the Merger of Merger Co with and into SunGard, irrespective of whether such payments or benefits are made or provided before or after the Closing, but in all events subject to the proviso in the preceding sentence.

4.2. Method of Determination. One or more determinations (each a “Tax Determination”) as to (a) whether any of the Total Payments will be subject to the Excise Tax, (b) the amount of the Excise Tax imposed thereon, and (c) the calculation of the related Tax Gross-Up Payment shall be made by SunGard in consultation with such accounting and tax professionals as SunGard considers necessary (with all costs related thereto paid by SunGard). For purposes of determining whether any of the Total Payments will be subject to the Excise Tax, (i) all of the Total Payments shall be treated as “parachute payments” (within the meaning of section 280G of the Code) unless and to the extent that in the written advice of an independent accountant selected (and paid for) by SunGard and reasonably acceptable to Executive (the “Accountant”), certain Payments should not constitute parachute payments, and (ii) all “excess parachute payments” (within the meaning of section 280G of the Code) shall be treated as subject to the Excise Tax unless and only to the extent that the Accountant advises SunGard that such excess parachute payments are not subject to the Excise Tax. For purposes of determining the amount of any Tax Gross-Up Payment, Executive shall be deemed to pay (x) federal income tax at the highest marginal rate in effect for the calendar year during which such Tax Gross-Up Payment is to be made, (y) FICA taxes at the highest rate applicable to wages in excess of the Social Security taxable wage base in effect for such calendar year, and (z) state and local income taxes at the highest marginal rates in effect for such calendar year in the state and local municipality of Executive’s principal residence as of the Date of Termination or the date that any portion of the Total Payment becomes subject to the Excise Tax, net of the reduction in federal income tax attributable to the deduction of such state and local income taxes, and taking into account any limitation on deductions or credits or comparable negative impact for purposes of federal income tax as a result of the Total Payments made to Executive during such calendar year.

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4.3. Finalization and Payment. An initial Tax Gross-Up Payment shall be made to Executive within ten (10) days after the Date of Termination or such other prior or subsequent date that any portion of any Total Payment becomes subject to the Excise Tax (such tenth day is referred to as a “Payment Date”); provided that if the amount thereof cannot be fully determined by the Payment Date, SunGard shall pay to Executive by the Payment Date an estimate of such payment, determined by SunGard reasonably and in good faith, and SunGard shall pay to Executive the remainder of such payment (if any) as soon as the amount thereof can be determined but in no event later than twenty (20) days after the Payment Date. Whenever any Tax Gross-Up Payment (or estimate thereof) is made to Executive, SunGard shall provide to Executive SunGard’s Tax Determination related to such payment, together with detailed supporting calculations and explanations and, if applicable, written advice of an Accountant. Executive shall have the right to dispute any Tax Determination (a “Tax Dispute”) by so notifying SunGard within fifteen (15) days after receiving such Tax Determination and the required supporting documentation. Each Tax Determination shall become final and binding upon the parties (a) if there is no Tax Dispute, at the end of such fifteen (15) day period, without change, or (b) if there is a Tax Dispute, upon final resolution of such Tax Dispute, with such changes as may result from such Tax Dispute. Other than the initial or an estimated Tax Gross-Up Payment as provided for above, any Tax Gross-Up Payment due from SunGard to Executive shall be paid within ten (10) business days after the related Tax Determination becomes final and binding, provided that, in the event of a Tax Dispute, any undisputed portion of the Tax Gross-Up Payment shall be paid within ten (10) business days after Executive notifies SunGard of the Tax Dispute.

4.4. Underpayments and Overpayments. The parties acknowledge that, as a result of potential uncertainties in the application of the provisions of the Code dealing with the Excise Tax, it is possible that Tax Gross-Up Payments should have been made by SunGard but were not (an “Underpayment”) or that Tax Gross-Up Payments made by SunGard should not have been made (an “Overpayment”). In either such event, SunGard shall make a Tax Determination of the amount of the Underpayment or Overpayment that has occurred, and Executive shall have the right to initiate a Tax Dispute related thereto. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by SunGard to or for the benefit of Executive. In the case of an Overpayment, Executive shall, at the direction and expense of SunGard, take such steps as are reasonably necessary (including promptly refunding the amount of such overpayment and filing amended returns and claims for refunds), follow SunGard’s reasonable instructions and otherwise reasonably cooperate with SunGard to correct such Overpayment.

5. Restrictive Covenants.

5.1. Non-disclosure. At all times after the Closing and continuing at all times after Executive’s Date of Termination, and except as required by applicable law or in a judicial or administrative proceeding, Executive shall not disclose to anyone outside Capital Corp., or use for the benefit of anyone other than Capital Corp., any confidential or proprietary information relating to Capital Corp.’s business, whether acquired by Executive before, during or after employment with Employer. Executive acknowledges that Capital Corp.’s proprietary and confidential information includes, by way of example: (a) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (b) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (c) pricing policies, information about costs, profits and sales, methods

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of delivering software and services, marketing and sales strategies, and software and service development strategies; (d) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (e) screen designs, report designs and other designs, concepts and visual expressions for software products; (f) employment and payroll records; (g) forecasts, budgets, acquisition models and other non public financial information; and (h) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies. The provisions of this Section 5.1 shall survive any termination or expiration of this Agreement.

5.2. Works and Ideas. Executive shall promptly communicate to Capital Corp., in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “Works and Ideas”) pertaining to Capital Corp.’s business in any material respect, whether or not patentable or copyrightable, that are made, written, developed or conceived by Executive, alone or with others, at any time (during or after business hours) while Executive is employed by Employer or Capital Corp. (including at any time prior to the date of this Agreement) or during the three (3) months after Executive’s Date of Termination. Except as set forth below, Executive acknowledges that all of those Works and Ideas will be Capital Corp.’s exclusive property, and hereby assigns and agrees to assign all of Executive’s right, title and interest in those Works and Ideas to Capital Corp. Except as set forth below, Executive shall sign all documents that Capital Corp. reasonably requests to confirm its ownership of those Works and Ideas, and shall reasonably cooperate with Capital Corp., at Capital Corp.’s expense, to allow Capital Corp. to take full advantage of those Works and Ideas. This provision shall not require the assignment of any invention to Capital Corp. by Executive which Executive developed entirely on Executive’s own time without using Capital Corp.’s equipment, supplies, personnel, facilities or confidential or trade secret information, unless the invention in any way arises from or relates to, at the time of conception or reduction to practice, to Capital Corp.’s business, or actual or demonstrably anticipated research or development, or is connected in any way with work performed by Executive for Capital Corp.

5.3. Non-competition and Non-solicitation. During the Employment Period, the Continuation Period, and the Consulting Period, if applicable, whether or not payments are being made, provided that SunGard and Employer have not defaulted in any material respect upon any of its obligations under this Agreement or otherwise to Executive, Executive shall not, directly or indirectly, (a) render any material services for any organization, or engage in any business, that competes in any material respect with Capital Corp.’s business, or (b) solicit or contact, for the purpose or with the effect of competing or interfering with Capital Corp.’s business in any material respect (i) any customer or acquisition target under contract with Capital Corp. at any time during the last two (2) years of Executive’s employment with Employer, (ii) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from Capital Corp. at any time during the last two (2) years of Executive’s employment with Capital Corp., (iii) any affiliate of any such customer or prospect, (iv) any of the individual contacts at customers or acquisition targets established by Capital Corp., Executive or others at Capital Corp. during the period of Executive’s employment with Employer, or (v) any individual who is an employee or independent contractor of Capital Corp. at the time of the solicitation or

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contact or who was an employee or independent contractor of Capital Corp. within three (3) months before such time.

5.4. Injunctive Relief. Executive acknowledges that Executive’s failure to perform any of the covenants in this Section 5 would cause irreparable injury to Capital Corp. and SunGard and cause damages to Capital Corp. and SunGard that would be difficult or impossible to ascertain or quantify. Accordingly, without limiting any other remedies that may be available with respect to any breach of this Section 5, Executive consents to the entry of an injunction to restrain any breach of this Section 5, without the posting of a bond.

5.5. Scope. For purposes of this Section 5, as applicable, the term “Capital Corp.” shall include (a) Capital Corp. and all of its subsidiaries (including, but not limited to, Employer) and (b) SunGard and all of its subsidiaries for periods before the Closing. Notwithstanding Section 10(b) of this Agreement, upon a Change of Control, or upon the Sale of a Business if Executive is not employed by the Retained Business, the restrictive covenants of this Section 5 are intended to apply and shall apply only to the business of Capital Corp. or its subsidiaries or the Sold Business as conducted immediately preceding the sale and not to any greater scope of business or other businesses that may be conducted by the acquirer of or successor to Capital Corp. or the Sold Business that assumes this Agreement as a result of the sale.

6. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by SunGard or Employer, as applicable, and for which Executive may qualify; provided, however, that if Executive becomes entitled to and receives the payments provided for in Section 2.1(b) of this Agreement, Executive hereby waives Executive’s right to receive payments under any severance plan or policy applicable to all employees of SunGard or Employer, as applicable.

7. Survivorship. The respective rights and obligations of the parties under this Agreement shall survive any termination of Executive’s employment to the extent necessary to preserve the intention of such rights and obligations.

8. Notices. All notices and other communications required or permitted under this Agreement or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when received):

If to SunGard, to:

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, PA 19087

Attention: Victoria E. Silbey, Esquire

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If to Employer, to:

SunGard Availability Services (UK) Limited

c/o SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, PA 19087

Attention: Victoria E. Silbey, Esquire

With a required copy to:

Ropes & Gray LLP

One International Place

Boston, MA 02110

Attention: Alfred O. Rose, Esquire

If to Executive, to:

With a required copy to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103-2921

Attention: Robert J. Lichtenstein, Esquire

or to such other names or addresses as SunGard, Employer or Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section.

9. Contents of Agreement; Amendment and Assignment.

(a) This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment approved by the Board and executed on its behalf by a duly authorized officer (other than Executive) and by Executive. This Agreement supersedes the provisions of any employment or other agreement between Executive and SunGard or Employer that relate to any matter that is also the subject of this Agreement, including, but not limited to, the Change in Control Agreement and the Transition Agreement, and such other agreements are terminated immediately prior to Closing and will be null and void as of the Closing; provided, however, that this provision shall not apply to any agreement outstanding on the date this Agreement becomes effective related to (1) Executive’s options to purchase or other rights to equity of Capital Corp., a subsidiary of Capital Corp., or SunGard or (2) Executive’s rights to indemnification as an officer and/or director of SunGard.

(b) All of the terms and provisions of this Agreement, including, but not limited to the restrictive covenants of Section 5 of this Agreement, shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and

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responsibilities of Executive under this Agreement are of a personal nature and shall not be assignable or delegatable in whole or in part by Executive. SunGard shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of SunGard, or the successor of a Business if a Sale of a Business occurs and Executive is not employed by the Retained Business, within fifteen (15) days of such succession, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as SunGard would be required to perform if no such succession had taken place.

10. Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

11. Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Agreement or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

12. Beneficiaries/References. Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit payable under this Agreement following Executive’s death by giving SunGard written notice thereof. In the event of Executive’s death or a judicial determination of Executive’s incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to Executive’s beneficiary, estate or other legal representative.

13. Miscellaneous. All Section headings used in this Agreement are for convenience only. This Agreement may be executed in counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.

14. Withholding. All payments under this Agreement shall be made subject to applicable tax withholding, and Employer shall withhold from any payments under this Agreement all federal, state and local taxes as Employer is required to withhold pursuant to any law or governmental rule or regulation. Executive will deliver to Employer amounts required to be withheld from non-cash compensation. Except as specifically provided otherwise in this Agreement, Executive shall bear all expense of, and be solely responsible for, all federal, state and local taxes due with respect to any payment received under this Agreement.

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15. No Withholding of Undisputed Payments. During the pendency of any dispute or controversy, Employer shall not withhold any payments or benefits due to Executive, whether under this Agreement or otherwise, except for the specific portion of any payment or benefit that is the subject of a bona fide dispute between the parties.

16. Legal Fees and Expenses. All costs and expenses (including court and arbitration costs and reasonable legal fees and expenses that reflect common practice with respect to the matters involved) (“Legal Costs”) incurred by Executive as a result of any claim, action or proceeding arising out of this Agreement or the contesting, disputing or enforcing of any provision, right or obligation under this Agreement (a “Claim”) shall be paid, or reimbursed to Executive on an after-tax basis as to (a) 100% of such Legal Costs if Executive either recovers damages (in cash or in-kind, such as benefits) or is the prevailing party on a material non-monetary claim (such as a dispute regarding a restrictive covenant), and (b) 50% of such Legal Costs if Executive does not recover any damages and is not the prevailing party on any material non-monetary claim; provided, that the dispute was a bona fide dispute by Executive and that Executive did not act in bad faith.

17. Indemnification.

(a) SunGard shall indemnify Executive, to the fullest extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by Executive, including the cost of legal counsel, in connection with any action, suit or proceeding to which Executive may be made a party by reason of Executive being or having been an officer, director, or employee of SunGard or Employer or any of their respective subsidiaries or affiliates.

(b) Executive shall be covered during the entire term of this Agreement and thereafter for at least six (6) years by officer and director liability insurance in amounts and on terms similar to that afforded to other executives and/or directors of SunGard, Employer or their affiliates, which such insurance shall be paid by SunGard.

(c) Executive’s indemnification agreement with SunGard, as in effect before the Closing, shall continue in full force and effect for matters related to SunGard prior to the Closing, and shall be guaranteed by SunGard. SunGard shall provide Executive with a new indemnification agreement for matters arising after the Closing that is substantially comparable to that in effect prior to the Closing.

18. Governing Law and Procedures. This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws provisions. SunGard and Executive each irrevocably and unconditionally (i) submits to the exclusive jurisdiction of any state or federal court sitting in Pennsylvania over any suit, action or proceeding arising out of or related to this Agreement, Executive’s employment or the termination thereof, and (ii) waives any objection which SunGard or Executive may have to the laying of venue of any such suit, action or proceeding in any such court. SunGard and Executive each also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 8.

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19. Law/Accounting Changes.

(a) If after the Closing, a change in the law or accounting rules results in a materially adverse effect on Executive’s rights and benefits under this Agreement, the Board (or its designated committee) shall review this Agreement in light of such changes in the law or accounting rules to determine whether SunGard and Executive should negotiate a new employment agreement or amend this Agreement to take into account any such changes in the law or accounting rules. Executive may also request that the Board review this Agreement in light of any such changes in the law or accounting rules. Notwithstanding the above, nothing herein obligates SunGard to negotiate or amend this Agreement.

(b) If it is determined that that Executive’s Continuation Options have been structured in a manner that would result in adverse tax treatment under Section 409A of the Code, the parties agree to cooperate in taking all reasonable measures to restructure the arrangement to minimize or avoid such adverse tax treatment; provided, however, that, if any payment due to Executive is delayed as a result of Section 409A of the Code, Executive shall be entitled to be paid interest on such amount at an annual rate equal to the prime rate, as published in The Wall Street Journal, in effect as of the originally scheduled date of payment. If after considering all reasonable measures the parties determine that this Agreement or a related arrangement cannot be amended or restructured to minimize or avoid adverse tax treatment under Section 409A of the Code, the Executive will be entitled to payment of an additional amount to make the Executive whole, on a net after-tax basis, for any resulting excise taxes and interest charges imposed under Section 409A. Such additional amount will be paid to the Executive not later than the due date of the Executive’s tax return for the year in which the relevant tax or penalty is imposed. For the purpose of this Section 19(b), “Continuation Options” shall mean any options for stock of Capital Corp. and Capital Corp. II that have automatically converted in the Merger from options for common stock of SunGard.

20. Put Right with respect to Purchased Shares upon Termination.

(a) Upon termination of Executive’s employment for any reason, the provisions of this Section 20 shall apply with respect to any Purchased Shares (as defined below) held by Executive and Section 6 of the Stockholders Agreement shall not apply with respect to such Purchased Shares. “Purchased Shares” shall mean all Shares held by Executive that were purchased by Executive on or before the date this Agreement becomes effective. Capitalized terms used in this Section 20 and not otherwise defined in this Agreement shall have the meanings assigned to them in Executive’s Initial Option Awards.

(b) If Executive’s employment terminates as a result of Executive’s Disability or death, Executive (or the Executive’s Beneficiary) shall have a Put Option with respect to any Purchased Shares held by Executive at any time on or after Executive’s Date of Termination, provided that such Put Option shall terminate upon an IPO.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first above written.

SUNGARD DATA SYSTEMS INC.
By:	*
Name:	Michael J. Ruane
Title:	Senior Vice President – Finance, Chief Financial Officer
EXECUTIVE

For good and valuable consideration, including Executive’s agreement to serve as [Title] of [Employer], the obligations of SunGard Data Systems Inc. under this Employment Agreement, dated August     , 2005, with [Executive] shall be, jointly and severally, guaranteed by SunGard Capital Corp., SunGard Capital Corp. II and [Employer]. In addition, SunGard Capital Corp. and SunGard Capital Corp. II agree to be bound by the terms of Section 1.8 of the Employment Agreement which are expressly applicable to SunGard Capital Corp. and SunGard Capital Corp. II.

SUNGARD CAPITAL CORP.
By:	*
Name:	Michael J. Ruane
Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary
Dated: August     , 2005
SUNGARD CAPITAL CORP. II
By:	*
Name:	Michael J. Ruane
Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary
Dated: August     , 2005
[EMPLOYER]
By:	*
Name:	Michael J. Ruane
Title:	Director
Dated: August     , 2005

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

Name: Michael J. Ruane

[Employment Agreement Signature Page]

EX-10.22

Exhibit 10.22

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) entered into and made effective this 11th day of August, 2005, by and between [Executive] (“Executive”) and SunGard Data Systems Inc. (“SunGard”).

WHEREAS, Executive is currently employed by SunGard or a subsidiary thereof, and previously entered into a Change in Control Agreement with SunGard, dated as of December 15, 2004 and clarified by memorandum dated December 30, 2004, (the “Change in Control Agreement”) pursuant to which Executive will be entitled to certain benefits if a change in control (as defined in the Change in Control Agreement) occurs;

WHEREAS, SunGard and Solar Capital Corp., a Delaware corporation, (“Merger Co”) have entered into the Agreement and Plan of Merger, dated as of March 27, 2005 and as it may be amended from time to time (the “Merger Agreement”), pursuant to which Merger Co will be merged with and into SunGard (the “Merger”);

WHEREAS, private equity funds sponsored by Silver Lake Partners, Bain Capital, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts, Providence Equity Partners and Texas Pacific Group (collectively, the “Investors”) are stockholders of SunGard Capital Corp. (“Capital Corp.”) and SunGard Capital Corp. II (“Capital Corp. II”), the holding companies of SunGard immediately after the Merger;

WHEREAS, in connection with the Merger Agreement, the Investors and Executive entered into an agreement, dated as of March 27, 2005, (the “Transition Agreement”) pursuant to which (i) the Investors and Executive agreed to Executive’s continued employment with SunGard (or a subsidiary of SunGard) (the “Employer”) after the consummation of the Merger (the “Closing”) on the terms and conditions set forth in the Transition Agreement and the Exhibits thereto, and (ii) Executive agreed to waive his rights and entitlements under the Change in Control Agreement effective immediately prior to the Closing in exchange for certain payments, benefits and commitments that the Investors agreed to cause to be provided under one or more definitive agreements to be entered into between SunGard and/or the Employer, as applicable, and Executive in which the terms and conditions set forth in the Transition Agreement and the Exhibits thereto will be memorialized; and

WHEREAS, in accordance with the foregoing, SunGard and Executive desire to enter into this Agreement to set forth the terms of Executive’s employment with the Employer, effective as of the Closing.

NOW, THEREFORE, intending to be legally bound and in consideration of the mutual covenants and conditions herein contained, the parties hereby agree as follows:

1. Employment. Effective upon the Closing, Employer hereby employs Executive, and Executive hereby accepts such employment and shall perform Executive’s duties and responsibilities, in accordance with the terms, conditions and provisions hereinafter set forth.

1.1. Term of Agreement and Employment Period. This Agreement shall be effective as of the Closing and shall continue in effect until December 31, 2010, provided that effective as of December 31, 2009 and as of the last day of each subsequent calendar year (each such date is referred to hereinafter as a “Year-End Date”), the term of this Agreement shall be automatically extended for an additional one (1) year period unless, at least twelve (12) months before any Year-End Date, Employer gives written notice to Executive of intent not to renew, in which case (i) this Agreement shall terminate on the first Year-End Date that occurs at least twelve (12) months after the notice of non-renewal is provided or on such later date when Employer’s obligations to provide severance and benefits hereunder and Executive’s obligations to comply with the restrictive covenants hereunder shall have been fully satisfied, and (ii) the Employment Period (as defined below) shall terminate on the first Year-End Date that occurs at least twelve (12) months after the notice of non-renewal is provided unless earlier terminated pursuant to Section 2 below. The period during which this Agreement is in effect is hereinafter referred to as the “Term” and the portion of the Term during which Executive is employed by Employer hereunder is hereinafter referred to as the “Employment Period.” This Agreement shall not become effective until the Closing. Notwithstanding anything in this Agreement to the contrary, this Agreement shall be null, void and without effect upon termination of the Merger Agreement pursuant to Section 8.01 thereof.

1.2. Duties and Responsibilities. During the Employment Period, Executive shall serve as the [Title] of [Employer], or in such other position as is mutually agreed by the Chief Executive Officer of SunGard (the “CEO”) and Executive. Executive’s principal employment duties and responsibilities shall be those duties and responsibilities customary for such position and such other duties and responsibilities as Executive’s supervisor, the CEO or the Board of Directors of SunGard (the “Board”) shall reasonably assign to Executive.

1.3. Extent of Service. Executive shall use Executive’s best efforts to carry out Executive’s duties and responsibilities under Section 1.2 hereof and, consistent with the other provisions of this Agreement, shall devote substantially all of Executive’s business time, attention and energy thereto. The foregoing shall not be construed as preventing Executive from (a) making passive investments in other businesses or enterprises, or (b) engaging in any other business activity unless, in the judgment of the Board, it is likely to interfere in any material respect with Executive’s ability to discharge Executive’s duties and responsibilities to Employer. In addition, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees; deliver lectures; fulfill speaking engagements or teach at educational institutions; and to manage personal investments (subject to the immediately preceding sentence); provided that such activities do not interfere in any material respect with the performance of Executive’s responsibilities as an employee in accordance with this Agreement. Executive may serve on one (1) corporate board of another company (and committees thereof) during the Employment Period subject to approval by the CEO, and service on any additional corporate boards or committees will require the prior approval of the Board. Notwithstanding the foregoing, to the extent that Executive is serving on the corporate board of any other company immediately prior to the Closing, Executive shall continue to be eligible to serve on such corporate board or committee after the Closing. Schedule 1 to this Agreement lists the corporate boards and committees for which Executive is serving immediately prior to the Closing.

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1.4. Base Salary. For all the services rendered by Executive hereunder, during the Employment Period, Employer shall pay Executive a base salary at the annual rate of [Salary], payable in installments in accordance with Employer’s normal payroll practices. During the Employment Period, Executive’s base salary shall be reviewed annually by the Board (or the compensation committee of the Board), in consultation with the CEO, pursuant to Employer’s normal compensation and performance review policies for senior level executives, which shall be substantially similar to SunGard’s normal policies before the Closing, subject to such changes as may be approved by the CEO and the Board. The amount of any increase for each year shall be determined at such times as bonuses are normally paid to executives of the Employer and shall be retroactive to January 1 of that year. Executive’s base salary shall not be decreased during the Employment Period; provided, that the foregoing shall not apply to any reduction that is part of a general salary reduction program affecting executives of SunGard, approved by the CEO and the Board, to the extent such reduction does not reduce Executive’s Base Salary below the Base Salary of Executive as of the Closing. For purposes of this Agreement, the term “Base Salary” shall mean the amount of Executive’s base salary established from time to time pursuant to this Section 1.4.

1.5. Incentive Bonus.

(a) For the 2005 calendar year, Executive shall be eligible to receive an annual incentive bonus under SunGard’s Executive Incentive Compensation (“EIC”) plan as in effect immediately prior to the Closing, which bonus shall be determined in accordance with SunGard’s past practices and the EIC plan’s terms. The calculations of actual earnings per share, operating income or other relevant financial targets in Executive’s 2005 EIC plan will be determined on a pro forma basis as if the Merger did not occur until after December 31, 2005, using, as applicable, assumptions regarding SunGard’s capital structure for the balance of 2005, projected debt levels, software capitalization and amortization, and weighted average shares outstanding, that are consistent with SunGard’s 2005 operating budget that was provided to the Investors and on which Executive’s EIC plan targets were originally based. In determining whether the applicable financial targets have been achieved, (i) all management and transaction fees and extraordinary items and non-cash equity incentive expenses related to the Merger and (ii) solely to the extent consistent with SunGard’s past practice in determining satisfaction of EIC goals, all acquisitions and dispositions by SunGard or any of its subsidiaries in the ordinary course of business during 2005 and all items related thereto shall be disregarded.

(b) During the Employment Period, but beginning with the 2006 calendar year, Executive shall be entitled to participate in Employer’s EIC plan which shall establish an aggregate bonus opportunity for all executives as a group and an overall compensation philosophy that are consistent with SunGard’s practice before the Closing, provided that the Board (or compensation committee of the Board) may re-align the performance metrics and other terms after consultation with the CEO. Each year, Executive’s EIC plan shall specify the annual incentive bonus amount(s) to be paid to Executive at certain specified financial performance targets, which may include (i) four quartile targets (which was the method generally used by SunGard before the Closing for incentives based on earnings per share); (ii) minimum, midpoint and maximum targets (which was the method generally used by SunGard before the Closing for incentives based on operating income); (iii) a target clearly identified as the “goal,” or (iv) some other manner of specifying financial performance targets (the fourth quartile target, maximum target, identified “goal” target or highest specified financial performance target, without taking into account any incentive override for above goal performance, is referred to as the “Goal”).

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For purposes of this Agreement, the term “Incentive Bonus” shall mean the amount of Executive’s annual incentive bonus established from time to time pursuant to this Section 1.5.

1.6. Retirement, Welfare and Other Benefit Plans and Programs. During the Employment Period, Executive shall be entitled to participate in all employee retirement, welfare, and other benefit plans and programs (other than any equity-based compensation plan or program) made available to Employer’s senior level executives as a group or to its employees generally, as such plans and programs may be in effect from time to time and subject to the eligibility requirements of the plan or program. During the Employment Period, Executive shall be entitled to a leased car or car allowance at a monthly rate that is no less than that provided by SunGard to Executive before the Closing. During the Employment Period, Executive shall be entitled to vacation and sick leave in accordance with Employer’s vacation, holiday and other pay for time not worked policies as in effect from time to time. Benefits pursuant to such plans, programs and policies (other than any equity-based compensation plan or program) shall be substantially similar to SunGard’s plans, programs and policies in place prior to the Closing, subject to such changes as are similar to changes previously made from time to time by SunGard to its plans, programs or policies or as may be approved by the CEO before or after the implementation of such change.

1.7. Reimbursement of Expenses. Executive shall be provided with reimbursement of reasonable expenses related to Executive’s employment by Employer in accordance with Employer’s normal business expense reimbursement practices, subject to such changes as may be approved by the CEO.

1.8. Stock Options.

(a) Initial Stock Option Grants. Effective upon the Closing, initial stock option grants shall be made to Executive under the SunGard 2005 Management Incentive Plan (the “Incentive Plan”). The terms and conditions of such stock option grants shall be as set forth in the time-based and performance-based stock option award agreements attached hereto as Exhibit A and Exhibit B, respectively (the “Initial Option Awards”), which are specifically incorporated herein by reference.

(b) Future Stock Option Grants.

(i) On or before December 31, 2010, Capital Corp. and Capital Corp. II shall have granted, in the aggregate, options with respect to 14.2127% of Total Equity (33,579,495.1506 Units (as defined in the Initial Option Awards)); it being understood that, except with respect to the grant of options in connection with Closing and the reallocation of a certain portion of the option pool as expressly required herein, the approval of the compensation committee of Capital Corp. and Capital Corp. II and the CEO shall be necessary for any grant of options in Capital Corp. and Capital Corp. II. The terms and conditions of any stock options granted to Executive in accordance with Section 1.8(b)(i)(a) or (b) shall be the same as the terms and conditions of the Initial Option Awards, except that the exercise price shall be the then current fair market value and vesting shall occur within the time periods set forth in this

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Section 1.8(b)(i). For purposes of this Section 1.8(b), “Total Equity” means the total outstanding shares of Class A Common Stock, par value $0.001 per share (“Class A”), and Class L Common Stock, par value $0.001 per share (“Class L”), of Capital Corp. and Preferred Stock, par value $0.001 per share (“Preferred Stock”), of Capital Corp. II immediately after Closing, calculated on a fully-diluted basis assuming the full grant and exercise of the 14.2127% (33,579,495.1506 Units) option pool referred to herein, whether or not vested or exercisable, it being understood that such options will be for Units consisting of Class A, Class L and Preferred Stock.

(a) Time-Based Options. On or before December 31, 2010, time-based options with respect to 5.8581% of Total Equity (13,840,708.1995 Units) shall have been granted by Capital Corp. and Capital Corp. II, respectively. Time-based options to purchase equity units accounting for 5.4550% of Total Equity (12,888,326.6328 Units) will be granted at Closing, with (i) 3.5264% of Total Equity (8,331,732.5137 Units) in grants made to Senior Managers and 1.9286% of Total Equity (4,556,594.1191 Units) in grants made to Key Employees. The remaining 0.4031% (952,381.5666 Units) (0.3317% (783,688.8257 Units) for Senior Managers and 0.0714% (168,692.7409 Units) for Key Employees) will be held back to be granted in connection with future hires, promotions and rebalancing, with the excess, if any, of 0.08062% of Total Equity (190,476.3133 Units) over that percentage of Total Equity with respect to which time-based options were granted in connection with new hires, promotions, and rebalancing to be granted at the end of each of 2006 and 2007 to all persons (“Founders”) who received time-based options at Closing (such excess, the “Unused Time-Based Pool”); provided, that the percentage of Total Equity available for grants of time-based options in connection with new hires, promotions and rebalancing in subsequent years shall be correspondingly reduced. Each Founder’s percentage share of the Unused Time-Based Pool allocated in 2006 or 2007 (subject to such Founder’s employment with the Employer at the time of allocation) shall equal (x) the number of equity units covered by time-based options included in such Founder’s initial option award, divided by (y) the total number of equity units covered by all time-based options included in initial option awards granted on the Closing Date to all Founders (who are employed by SunGard or any of its affiliates at the time of allocation) as a group (excluding the CEO). For purposes of this Section 1.8(b), (i) “Senior Managers” shall mean those Founders who receive time-based options and performance-based options in connection with Closing, and (ii) “Key Employees” shall mean those Founders who receive time-based options, but not performance-based options, in connection with Closing.

(b) Performance-Based Options. On or before December 31, 2010, performance-based options with respect to 8.3545% of Total Equity (19,738,786.9512 Units) shall have been granted by Capital Corp. and Capital Corp. II to Senior Managers, consisting of 7.7576% of Total Equity (18,328,525.0878 Units) in grants made in connection with the Closing and the remaining 0.5969% (1,410,261.8634 Units) from a reserve pool for grants in connection with new hires, promotions, and rebalancing. At the end of each of 2006, 2007 and 2008, performance-based options shall be allocated among Senior Managers with respect to the excess, if any, of 0.11938% of Total Equity (282,052.3727 Units) over that percentage of Total Equity with respect to which performance-based options were granted in connection with new hires, promotions, and rebalancing in such year (such excess, the “Unused Performance-Based Pool”), and the percentage of Total Equity available for grants of performance-based options in connection with new hires, promotions, and rebalancing in subsequent years shall be correspondingly reduced. Each Senior Manager’s percentage share of

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the Unused Performance-Based Pool allocated in 2006, 2007, or 2008 (subject to such Senior Manager’s continued employment with the Employer) shall equal (x) the number of equity units covered by performance-based options included in such Senior Manager’s initial option award, divided by (y) the total number of equity units covered by all performance-based options included in initial option awards granted on the Closing Date to all Senior Managers (who are employed by SunGard or any of its affiliates at the time of allocation) as a group (excluding the CEO).

(ii) Any options granted under Section 1.8 that are forfeited or cancelled, or with respect to which shares issued upon exercise thereof have been called by Capital Corp., Capital Corp. II or other shareholders of Capital Corp. II pursuant to the applicable option awards or stockholders agreement by and among Capital Corp., certain of its subsidiaries and stockholders of Capital Corp. (the “Stockholders Agreement”) will be subject to allocation as determined by the board of Capital Corp. (or the compensation committee of Capital Corp.) and the CEO.

(iii) SunGard acknowledges and agrees that Executive is entering into this Agreement in reliance on the commitment of Capital Corp. and Capital Corp. II to the Senior Managers as a group and to the Key Employees as a group as set forth in this Section 1.8(b) and may enforce the provisions of this Section 1.8(b) on their behalf, including with equitable remedies to the extent available at law, and that Executive is entering into this Agreement in reliance on the acknowledgement set forth in this Section 1.8(b)(iii).

2. Termination. The Employment Period shall end and Executive’s employment shall terminate upon the occurrence of any of the first to occur of any of the events described in Sections 2.1 through 2.4 below.

2.1. Termination Without Cause; Resignation for Good Reason.

(a) Employer may terminate Executive’s employment under this Section 2.1 at any time without Cause (as defined in Section 2.7(d)) upon not less than ninety (90) days’ prior written notice to Executive; provided, however, that, in the event that such notice is given, Executive shall be allowed to seek other employment during such notice period. In addition, Executive may terminate Executive’s employment under this Section 2.1 by voluntarily resigning for Good Reason (as defined in Section 2.7(i)). Executive shall give Employer not less than thirty (30) days prior written notice of such resignation, which notice must be given within ninety (90) days after the cure period for correcting the event or condition constituting Good Reason has expired without Employer curing the event or condition resulting in Good Reason. Further, Executive’s employment shall be considered to have been terminated under this Section 2.1 if, after Employer has provided notice of intent not to renew as provided in Section 1.1, Executive’s employment terminates on the last day of the Employment Period. This Section 2.1 shall not apply if Executive’s employment is terminated by Executive without Good Reason or on account of retirement (see Section 2.2), or as a result of Executive’s Disability (as defined in Section 2.7(h)) or death (see Section 2.3), or by Employer for Cause (see Section 2.4). Any termination by Employer of Executive’s employment that is not a termination under Section 2.3 or Section 2.4 shall be considered a termination by Employer without Cause under this Section 2.1.

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(b) Upon any termination of Executive’s employment under this Section 2.1, no further payments and benefits shall be due under Section 1 of this Agreement after the end of the Employment Period and, if Executive executes and does not revoke the Release (as defined in Section 2.7(j)), then after Executive’s Date of Termination (as defined in Section 2.7(g)) Executive shall be entitled to receive all of the following:

(i) Employer shall pay to Executive a lump sum cash payment equal to the Applicable Multiplier (as defined in Section 2.7(b)) multiplied by the sum of (1) Executive’s Base Salary at the rate in effect on Executive’s Date of Termination or such higher rate in effect immediately before any reduction thereof that constituted Good Reason, plus (2) Executive’s Target Incentive Bonus (as defined in Section 2.7(k)), payable within ten (10) days after Executive’s Date of Termination.

(ii) Executive shall receive all Accrued Compensation (as defined in Section 2.7(a)).

(iii) During the Continuation Period (as defined in Section 2.7(f)), Employer shall provide to Executive continued coverage under the retirement, life insurance, long-term disability, medical, dental and other group health benefits and plans in effect for senior level executives of Employer (or substantially comparable coverage) for Executive and, where applicable, Executive’s spouse, dependents and beneficiaries, at the same contribution or premium rate as may be charged from time to time for active employees of Employer generally, as if Executive had continued in employment during such period. As an alternative, Employer may elect to pay Executive cash in lieu of such contributions or coverage in an amount equal to Executive’s after-tax cost of obtaining comparable coverage, so long as such payments are permitted without adverse tax effect to Executive under section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”). The COBRA health care continuation coverage period under section 4980B of the Code, or any replacement or successor provision of United States tax law, shall, if permitted by law and applicable plan terms, commence immediately after the Continuation Period.

(iv) SunGard shall provide a release substantially in the form attached hereto as Exhibit D. If SunGard does not provide the release required pursuant to this Section 2.1(b)(v), the Release shall be null, void and without effect, and Executive shall still receive all of the payments and benefits described in subsections (i) through (iv) above.

(c) Upon any termination of Executive’s employment under this Section 2.1, unless Section 2.1(b)(v) applies, if Executive does not execute the Release or if Executive revokes the Release, then (i) Executive shall not be entitled to the compensation and benefits provided for in subsection (b) of this Section 2.1, (ii) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (iii) Executive shall receive all Accrued Compensation.

2.2. Resignation Without Good Reason; Retirement.

(a) Executive may terminate Executive’s employment by voluntarily resigning other than for Good Reason upon ninety (90) days’ prior written notice. In such event, unless Section 2.2(b) applies, (i) after Executive’s Date of Termination, no further payments and

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benefits shall be due under Section 1 of this Agreement, and (ii) Executive shall receive all Accrued Compensation. Employer may elect to waive the notice period or any portion thereof, and, if the Employer so waives, Employer will continue to pay Executive’s Base Salary during the notice period.

(b) At any time after the third anniversary of the Closing, provided that Executive is then at least 62 years of age, Executive may terminate Executive’s employment by voluntarily retiring upon at least ninety (90) days’ prior written notice to Employer. In such event, (i) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, (ii) Executive shall receive all Accrued Compensation, and (iii) if Executive executes and does not revoke the Release, Employer shall enter into a consulting agreement with Executive pursuant to which (A) Executive shall be retained as a consultant for the twelve (12) month period immediately after the Executive’s Date of Termination (the “Consulting Period”), (B) Executive shall receive retainer fees of $10,000 per month during the Consulting Period, and (C) Executive shall be available during the Consulting Period for up to 50 hours per month at mutually agreeable times and places to consult with Employer as to issues within Executive’s knowledge and expertise. In connection with Executive’s voluntary retirement pursuant to this Section 2.2(b), SunGard shall provide a release substantially in the form attached hereto as Exhibit D. If SunGard does not provide the release required pursuant to the foregoing sentence, the Release given by Executive shall be null, void and without effect, and Executive shall still receive all of the payments and benefits described in subsections (i) through (iii) above.

2.3. Termination Due to Disability or Death. Employer may terminate Executive’s employment immediately upon notice if Executive has incurred a Disability; provided, however, that Employer shall continue to pay Executive’s Base Salary, which shall be reduced by any disability income benefits received by Executive from the Employer or any insurance plans maintained by Employer, and shall continue to provide to Executive all benefits then in effect and due under this Agreement until Employer acts to terminate Executive’s employment due to a Disability. If Employer terminates Executive’s employment due to a Disability, or if Executive dies while employed by Employer, then (a) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (b) Executive (or Executive’s Beneficiary) shall receive all Accrued Compensation.

2.4. Termination for Cause. Employer may terminate Executive’s employment at any time for Cause. In such event, (a) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (b) Executive shall receive all Accrued Compensation.

2.5. Notice of Termination. Any termination of Executive’s employment shall be communicated by a written notice of termination to the other party hereto given in accordance with Section 9. The notice of termination shall (a) indicate the specific termination provision in this Agreement relied upon, (b) briefly summarize the facts and circumstances deemed to provide a basis for a termination of employment, and (c) specify the Date of Termination in accordance with the requirements of this Agreement.

2.6. No Duty to Mitigate. Executive shall not be required to mitigate the amount of any cash payment or the value of any benefit provided for in this Agreement by seeking other

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employment, by seeking benefits from another employer or other source, or by pursuing any other type of mitigation. No payment or benefit provided for in this Agreement shall be offset or reduced by the amount of any cash compensation or the value of any benefit provided to Executive in any subsequent employment or from any other source. Notwithstanding the foregoing, if, during the Continuation Period, Executive begins to receive group health benefits from another employer that substantially duplicate health benefits being provided by SunGard pursuant to this Section 2, then Executive shall promptly notify SunGard of the duplicate benefits and SunGard may discontinue the duplicate benefits being provided pursuant to this Section 2.

2.7. Definitions.

(a) “Accrued Compensation” means all compensation, benefit payments, reimbursements and other amounts earned by, payable to, or accrued and vested for Executive through and including Executive’s Date of Termination, but not paid as of Executive’s Date of Termination, including, but not limited to, (i) Base Salary, (ii) the Target Incentive Bonus, multiplied by the number of days in which Executive was employed by Employer during the Year of Termination for the Target Incentive Bonus, including the Date of Termination, divided by 365, (iii) Executive’s Incentive Bonus for the fiscal year that ended immediately prior to Executive’s Date of Termination to the extent such Incentive Bonus was accrued and earned by, but not yet paid to, Executive as of Executive’s Date of Termination, (iv) pay for accrued, but unused, vacation, (v) reimbursable business expenses incurred by Executive on behalf of Employer and (vi) employment or retirement benefits accrued and owing to Executive under any employee benefit program of SunGard or Employer. Notwithstanding the foregoing, for purposes of Sections 2.1(c), 2.2(a), and 2.4, “Accrued Compensation” shall not include item (ii) in the immediately preceding sentence. Employer shall pay to Executive (or to Executive’s Beneficiary) a lump sum cash payment of all Accrued Compensation, payable within ten (10) days after Executive’s Date of Termination, and Executive (or Executive’s Beneficiary) shall receive any vested benefits Executive accrued or earned in accordance with the terms of any applicable benefit plans and programs of SunGard and Employer.

(b) “Applicable Multiplier” means [three (3) or two (2)].

(c) “Beneficiary” means, in the event of Executive’s death, Executive’s legal representative, executor, administrator or designated beneficiary, as applicable

(d) “Cause” means the occurrence of the events described in the following subsections (i) through (iii), provided that no act or failure to act by Executive shall be deemed to constitute Cause if done, or omitted to be done, in good faith and with the reasonable belief that the action or omission was in the best interests of Employer:

(i) at least two-thirds (2/3) of the members of the Board determined in good faith that Executive (A) was guilty of gross negligence or willful misconduct in the performance of his duties for Employer (other than due to illness or injury suffered by Executive or a member of his family, or comparable personal problem), (B) breached or violated, in any material respect, any agreement between Executive and Employer or any material policy in Employer’s Business Conduct and Compliance Program (as amended from time to time), or (C) committed an act of dishonesty or breach of trust, or is convicted of a crime, and the result of

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such dishonesty, breach of trust, or conviction of a crime is that there is material or potentially material financial or reputational harm to Employer; and

(ii) such determination was made at a duly convened meeting of the Board (A) of which Executive received written notice at least ten (10) days in advance, which notice shall have set forth in reasonable detail the facts and circumstances claimed to provide a basis for a finding that one of the events described in subsection (i) above occurred, and (B) at which Executive had a reasonable opportunity to make a statement and answer the allegations against Executive; and

(iii) either (A) Executive was given a reasonable opportunity to take remedial action but failed or refused to do so, or (B) at least two-thirds (2/3) of the members of the Board also determined in good faith, at such meeting, that an opportunity to take remedial action would not have been meaningful under the circumstances.

(e) “Change of Control” means the occurrence of (a) any consolidation or merger of Capital Corp. (or any other parent company (a “Parent Company”) of SunGard that owns each of the Availability Services Business, Financial Systems Business, Higher Education Systems Business and Public Sector Business (each as defined below)) with or into any other person, or any other corporate reorganization, transaction or transfer of securities of Capital Corp. (or such other Parent Company) by its stockholders, or series of related transactions (including the acquisition of capital stock of Capital Corp. or such other Parent Company), whether or not Capital Corp. (or such other Parent Company) is a party thereto, in which the stockholders of Capital Corp. immediately prior to such consolidation, merger, reorganization or transaction, own, directly or indirectly, capital stock either (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the economic interests in or voting power of Capital Corp. (or such other Parent Company) or other surviving entity immediately after such consolidation, merger, reorganization or transaction or (ii) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors of Capital Corp. (or such other Parent Company) or other surviving entity immediately after such consolidation, merger, reorganization or transaction, (b) any transaction or series of related transactions, whether or not Capital Corp. (or such other Parent Company) is a party thereto, after giving effect to which in excess of fifty percent (50%) of the voting power of Capital Corp. (or such other Parent Company) is owned directly, or indirectly through one or more entities, by any person and its “affiliates” or “associates” (as such terms are defined in the Rules promulgated under the Exchange Act of 1934, as amended (the “Exchange Act Rules”)) or any “group” (as defined in the Exchange Act Rules), other than, directly or indirectly, Qualified Institutional Investors (as defined in the Stockholders Agreement) (and in the case of a “group”, excluding a percentage of such “group” equal to the percentage of the voting power of such group controlled by any Qualified Institutional Investors), excluding, in any case referred to in clause (a) or (b) any Initial Public Offering (as defined in the Stockholders Agreement) or any bona fide primary or secondary public offering following the occurrence of an Initial Public Offering; or (c) a sale, lease or other disposition of all or substantially all of the assets of Capital Corp. or such other Parent Company, in each case on a consolidated basis with its subsidiaries (including the stock of SunGard), excluding, in any case referred to in clause (c), any sale, lease or other disposition to an entity of which the stockholders of Capital Corp. immediately prior to the sale, lease or other disposition own, directly or indirectly, through one or more entities, capital stock either representing directly, or indirectly through one or more entities, 50% or

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more of the economic interests or voting power. For the avoidance of doubt, a spin-off of one of the Businesses, Sale of a Business or a comparable transaction shall not, in any case, constitute a Change of Control.

(f) “Continuation Period” means the period beginning on the Date of Termination and ending on the anniversary of the Date of Termination that equals the Applicable Multiplier.

(g) “Date of Termination” means the date that the termination of Executive’s employment with Employer is effective on account of Executive’s death, Executive’s Disability, termination by Employer for Cause or without Cause, or by Executive for Good Reason or without Good Reason, as the case may be. The Employment Period shall end on the Date of Termination. “Year of Termination” means the fiscal year for the applicable performance period during which Executive’s Date of Termination occurs.

(h) “Disability” means (i) Executive has suffered a physical or mental illness or injury that has impaired Executive’s ability to substantially perform Executive’s full-time duties with Employer with or without reasonable accommodation for a period of 180 consecutive days and that qualifies Executive for benefits under Employer’s group long-term disability plan, and (ii) Executive has not substantially returned to full time employment before the Date of Termination specified in the notice of termination.

(i) “Good Reason” means (X) the occurrence, without Executive’s express written consent (which may be withheld for any reason or no reason), of any of the events or conditions described in the following subsections (i) through (viii), provided that upon Executive’s becoming aware or at such time as Executive should have been aware of the occurrence of any such event or condition or series of related events or conditions, Executive shall have given notice of Good Reason to Employer and Employer shall not have fully corrected the situation within ten (10) days after such notice of Good Reason.

(i) A reduction by Employer in Executive’s Base Salary (other than a reduction that is part of a general salary reduction program affecting executives of SunGard, approved by the Chief Executive Officer and the Board consistent with Section 1.4 hereof); or

(ii) A reduction or negative change by Employer in the type or level of compensation and benefits (other than Base Salary) to which Executive is entitled under this Agreement, other than any such reduction or change that is part of and consistent with a general reduction or change applicable to all officers of Employer unrelated to a Change of Control; or

(iii) A failure by Employer to pay or provide to Executive any compensation or benefits to which Executive is entitled; or

(iv) A change in Executive’s status, positions, titles, offices or responsibilities that constitutes a material and adverse change from Executive’s status, positions, titles, offices or responsibilities as in effect immediately before such change; or the assignment to Executive of any duties or responsibilities that are substantially inconsistent with Executive’s status, positions, titles, offices or responsibilities as in effect immediately before such assignment; or any removal of Executive from or failure to reappoint or reelect Executive to any

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of such positions, titles or offices; provided that termination of Executive’s employment by Employer for Cause, by Executive other than for Good Reason (as defined in any of the other subsections of this subsection (i)) or as a result of Executive’s death or Disability shall not be deemed to constitute or result in Good Reason under this subsection (iv); or

(v) (A) If Executive was based at SunGard’s principal executive offices in Wayne, Pennsylvania, as of the day immediately prior to Closing, Employer changing the location of SunGard’s principal executive offices to a location more than thirty (30) miles from the location of such offices, or Employer’s requiring Executive to be based at a location other than SunGard’s principal executive offices; (B) if Executive was based at a SunGard location in Manhattan as of the day immediately prior to the Closing, Employer requiring Executive to be based at a location outside Manhattan; or (C) if Executive was not based at SunGard’s principal executive offices or at a SunGard location in Manhattan on the day immediately prior to the Closing, Employer’s requiring Executive to be based at any location which results in Executive’s regular commuting distance being thirty (30) or more miles greater than Executive’s regular commuting distance as of the day immediately prior to the Closing; provided that in all such cases Employer may require Executive to travel on Employer business including being temporarily based at other Employer locations as long as such travel is reasonable and is not materially greater or different than Executive’s travel requirements before the Closing; or

(vi) Any material breach by SunGard or Employer of this Agreement or any other agreement between SunGard or Employer and Executive; or

(vii) The failure by Employer to obtain, before completion of either (A) a Change of Control, or (B) the Sale of a Business (as defined in Section 3.2(c)) if Executive is not employed by the Retained Business (as defined in Section 3.2(b)) after the Sale of a Business, an agreement in writing from any successors and assigns, to assume and agree to perform this Agreement; or

(viii) The provision of notice by Employer pursuant to Section 1.1 of nonrenewal of this Agreement.

(j) “Release” means a release substantially in the form of Exhibit C attached to this Agreement, which may be subsequently modified only based on recommendations of SunGard’s counsel to reflect changes in applicable law after the date of this Agreement.

(k) “Target Incentive Bonus” means Executive’s annual Incentive Bonus amount(s) payable at the Goal(s) in accordance with the Executive’s EIC plan for the Year of Termination, or such higher amount(s) in effect immediately before any reduction thereof that constituted Good Reason.

3. Sale of a Business.

3.1. Employment With Sold Business. Upon the Sale of a Business, if Executive is employed by the Sold Business (as defined in Section 3.2(d)) immediately before completion of the sale, then at the time of the Sale of a Business, Executive may request that the Retained Business hire Executive on terms and conditions substantially similar to those set forth in this Agreement, and the Retained Business shall use its commercially reasonable efforts to hire Executive, if practicable.

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3.2. Definitions.

(a) “Business” means SunGard’s businesses after the Closing, which consists of four separate businesses: (i) the availability services business segment (the “Availability Services Business”), (ii) the investment support systems business segment (the “Financial Systems Business”), (iii) the higher education systems business segment (the “Higher Education Systems Business”), and (iv) the public sector systems business segment (the “Public Sector Business”). For purposes of this Agreement, any future business acquired by SunGard after Closing that is not included in the Availability Services Business will automatically be considered part of the Financial Systems Business, Higher Education Systems Business or Public Sector Business, as determined by the Board in its sole discretion.

(b) “Retained Business” means the Business that is not being sold in the Sale of a Business.

(c) “Sale of a Business” means the sale, exchange or other disposition or transfer of all or substantially all of the business or assets of one of the four Businesses to a purchaser that is unrelated to SunGard or any of the Investors; provided that a Sale of a Business shall not also constitute a Change of Control.

(d) “Sold Business” means the Business that is being sold in the Sale of a Business.

4. Tax Gross-Up Payments.

4.1. Amount. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment (including any of the Tax Gross-Up Payments as defined below in this Section 4.1) or benefit (including any accelerated vesting of options or other equity awards) made or provided, or to be made or provided, by Employer or SunGard (or any successor thereto or affiliate thereof) to or for the benefit of Executive, whether pursuant to the terms of this Agreement, any other agreement, plan, program or arrangement of or with Employer or SunGard (or any successor thereto or affiliate thereof) or otherwise (a “Total Payment”), will be subject to the excise tax imposed by section 4999 of the Code or any comparable tax imposed by any replacement or successor provision of United States tax law (the “Excise Tax”), in spite of all customary reasonable efforts by SunGard and Executive to avoid incurring such tax, including by procuring a shareholder vote in satisfaction of the shareholder approval requirements described in Treas. Reg. Section 1.280G-1, Q&A-7, to the extent applicable, then SunGard shall pay to Executive one or more additional cash payments (the “Tax Gross-Up Payments”) in such amounts so that the net cash amount retained by Executive, after deduction or payment of (a) the Excise Tax imposed on the Total Payments (including the Excise Tax imposed on the Tax Gross-Up Payments) and (b) all federal, state and local income and employment taxes imposed upon the Tax Gross-Up Payments, shall equal the excess of the Total Payments over the Tax Gross-Up Payments (it being understood that this is a circular definition that requires a reiterative calculation); provided, that to the extent any Tax Gross-Up Payment would be considered deferred compensation for purposes of section 409A of the Code, the

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manner and time of payment, and the provisions of this Section 4, shall, if possible, be adjusted to the mutual satisfaction of SunGard and Executive to the extent necessary (but only to the extent necessary) to comply with the requirements of section 409A of the Code with respect to such payment so that the payment does not give rise to the interest or additional tax amounts described at section 409A(a)(1)(B) or section 409A(b)(4) of the Code (the “Section 409A penalties”); and further provided, that if, notwithstanding the immediately preceding proviso, the Tax Gross-Up Payment cannot be made to conform to the requirements of Section 409A of the Code without economic consequences that are greater than the lesser of 5% of the Tax Gross-Up Payment with respect to Executive or $75,000, the amount of the Tax Gross-Up Payment shall be determined by taking into account any amount necessary to pay the Section 409A penalties. For purposes of this Agreement, the term Total Payment shall also include any payments or benefits made or provided, or to be made or provided, to Executive that become subject to the Excise Tax as a result of the Merger of Merger Co with and into SunGard, irrespective of whether such payments or benefits are made or provided before or after the Closing, but in all events subject to the proviso in the preceding sentence.

4.2. Method of Determination. One or more determinations (each a “Tax Determination”) as to (a) whether any of the Total Payments will be subject to the Excise Tax, (b) the amount of the Excise Tax imposed thereon, and (c) the calculation of the related Tax Gross-Up Payment shall be made by SunGard in consultation with such accounting and tax professionals as SunGard considers necessary (with all costs related thereto paid by SunGard). For purposes of determining whether any of the Total Payments will be subject to the Excise Tax, (i) all of the Total Payments shall be treated as “parachute payments” (within the meaning of section 280G of the Code) unless and to the extent that in the written advice of an independent accountant selected (and paid for) by SunGard and reasonably acceptable to Executive (the “Accountant”), certain Payments should not constitute parachute payments, and (ii) all “excess parachute payments” (within the meaning of section 280G of the Code) shall be treated as subject to the Excise Tax unless and only to the extent that the Accountant advises SunGard that such excess parachute payments are not subject to the Excise Tax. For purposes of determining the amount of any Tax Gross-Up Payment, Executive shall be deemed to pay (x) federal income tax at the highest marginal rate in effect for the calendar year during which such Tax Gross-Up Payment is to be made, (y) FICA taxes at the highest rate applicable to wages in excess of the Social Security taxable wage base in effect for such calendar year, and (z) state and local income taxes at the highest marginal rates in effect for such calendar year in the state and local municipality of Executive’s principal residence as of the Date of Termination or the date that any portion of the Total Payment becomes subject to the Excise Tax, net of the reduction in federal income tax attributable to the deduction of such state and local income taxes, and taking into account any limitation on deductions or credits or comparable negative impact for purposes of federal income tax as a result of the Total Payments made to Executive during such calendar year.

4.3. Finalization and Payment. An initial Tax Gross-Up Payment shall be made to Executive within ten (10) days after the Date of Termination or such other prior or subsequent date that any portion of any Total Payment becomes subject to the Excise Tax (such tenth day is referred to as a “Payment Date”); provided that if the amount thereof cannot be fully determined by the Payment Date, SunGard shall pay to Executive by the Payment Date an estimate of such payment, determined by SunGard reasonably and in good faith, and SunGard shall pay to

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Executive the remainder of such payment (if any) as soon as the amount thereof can be determined but in no event later than twenty (20) days after the Payment Date. Whenever any Tax Gross-Up Payment (or estimate thereof) is made to Executive, SunGard shall provide to Executive SunGard’s Tax Determination related to such payment, together with detailed supporting calculations and explanations and, if applicable, written advice of an Accountant. Executive shall have the right to dispute any Tax Determination (a “Tax Dispute”) by so notifying SunGard within fifteen (15) days after receiving such Tax Determination and the required supporting documentation. Each Tax Determination shall become final and binding upon the parties (a) if there is no Tax Dispute, at the end of such fifteen (15) day period, without change, or (b) if there is a Tax Dispute, upon final resolution of such Tax Dispute, with such changes as may result from such Tax Dispute. Other than the initial or an estimated Tax Gross-Up Payment as provided for above, any Tax Gross-Up Payment due from SunGard to Executive shall be paid within ten (10) business days after the related Tax Determination becomes final and binding, provided that, in the event of a Tax Dispute, any undisputed portion of the Tax Gross-Up Payment shall be paid within ten (10) business days after Executive notifies SunGard of the Tax Dispute.

4.4. Underpayments and Overpayments. The parties acknowledge that, as a result of potential uncertainties in the application of the provisions of the Code dealing with the Excise Tax, it is possible that Tax Gross-Up Payments should have been made by SunGard but were not (an “Underpayment”) or that Tax Gross-Up Payments made by SunGard should not have been made (an “Overpayment”). In either such event, SunGard shall make a Tax Determination of the amount of the Underpayment or Overpayment that has occurred, and Executive shall have the right to initiate a Tax Dispute related thereto. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by SunGard to or for the benefit of Executive. In the case of an Overpayment, Executive shall, at the direction and expense of SunGard, take such steps as are reasonably necessary (including promptly refunding the amount of such overpayment and filing amended returns and claims for refunds), follow SunGard’s reasonable instructions and otherwise reasonably cooperate with SunGard to correct such Overpayment.

5. Restrictive Covenants.

5.1. Non-disclosure. At all times after the Closing and continuing at all times after Executive’s Date of Termination, and except as required by applicable law or in a judicial or administrative proceeding, Executive shall not disclose to anyone outside Capital Corp., or use for the benefit of anyone other than Capital Corp., any confidential or proprietary information relating to Capital Corp.’s business, whether acquired by Executive before, during or after employment with Employer. Executive acknowledges that Capital Corp.’s proprietary and confidential information includes, by way of example: (a) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (b) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (c) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (d) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (e) screen designs, report designs and other designs, concepts and visual expressions for software products; (f) employment and payroll records; (g) forecasts, budgets, acquisition models and other non public financial information; and (h) expansion plans, business or development plans, management policies, information about

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possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies. The provisions of this Section 5.1 shall survive any termination or expiration of this Agreement.

5.2. Works and Ideas. Executive shall promptly communicate to Capital Corp., in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “Works and Ideas”) pertaining to Capital Corp.’s business in any material respect, whether or not patentable or copyrightable, that are made, written, developed or conceived by Executive, alone or with others, at any time (during or after business hours) while Executive is employed by Employer or Capital Corp. (including at any time prior to the date of this Agreement) or during the three (3) months after Executive’s Date of Termination. Executive acknowledges that all of those Works and Ideas will be Capital Corp.’s exclusive property, and hereby assigns and agrees to assign all of Executive’s right, title and interest in those Works and Ideas to Capital Corp. Executive shall sign all documents that Capital Corp. reasonably requests to confirm its ownership of those Works and Ideas, and shall reasonably cooperate with Capital Corp., at Capital Corp.’s expense, to allow Capital Corp. to take full advantage of those Works and Ideas.

5.3. Non-competition and Non-solicitation. During the Employment Period, the Continuation Period, and the Consulting Period, if applicable, whether or not payments are being made, provided that SunGard and Employer have not defaulted in any material respect upon any of its obligations under this Agreement or otherwise to Executive, Executive shall not, directly or indirectly, (a) anywhere in the United States or the United Kingdom render any material services for any organization, or engage in any business, that competes in any material respect with Capital Corp.’s business, or (b) solicit or contact, for the purpose or with the effect of competing or interfering with Capital Corp.’s business in any material respect (i) any customer or acquisition target under contract with Capital Corp. at any time during the last two (2) years of Executive’s employment with Employer, (ii) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from Capital Corp. at any time during the last two (2) years of Executive’s employment with Capital Corp., (iii) any affiliate of any such customer or prospect, (iv) any of the individual contacts at customers or acquisition targets established by Capital Corp., Executive or others at Capital Corp. during the period of Executive’s employment with Employer, or (v) any individual who is an employee or independent contractor of Capital Corp. at the time of the solicitation or contact or who was an employee or independent contractor of Capital Corp. within three (3) months before such time.

5.4. Injunctive Relief. Executive acknowledges that Executive’s failure to perform any of the covenants in this Section 5 would cause irreparable injury to Capital Corp. and SunGard and cause damages to Capital Corp. and SunGard that would be difficult or impossible to ascertain or quantify. Accordingly, without limiting any other remedies that may be available with respect to any breach of this Section 5, Executive consents to the entry of an injunction to restrain any breach of this Section 5, without the posting of a bond.

5.5. Scope. For purposes of this Section 5, as applicable, the term “Capital Corp.” shall include (a) Capital Corp. and all of its subsidiaries (including, but not limited to, Employer) and (b) SunGard and all of its subsidiaries for periods before the Closing. Notwithstanding Section 11(b) of this Agreement, upon a Change of Control, or upon the Sale of a Business if Executive is not employed by the Retained Business, the restrictive covenants of this Section 5

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are intended to apply and shall apply only to the business of Capital Corp. or its subsidiaries or the Sold Business as conducted immediately preceding the sale and not to any greater scope of business or other businesses that may be conducted by the acquirer of or successor to Capital Corp. or the Sold Business that assumes this Agreement as a result of the sale.

6. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by SunGard or Employer, as applicable, and for which Executive may qualify; provided, however, that if Executive becomes entitled to and receives the payments provided for in Section 2.1(b) of this Agreement, Executive hereby waives Executive’s right to receive payments under any severance plan or policy applicable to all employees of SunGard or Employer, as applicable.

7. Survivorship. The respective rights and obligations of the parties under this Agreement shall survive any termination of Executive’s employment to the extent necessary to preserve the intention of such rights and obligations.

8. Dispute Resolution. In the event of any dispute relating to Executive’s employment, the termination thereof, or this Agreement, other than a dispute in which the primary relief sought is an equitable remedy such as an injunction, the parties shall be required to have the dispute, controversy or claim settled by alternative dispute resolution conducted by JAMS (or, if JAMS is not available, another mutually agreeable alternative dispute resolution organization), in the city of Executive’s principal place of employment. Any award entered by JAMS (or such other organization) shall be final, binding and nonappealable, and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This Section 8 shall be specifically enforceable. JAMS (or such other organization) shall have no authority to modify any provision of this Agreement. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY AS TO ALL CLAIMS HEREUNDER.

9. Notices. All notices and other communications required or permitted under this Agreement or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when received):

If to SunGard, to:

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, PA 19087

Attention: Victoria E. Silbey, Esquire

If to Employer, to:

SunGard Asset Management Systems Inc.

c/o SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, PA 19087

Attention: Victoria E. Silbey, Esquire

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With a required copy to:

Ropes & Gray LLP

One International Place

Boston, MA 02110

Attention: Alfred O. Rose, Esquire

If to Executive, to:

With a required copy to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103-2921

Attention: Robert J. Lichtenstein, Esquire

or to such other names or addresses as SunGard, Employer or Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section.

10. Contents of Agreement; Amendment and Assignment.

(a) This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment approved by the Board and executed on its behalf by a duly authorized officer (other than Executive) and by Executive. This Agreement supersedes the provisions of any employment or other agreement between Executive and SunGard or Employer that relate to any matter that is also the subject of this Agreement, including, but not limited to, the Change in Control Agreement and the Transition Agreement, and such other agreements are terminated immediately prior to Closing and will be null and void as of the Closing; provided, however, that this provision shall not apply to any agreement outstanding on the date this Agreement becomes effective related to (1) Executive’s options to purchase or other rights to equity of Capital Corp., a subsidiary of Capital Corp., or SunGard or (2) Executive’s rights to indemnification as an officer and/or director of SunGard.

(b) All of the terms and provisions of this Agreement, including, but not limited to the restrictive covenants of Section 5 of this Agreement, shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Executive under this Agreement are of a personal nature and shall not be assignable or delegatable in whole or in part by Executive. SunGard shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of SunGard, or the successor of a Business if a Sale of a Business occurs and Executive is not employed by the Retained Business, within fifteen (15) days of such succession, expressly to assume and agree to perform this Agreement in

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the same manner and to the same extent as SunGard would be required to perform if no such succession had taken place.

11. Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

12. Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Agreement or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

13. Beneficiaries/References. Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit payable under this Agreement following Executive’s death by giving SunGard written notice thereof. In the event of Executive’s death or a judicial determination of Executive’s incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to Executive’s beneficiary, estate or other legal representative.

14. Miscellaneous. All Section headings used in this Agreement are for convenience only. This Agreement may be executed in counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.

15. Withholding. All payments under this Agreement shall be made subject to applicable tax withholding, and Employer shall withhold from any payments under this Agreement all federal, state and local taxes as Employer is required to withhold pursuant to any law or governmental rule or regulation. Executive will deliver to Employer amounts required to be withheld from non-cash compensation. Except as specifically provided otherwise in this Agreement, Executive shall bear all expense of, and be solely responsible for, all federal, state and local taxes due with respect to any payment received under this Agreement.

16. No Withholding of Undisputed Payments. During the pendency of any dispute or controversy, Employer shall not withhold any payments or benefits due to Executive, whether under this Agreement or otherwise, except for the specific portion of any payment or benefit that is the subject of a bona fide dispute between the parties.

17. Legal Fees and Expenses. All costs and expenses (including court and arbitration costs and reasonable legal fees and expenses that reflect common practice with respect to the matters

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involved) (“Legal Costs”) incurred by Executive as a result of any claim, action or proceeding arising out of this Agreement or the contesting, disputing or enforcing of any provision, right or obligation under this Agreement (a “Claim”) shall be paid, or reimbursed to Executive on an after-tax basis as to (a) 100% of such Legal Costs if Executive either recovers damages (in cash or in-kind, such as benefits) or is the prevailing party on a material non-monetary claim (such as a dispute regarding a restrictive covenant), and (b) 50% of such Legal Costs if Executive does not recover any damages and is not the prevailing party on any material non-monetary claim; provided, that the dispute was a bona fide dispute by Executive and that Executive did not act in bad faith.

18. Indemnification.

(a) SunGard shall indemnify Executive, to the fullest extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by Executive, including the cost of legal counsel, in connection with any action, suit or proceeding to which Executive may be made a party by reason of Executive being or having been an officer, director, or employee of SunGard or Employer or any of their respective subsidiaries or affiliates.

(b) Executive shall be covered during the entire term of this Agreement and thereafter for at least six (6) years by officer and director liability insurance in amounts and on terms similar to that afforded to other executives and/or directors of SunGard, Employer or their affiliates, which such insurance shall be paid by SunGard.

(c) Executive’s indemnification agreement with SunGard, as in effect before the Closing, shall continue in full force and effect for matters related to SunGard prior to the Closing, and shall be guaranteed by SunGard. SunGard shall provide Executive with a new indemnification agreement for matters arising after the Closing that is substantially comparable to that in effect prior to the Closing.

19. Governing Law and Procedures. This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws provisions. SunGard and Executive each irrevocably and unconditionally (i) agrees that any action commenced by SunGard for preliminary and permanent injunctive relief and other equitable relief, may be brought in the United States District Court for the Federal district in which Executive’s principal place of employment is located, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in the state and county in which Executive’s principal place of employment is located, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which SunGard or Executive may have to the laying of venue of any such suit, action or proceeding in any such court. SunGard and Executive each also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 9.

20. Law/Accounting Changes.

(a) If after the Closing, a change in the law or accounting rules results in a materially adverse effect on Executive’s rights and benefits under this Agreement, the Board (or its designated committee) shall review this Agreement in light of such changes in the law or

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accounting rules to determine whether SunGard and Executive should negotiate a new employment agreement or amend this Agreement to take into account any such changes in the law or accounting rules. Executive may also request that the Board review this Agreement in light of any such changes in the law or accounting rules. Notwithstanding the above, nothing herein obligates SunGard to negotiate or amend this Agreement.

(b) If it is determined that that Executive’s Continuation Options have been structured in a manner that would result in adverse tax treatment under Section 409A of the Code, the parties agree to cooperate in taking all reasonable measures to restructure the arrangement to minimize or avoid such adverse tax treatment; provided, however, that, if any payment due to Executive is delayed as a result of Section 409A of the Code, Executive shall be entitled to be paid interest on such amount at an annual rate equal to the prime rate, as published in The Wall Street Journal, in effect as of the originally scheduled date of payment. If after considering all reasonable measures the parties determine that this Agreement or a related arrangement cannot be amended or restructured to minimize or avoid adverse tax treatment under Section 409A of the Code, the Executive will be entitled to payment of an additional amount to make the Executive whole, on a net after-tax basis, for any resulting excise taxes and interest charges imposed under Section 409A. Such additional amount will be paid to the Executive not later than the due date of the Executive’s tax return for the year in which the relevant tax or penalty is imposed. For the purpose of this Section 20(b), “Continuation Options” shall mean any options for stock of Capital Corp. and Capital Corp. II that have automatically converted in the Merger from options for common stock of SunGard.

21. Put Right with respect to Purchased Shares upon Termination.

(a) Upon termination of Executive’s employment for any reason, the provisions of this Section 21 shall apply with respect to any Purchased Shares (as defined below) held by Executive and Section 6 of the Stockholders Agreement shall not apply with respect to such Purchased Shares. “Purchased Shares” shall mean all Shares held by Executive that were purchased by Executive on or before the date this Agreement becomes effective. Capitalized terms used in this Section 21 and not otherwise defined in this Agreement shall have the meanings assigned to them in Executive’s Initial Option Awards.

(b) If Executive’s employment terminates as a result of Executive’s Disability or death, Executive (or the Executive’s Beneficiary) shall have a Put Option with respect to any Purchased Shares held by Executive at any time on or after Executive’s Date of Termination, provided that such Put Option shall terminate upon an IPO.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first above written.

SUNGARD DATA SYSTEMS INC.
By:	*
Name:	Michael J. Ruane
Title:	Senior Vice President – Finance, Chief Financial Officer
EXECUTIVE

For good and valuable consideration, including Executive’s agreement to serve as [Title] of [Employer], the obligations of SunGard Data Systems Inc. under this Employment Agreement, dated August     , 2005, with [Executive] shall be, jointly and severally, guaranteed by SunGard Capital Corp., SunGard Capital Corp. II and [Employer]. In addition, SunGard Capital Corp. and SunGard Capital Corp. II agree to be bound by the terms of Section 1.8 of the Employment Agreement which are expressly applicable to SunGard Capital Corp. and SunGard Capital Corp. II.

SUNGARD CAPITAL CORP.
By:	*
Name:	Michael J. Ruane
Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary
Dated: August     , 2005
SUNGARD CAPITAL CORP. II
By:	*
Name:	Michael J. Ruane
Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary
Dated: August     , 2005
[EMPLOYER]
By:	*
Name:	Michael J. Ruane
Title:	Assistant Vice President
Dated: August     , 2005

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

Name: Michael J. Ruane

[Employment Agreement Signature Page]

EX-10.23

Exhibit 10.23

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) entered into and made effective this 11th day of August, 2005, by and between Cristóbal Conde (“Executive”) and SunGard Data Systems Inc. (“SunGard”).

WHEREAS, Executive is currently employed by SunGard, and previously entered into a Change in Control Agreement with SunGard, dated as of December 15, 2004 and clarified by memorandum dated December 30, 2004, (the “Change in Control Agreement”) pursuant to which Executive will be entitled to certain benefits if a change in control (as defined in the Change in Control Agreement) occurs;

WHEREAS, SunGard and Solar Capital Corp., a Delaware corporation, (“Merger Co”) have entered into the Agreement and Plan of Merger, dated as of March 27, 2005 and as it may be amended from time to time (the “Merger Agreement”), pursuant to which Merger Co will be merged with and into SunGard (the “Merger”);

WHEREAS, private equity funds sponsored by Silver Lake Partners, Bain Capital, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts, Providence Equity Partners and Texas Pacific Group (collectively, the “Investors”) are stockholders of SunGard Capital Corp. (“Capital Corp.”) and SunGard Capital Corp. II (“Capital Corp. II”), the holding companies of SunGard immediately after the Merger;

WHEREAS, in connection with the Merger Agreement, the Investors and Executive entered into an agreement, dated as of March 27, 2005, (the “Transition Agreement”) pursuant to which (i) the Investors and Executive agreed to Executive’s continued employment with SunGard after the consummation of the Merger (the “Closing”) on the terms and conditions set forth in the Transition Agreement and the Exhibits thereto, and (ii) Executive agreed to waive his rights and entitlements under the Change in Control Agreement effective immediately prior to the Closing in exchange for certain payments, benefits and commitments that the Investors agreed to cause to be provided under one or more definitive agreements to be entered into between SunGard and Executive in which the terms and conditions set forth in the Transition Agreement and the Exhibits thereto will be memorialized; and

WHEREAS, in accordance with the foregoing, SunGard and Executive desire to enter into this Agreement to set forth the terms of Executive’s employment with SunGard, effective as of the Closing.

NOW, THEREFORE, intending to be legally bound and in consideration of the mutual covenants and conditions herein contained, the parties hereby agree as follows:

1. Employment. Effective upon the Closing, SunGard hereby employs Executive, and Executive hereby accepts such employment and shall perform Executive’s duties and responsibilities, in accordance with the terms, conditions and provisions hereinafter set forth.

1.1. Term of Agreement and Employment Period. This Agreement shall be effective as of the Closing and shall continue in effect until December 31, 2010, provided that effective as of December 31, 2009 and as of the last day of each subsequent calendar year (each such date is referred to hereinafter as a “Year-End Date”), the term of this Agreement shall be automatically extended for an additional one (1) year period unless, at least twelve (12) months before any Year-End Date, SunGard gives written notice to Executive of intent not to renew, in which case (i) this Agreement shall terminate on the first Year-End Date that occurs at least twelve (12) months after the notice of non-renewal is provided or on such later date when SunGard’s obligations to provide severance and benefits hereunder and Executive’s obligations to comply with the restrictive covenants hereunder shall have been fully satisfied, and (ii) the Employment Period (as defined below) shall terminate on the first Year-End Date that occurs at least twelve (12) months after the notice of non-renewal is provided unless earlier terminated pursuant to Section 2 below. The period during which this Agreement is in effect is hereinafter referred to as the “Term” and the portion of the Term during which Executive is employed by SunGard hereunder is hereinafter referred to as the “Employment Period.” This Agreement shall not become effective until the Closing. Notwithstanding anything in this Agreement to the contrary, this Agreement shall be null, void and without effect upon termination of the Merger Agreement pursuant to Section 8.01 thereof.

1.2. Duties and Responsibilities.

(a) During the Employment Period, Executive shall serve as the President and Chief Executive Officer of SunGard, or in such other position as is mutually agreed by the Board of Directors of SunGard (the “Board”) and Executive. Executive’s principal employment duties and responsibilities shall be those duties and responsibilities customary for such position and such other duties and responsibilities as Executive’s supervisor, the Board shall reasonably assign to Executive.

(b) During the Employment Period, Capital Corp. shall take all steps within its authority to ensure that Executive is elected and remains a member of the board of directors of Capital Corp.

1.3. Extent of Service. Executive shall use Executive’s best efforts to carry out Executive’s duties and responsibilities under Section 1.2 hereof and, consistent with the other provisions of this Agreement, shall devote substantially all of Executive’s business time, attention and energy thereto. The foregoing shall not be construed as preventing Executive from (a) making passive investments in other businesses or enterprises, or (b) engaging in any other business activity unless, in the judgment of the Board, it is likely to interfere in any material respect with Executive’s ability to discharge Executive’s duties and responsibilities to SunGard. In addition, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees; deliver lectures; fulfill speaking engagements or teach at educational institutions; and to manage personal investments (subject to the immediately preceding sentence); provided that such activities do not interfere in any material respect with the performance of Executive’s responsibilities as an employee in accordance with this Agreement. Any service by Executive on a corporate board or committee (other than pursuant to Section 1.2(b) hereof) will require the prior approval of the Board. Notwithstanding the foregoing, to the extent that Executive is serving on the corporate board of any other company immediately prior

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to the Closing listed on Schedule 1 hereto, Executive shall continue to be eligible to serve or such corporate board after the Closing.

1.4. Base Salary. For all the services rendered by Executive hereunder, during the Employment Period, SunGard shall pay Executive a base salary at the annual rate of $844,560, payable in installments in accordance with SunGard’s normal payroll practices. During the Employment Period, Executive’s base salary shall be reviewed annually by the Board (or the compensation committee of the Board), in consultation with the Executive, pursuant to SunGard’s normal compensation and performance review policies for senior level executives, which shall be substantially similar to SunGard’s normal policies before the Closing, subject to such changes as may be approved by the Executive and the Board. The amount of any increase for each year shall be determined at such times as bonuses are normally paid to executives of SunGard and shall be retroactive to January 1 of that year. Executive’s base salary shall not be decreased during the Employment Period; provided, that the foregoing shall not apply to any reduction that is part of a general salary reduction program affecting executives of SunGard, approved by the Executive and the Board, to the extent such reduction does not reduce Executive’s Base Salary below the Base Salary of Executive as of the Closing. For purposes of this Agreement, the term “Base Salary” shall mean the amount of Executive’s base salary established from time to time pursuant to this Section 1.4.

1.5. Incentive Bonus.

(a) For the 2005 calendar year, Executive shall be eligible to receive an annual incentive bonus under SunGard’s Executive Incentive Compensation (“EIC”) plan as in effect immediately prior to the Closing, which bonus shall be determined in accordance with SunGard’s past practices and the EIC plan’s terms. The calculations of actual earnings per share, operating income or other relevant financial targets in Executive’s 2005 EIC plan will be determined on a pro forma basis as if the Merger did not occur until after December 31, 2005, using, as applicable, assumptions regarding SunGard’s capital structure for the balance of 2005, projected debt levels, software capitalization and amortization, and weighted average shares outstanding, that are consistent with SunGard’s 2005 operating budget that was provided to the Investors and on which Executive’s EIC plan targets were originally based. In determining whether the applicable financial targets have been achieved, (i) all management and transaction fees and extraordinary items and non-cash equity incentive expenses related to the Merger and (ii) solely to the extent consistent with SunGard’s past practice in determining satisfaction of EIC goals, all acquisitions and dispositions by SunGard or any of its subsidiaries in the ordinary course of business during 2005 and all items related thereto shall be disregarded.

(b) During the Employment Period, but beginning with the 2006 calendar year, Executive shall be entitled to participate in SunGard’s EIC plan which shall establish an aggregate bonus opportunity for all executives as a group and an overall compensation philosophy that are consistent with SunGard’s practice before the Closing, provided that the Board (or compensation committee of the Board) may re-align the performance metrics and other terms after consultation with the Executive. Each year, Executive’s EIC plan shall specify the annual incentive bonus amount(s) to be paid to Executive at certain specified financial performance targets, which may include (i) four quartile targets (which was the method generally used by SunGard before the Closing for incentives based on earnings per share); (ii) minimum, midpoint and maximum targets (which was the method generally used by SunGard before the

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Closing for incentives based on operating income); (iii) a target clearly identified as the “goal,” or (iv) some other manner of specifying financial performance targets (the fourth quartile target, maximum target, identified “goal” target or highest specified financial performance target, without taking into account any incentive override for above goal performance, is referred to as the “Goal”).

For purposes of this Agreement, the term “Incentive Bonus” shall mean the amount of Executive’s annual incentive bonus established from time to time pursuant to this Section 1.5.

1.6. Retirement, Welfare and Other Benefit Plans and Programs. During the Employment Period, Executive shall be entitled to participate in all employee retirement, welfare, and other benefit plans and programs (other than any equity-based compensation plan or program) made available to SunGard’s senior level executives as a group or to its employees generally, as such plans and programs may be in effect from time to time and subject to the eligibility requirements of the plan or program. During the Employment Period, Executive shall be entitled to a leased car or car allowance at a monthly rate that is no less than that provided by SunGard to Executive before the Closing. During the Employment Period, Executive shall be entitled to vacation and sick leave in accordance with SunGard’s vacation, holiday and other pay for time not worked policies as in effect from time to time. Benefits pursuant to such plans, programs and policies (other than any equity-based compensation plan or program) shall be substantially similar to SunGard’s plans, programs and policies in place prior to the Closing, subject to such changes as are similar to changes previously made from time to time by SunGard to its plans, programs or policies or as may be approved by the Board before or after the implementation of such change.

1.7. Reimbursement of Expenses. Executive shall be provided with reimbursement of reasonable expenses related to Executive’s employment by SunGard in accordance with SunGard’s normal business expense reimbursement practices, subject to such changes as may be approved by the Board.

1.8. Stock Options.

(a) Initial Stock Option Grants. Effective upon the Closing, initial stock option grants shall be made to Executive under the SunGard 2005 Management Incentive Plan (the “Incentive Plan”). The terms and conditions of such stock option grants shall be as set forth in the time-based and performance-based stock option award agreements attached hereto as Exhibit A and Exhibit B, respectively (the “Initial Option Awards”), which are specifically incorporated herein by reference.

(b) Future Stock Option Grants.

(i) On or before December 31, 2010, Capital Corp. and Capital Corp. II shall have granted, in the aggregate, options with respect to 14.2127% of Total Equity (33,579,495.1506 Units (as defined in the Initial Option Awards)); it being understood that, except with respect to the grant of options in connection with Closing and the reallocation of a certain portion of the option pool as expressly required herein, the approval of the compensation committee of Capital Corp. and Capital Corp. II and Executive shall be necessary for any grant of options in Capital Corp. and Capital Corp. II. The terms and conditions of any stock options

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granted to Executive in accordance with Section 1.8(b)(i)(a) or (b) shall be the same as the terms and conditions of the Initial Option Awards, except that the exercise price shall be the then current fair market value and vesting shall occur within the time periods set forth in this Section 1.8(b)(i). For purposes of this Section 1.8(b), “Total Equity” means the total outstanding shares of Class A Common Stock, par value $0.001 per share (“Class A”), and Class L Common Stock, par value $0.001 per share (“Class L”), of Capital Corp. and Preferred Stock, par value $0.001 per share (“Preferred Stock”), of Capital Corp. II immediately after Closing, calculated on a fully-diluted basis assuming the full grant and exercise of the 14.2127% (33,579,495.1506 Units) option pool referred to herein, whether or not vested or exercisable, it being understood that such options will be for Units consisting of Class A, Class L and Preferred Stock.

(a) Time-Based Options. On or before December 31, 2010, time-based options with respect to 5.8581% of Total Equity (13,840,708.1995 Units) shall have been granted by Capital Corp. and Capital Corp. II, respectively. Time-based options to purchase equity units accounting for 5.4550% of Total Equity (12,888,326.6328 Units) will be granted at Closing, with (i) 3.5264% of Total Equity (8,331,732.5137 Units) in grants made to Senior Managers and 1.9286% of Total Equity (4,556,594.1191 Units) in grants made to Key Employees. The remaining 0.4031% (952,381.5666 Units) (0.3317% (783,688.8257 Units) for Senior Managers and 0.0714% (168,692.7409 Units) for Key Employees) will be held back to be granted in connection with future hires, promotions and rebalancing, with the excess, if any, of 0.08062% of Total Equity (190,476.3133 Units) over that percentage of Total Equity with respect to which time-based options were granted in connection with new hires, promotions, and rebalancing to be granted at the end of each of 2006 and 2007 to all persons (“Founders”) who received time-based options at Closing (such excess, the “Unused Time-Based Pool”); provided, that the percentage of Total Equity available for grants of time-based options in connection with new hires, promotions and rebalancing in subsequent years shall be correspondingly reduced. Each Founder’s percentage share of the Unused Time-Based Pool allocated in 2006 or 2007 (subject to such Founder’s employment with SunGard at the time of allocation) shall equal (x) the number of equity units covered by time-based options included in such Founder’s initial option award, divided by (y) the total number of equity units covered by all time-based options included in initial option awards granted on the Closing Date to all Founders (who are employed by SunGard or any of its affiliates at the time of allocation) as a group (excluding Executive). For purposes of this Section 1.8(b), (i) “Senior Managers” shall mean those Founders who receive time-based options and performance-based options in connection with Closing, and (ii) “Key Employees” shall mean those Founders who receive time-based options, but not performance-based options, in connection with Closing.

(b) Performance-Based Options. On or before December 31, 2010, performance-based options with respect to 8.3545% of Total Equity (19,738,786.9512 Units) shall have been granted by Capital Corp. and Capital Corp. II to Senior Managers, consisting of 7.7576% of Total Equity (18,328,525.0878 Units) in grants made in connection with the Closing and the remaining 0.5969% (1,410,261.8634 Units) from a reserve pool for grants in connection with new hires, promotions, and rebalancing. At the end of each of 2006, 2007 and 2008, performance-based options shall be allocated among Senior Managers with respect to the excess, if any, of 0.11938% of Total Equity (282,052.3727 Units) over that percentage of Total Equity with respect to which performance-based options were granted in connection with new hires, promotions, and rebalancing in such year (such excess, the “Unused

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Performance-Based Pool”), and the percentage of Total Equity available for grants of performance-based options in connection with new hires, promotions, and rebalancing in subsequent years shall be correspondingly reduced. Each Senior Manager’s percentage share of the Unused Performance-Based Pool allocated in 2006, 2007, or 2008 (subject to such Senior Manager’s continued employment with SunGard) shall equal (x) the number of equity units covered by performance-based options included in such Senior Manager’s initial option award, divided by (y) the total number of equity units covered by all performance-based options included in initial option awards granted on the Closing Date to all Senior Managers (who are employed by SunGard or any of its affiliates at the time of allocation) as a group (excluding Executive).

(ii) Any options granted under Section 1.8 that are forfeited or cancelled, or with respect to which shares issued upon exercise thereof have been called by Capital Corp., Capital Corp. II or other shareholders of Capital Corp. II pursuant to the applicable option awards or stockholders agreement by and among Capital Corp., certain of its subsidiaries and stockholders of Capital Corp. (the “Stockholders Agreement”) will be subject to allocation as determined by the board of Capital Corp. (or the compensation committee of Capital Corp.) and the Executive.

(iii) SunGard acknowledges and agrees that Executive is entering into this Agreement in reliance on the commitment of Capital Corp. and Capital Corp. II to the Senior Managers as a group and to the Key Employees as a group as set forth in this Section 1.8(b) and may enforce the provisions of this Section 1.8(b) on their behalf, including with equitable remedies to the extent available at law, and that Executive is entering into this Agreement in reliance on the acknowledgement set forth in this Section 1.8(b)(iii).

2. Termination. The Employment Period shall end and Executive’s employment shall terminate upon the occurrence of any of the first to occur of any of the events described in Sections 2.1 through 2.4 below.

2.1. Termination Without Cause; Resignation for Good Reason.

(a) SunGard may terminate Executive’s employment under this Section 2.1 at any time without Cause (as defined in Section 2.7(d)) upon not less than ninety (90) days’ prior written notice to Executive; provided, however, that, in the event that such notice is given, Executive shall be allowed to seek other employment during such notice period. In addition, Executive may terminate Executive’s employment under this Section 2.1 by voluntarily resigning for Good Reason (as defined in Section 2.7(i)). Executive shall give SunGard not less than thirty (30) days prior written notice of such resignation, which notice must be given within ninety (90) days after the cure period for correcting the event or condition constituting Good Reason has expired without SunGard curing the event or condition resulting in Good Reason; provided, however, no notice is required if Executive terminates for Good Reason on account of clause (Y) of Section 2.7(i). Further, Executive’s employment shall be considered to have been terminated under this Section 2.1 if, after SunGard has provided notice of intent not to renew as provided in Section 1.1, Executive’s employment terminates on the last day of the Employment Period. This Section 2.1 shall not apply if Executive’s employment is terminated by Executive without Good Reason or on account of retirement (see Section 2.2), or as a result of Executive’s Disability (as defined in Section 2.7(h)) or death (see Section 2.3), or by SunGard for Cause (see

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Section 2.4). Any termination by SunGard of Executive’s employment that is not a termination under Section 2.3 or Section 2.4 shall be considered a termination by SunGard without Cause under this Section 2.1.

(b) Upon any termination of Executive’s employment under this Section 2.1, no further payments and benefits shall be due under Section 1 of this Agreement after the end of the Employment Period and, if Executive executes and does not revoke the Release (as defined in Section 2.7(j)), then after Executive’s Date of Termination (as defined in Section 2.7(g)) Executive shall be entitled to receive all of the following:

(i) SunGard shall pay to Executive a lump sum cash payment equal to the Applicable Multiplier (as defined in Section 2.7(b)) multiplied by the sum of (1) Executive’s Base Salary at the rate in effect on Executive’s Date of Termination or such higher rate in effect immediately before any reduction thereof that constituted Good Reason, plus (2) Executive’s Target Incentive Bonus (as defined in Section 2.7(k)), payable within ten (10) days after Executive’s Date of Termination.

(ii) Executive shall receive all Accrued Compensation (as defined in Section 2.7(a)).

(iii) During the Continuation Period (as defined in Section 2.7(f)), SunGard shall provide to Executive continued coverage under the retirement, life insurance, long-term disability, medical, dental and other group health benefits and plans in effect for senior level executives of SunGard (or substantially comparable coverage) for Executive and, where applicable, Executive’s spouse, dependents and beneficiaries, at the same contribution or premium rate as may be charged from time to time for active employees of SunGard generally, as if Executive had continued in employment during such period. As an alternative, SunGard may elect to pay Executive cash in lieu of such contributions or coverage in an amount equal to Executive’s after-tax cost of obtaining comparable coverage, so long as such payments are permitted without adverse tax effect to Executive under section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”). The COBRA health care continuation coverage period under section 4980B of the Code, or any replacement or successor provision of United States tax law, shall, if permitted by law and applicable plan terms, commence immediately after the Continuation Period.

(iv) SunGard shall provide a release substantially in the form attached hereto as Exhibit D. If SunGard does not provide the release required pursuant to this Section 2.1(b)(v), the Release shall be null, void and without effect, and Executive shall still receive all of the payments and benefits described in subsections (i) through (iv) above.

(c) Upon any termination of Executive’s employment under this Section 2.1, unless Section 2.1(b)(v) applies, if Executive does not execute the Release or if Executive revokes the Release, then (i) Executive shall not be entitled to the compensation and benefits provided for in subsection (b) of this Section 2.1, (ii) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (iii) Executive shall receive all Accrued Compensation.

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2.2. Resignation Without Good Reason; Retirement.

(a) Executive may terminate Executive’s employment by voluntarily resigning other than for Good Reason upon ninety (90) days’ prior written notice. In such event, unless Section 2.2(b) applies, (i) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (ii) Executive shall receive all Accrued Compensation. SunGard may elect to waive the notice period or any portion thereof, and, if SunGard so waives, SunGard will continue to pay Executive’s Base Salary during the notice period.

(b) At any time after the third anniversary of the Closing, provided that Executive is then at least 62 years of age, Executive may terminate Executive’s employment by voluntarily retiring upon at least ninety (90) days’ prior written notice to SunGard. In such event, (i) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, (ii) Executive shall receive all Accrued Compensation, and (iii) if Executive executes and does not revoke the Release, SunGard shall enter into a consulting agreement with Executive pursuant to which (A) Executive shall be retained as a consultant for the twelve (12) month period immediately after the Executive’s Date of Termination (the “Consulting Period”), (B) Executive shall receive retainer fees of $10,000 per month during the Consulting Period, and (C) Executive shall be available during the Consulting Period for up to 50 hours per month at mutually agreeable times and places to consult with SunGard as to issues within Executive’s knowledge and expertise. In connection with Executive’s voluntary retirement pursuant to this Section 2.2(b), SunGard shall provide a release substantially in the form attached hereto as Exhibit D. If SunGard does not provide the release required pursuant to the foregoing sentence, the Release given by Executive shall be null, void and without effect, and Executive shall still receive all of the payments and benefits described in subsections (i) through (iii) above.

2.3. Termination Due to Disability or Death. SunGard may terminate Executive’s employment immediately upon notice if Executive has incurred a Disability; provided, however, that SunGard shall continue to pay Executive’s Base Salary, which shall be reduced by any disability income benefits received by Executive from SunGard or any insurance plans maintained by SunGard, and shall continue to provide to Executive all benefits then in effect and due under this Agreement until SunGard acts to terminate Executive’s employment due to a Disability. If SunGard terminates Executive’s employment due to a Disability, or if Executive dies while employed by SunGard, then (a) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (b) Executive (or Executive’s Beneficiary) shall receive all Accrued Compensation.

2.4. Termination for Cause. SunGard may terminate Executive’s employment at any time for Cause. In such event, (a) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 1 of this Agreement, and (b) Executive shall receive all Accrued Compensation.

2.5. Notice of Termination. Any termination of Executive’s employment shall be communicated by a written notice of termination to the other party hereto given in accordance with Section 9. The notice of termination shall (a) indicate the specific termination provision in this Agreement relied upon, (b) briefly summarize the facts and circumstances deemed to

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provide a basis for a termination of employment, and (c) specify the Date of Termination in accordance with the requirements of this Agreement.

2.6. No Duty to Mitigate. Executive shall not be required to mitigate the amount of any cash payment or the value of any benefit provided for in this Agreement by seeking other employment, by seeking benefits from another employer or other source, or by pursuing any other type of mitigation. No payment or benefit provided for in this Agreement shall be offset or reduced by the amount of any cash compensation or the value of any benefit provided to Executive in any subsequent employment or from any other source. Notwithstanding the foregoing, if, during the Continuation Period, Executive begins to receive group health benefits from another employer that substantially duplicate health benefits being provided by SunGard pursuant to this Section 2, then Executive shall promptly notify SunGard of the duplicate benefits and SunGard may discontinue the duplicate benefits being provided pursuant to this Section 2.

2.7. Definitions.

(a) “Accrued Compensation” means all compensation, benefit payments, reimbursements and other amounts earned by, payable to, or accrued and vested for Executive through and including Executive’s Date of Termination, but not paid as of Executive’s Date of Termination, including, but not limited to, (i) Base Salary, (ii) the Target Incentive Bonus, multiplied by the number of days in which Executive was employed by SunGard during the Year of Termination for the Target Incentive Bonus, including the Date of Termination, divided by 365, (iii) Executive’s Incentive Bonus for the fiscal year that ended immediately prior to Executive’s Date of Termination to the extent such Incentive Bonus was accrued and earned by, but not yet paid to, Executive as of Executive’s Date of Termination, (iv) pay for accrued, but unused, vacation, (v) reimbursable business expenses incurred by Executive on behalf of SunGard and (vi) employment or retirement benefits accrued and owing to Executive under any employee benefit program of SunGard. Notwithstanding the foregoing, for purposes of Sections 2.1(c), 2.2(a), and 2.4, “Accrued Compensation” shall not include item (ii) in the immediately preceding sentence. SunGard shall pay to Executive (or to Executive’s Beneficiary) a lump sum cash payment of all Accrued Compensation, payable within ten (10) days after Executive’s Date of Termination, and Executive (or Executive’s Beneficiary) shall receive any vested benefits Executive accrued or earned in accordance with the terms of any applicable benefit plans and programs of SunGard.

(b) “Applicable Multiplier” means three (3).

(c) “Beneficiary” means, in the event of Executive’s death, Executive’s legal representative, executor, administrator or designated beneficiary, as applicable

(d) “Cause” means the occurrence of the events described in the following subsections (i) through (iii), provided that no act or failure to act by Executive shall be deemed to constitute Cause if done, or omitted to be done, in good faith and with the reasonable belief that the action or omission was in the best interests of SunGard:

(i) at least two-thirds (2/3) of the members of the Board determined in good faith that Executive (A) was guilty of gross negligence or willful misconduct in the

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performance of his duties for SunGard (other than due to illness or injury suffered by Executive or a member of his family, or comparable personal problem), (B) breached or violated, in any material respect, any agreement between Executive and SunGard or any material policy in SunGard’s Business Conduct and Compliance Program (as amended from time to time), or (C) committed an act of dishonesty or breach of trust, or is convicted of a crime, and the result of such dishonesty, breach of trust, or conviction of a crime is that there is material or potentially material financial or reputational harm to SunGard; and

(ii) such determination was made at a duly convened meeting of the Board (A) of which Executive received written notice at least ten (10) days in advance, which notice shall have set forth in reasonable detail the facts and circumstances claimed to provide a basis for a finding that one of the events described in subsection (i) above occurred, and (B) at which Executive had a reasonable opportunity to make a statement and answer the allegations against Executive; and

(iii) either (A) Executive was given a reasonable opportunity to take remedial action but failed or refused to do so, or (B) at least two-thirds (2/3) of the members of the Board also determined in good faith, at such meeting, that an opportunity to take remedial action would not have been meaningful under the circumstances.

(e) “Change of Control” means the occurrence of (a) any consolidation or merger of Capital Corp. (or any other parent company (a “Parent Company”) of SunGard that owns each of the Availability Services Business, Financial Systems Business, Higher Education Systems Business and Public Sector Business (each as defined below)) with or into any other person, or any other corporate reorganization, transaction or transfer of securities of Capital Corp. (or such other Parent Company) by its stockholders, or series of related transactions (including the acquisition of capital stock of Capital Corp. or such other Parent Company), whether or not Capital Corp. (or such other Parent Company) is a party thereto, in which the stockholders of Capital Corp. immediately prior to such consolidation, merger, reorganization or transaction, own, directly or indirectly, capital stock either (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the economic interests in or voting power of Capital Corp. (or such other Parent Company) or other surviving entity immediately after such consolidation, merger, reorganization or transaction or (ii) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors of Capital Corp. (or such other Parent Company) or other surviving entity immediately after such consolidation, merger, reorganization or transaction, (b) any transaction or series of related transactions, whether or not Capital Corp. (or such other Parent Company) is a party thereto, after giving effect to which in excess of fifty percent (50%) of the voting power of Capital Corp. (or such other Parent Company) is owned directly, or indirectly through one or more entities, by any person and its “affiliates” or “associates” (as such terms are defined in the Rules promulgated under the Exchange Act of 1934, as amended (the “Exchange Act Rules”)) or any “group” (as defined in the Exchange Act Rules), other than, directly or indirectly, Qualified Institutional Investors (as defined in the Stockholders Agreement) (and in the case of a “group”, excluding a percentage of such “group” equal to the percentage of the voting power of such group controlled by any Qualified Institutional Investors), excluding, in any case referred to in clause (a) or (b) any Initial Public Offering (as defined in the Stockholders Agreement) or any bona fide primary or secondary public offering following the occurrence of an Initial Public Offering; or (c) a sale, lease or other disposition of all or substantially all of the assets of Capital

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Corp. or such other Parent Company, in each case on a consolidated basis with its subsidiaries (including the stock of SunGard), excluding, in any case referred to in clause (c), any sale, lease or other disposition to an entity of which the stockholders of Capital Corp. immediately prior to the sale, lease or other disposition own, directly or indirectly, through one or more entities, capital stock either representing directly, or indirectly through one or more entities, 50% or more of the economic interests or voting power. For the avoidance of doubt, a spin-off of one of the Businesses, Sale of a Business or a comparable transaction shall not, in any case, constitute a Change of Control.

(f) “Continuation Period” means the period beginning on the Date of Termination and ending on the anniversary of the Date of Termination that equals the Applicable Multiplier.

(g) “Date of Termination” means the date that the termination of Executive’s employment with SunGard is effective on account of Executive’s death, Executive’s Disability, termination by SunGard for Cause or without Cause, or by Executive for Good Reason or without Good Reason, as the case may be. The Employment Period shall end on the Date of Termination. “Year of Termination” means the fiscal year for the applicable performance period during which Executive’s Date of Termination occurs.

(h) “Disability” means (i) Executive has suffered a physical or mental illness or injury that has impaired Executive’s ability to substantially perform Executive’s full-time duties with SunGard with or without reasonable accommodation for a period of 180 consecutive days and that qualifies Executive for benefits under SunGard’s group long-term disability plan, and (ii) Executive has not substantially returned to full time employment before the Date of Termination specified in the notice of termination.

(i) “Good Reason” means (X) the occurrence, without Executive’s express written consent (which may be withheld for any reason or no reason), of any of the events or conditions described in the following subsections (i) through (ix), provided that upon Executive’s becoming aware or at such time as Executive should have been aware of the occurrence of any such event or condition or series of related events or conditions, Executive shall have given notice of Good Reason to SunGard and SunGard shall not have fully corrected the situation within ten (10) days after such notice of Good Reason; or (Y) any reason or no reason, provided that Executive may submit a notice of resignation under this subsection (Y) only during the thirty (30) day period immediately following the first anniversary of a Change of Control (as defined in Section 2.7(e)).

(i) A reduction by SunGard in Executive’s Base Salary (other than a reduction that is part of a general salary reduction program affecting executives of SunGard, approved by the Chief Executive Officer and the Board consistent with Section 1.4 hereof); or

(ii) A reduction or negative change by SunGard in the type or level of compensation and benefits (other than Base Salary) to which Executive is entitled under this Agreement, other than any such reduction or change that is part of and consistent with a general reduction or change applicable to all officers of SunGard unrelated to a Change of Control; or

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(iii) A failure by SunGard to pay or provide to Executive any compensation or benefits to which Executive is entitled; or

(iv) A change in Executive’s status, positions, titles, offices or responsibilities that constitutes a material and adverse change from Executive’s status, positions, titles, offices or responsibilities as in effect immediately before such change; or the assignment to Executive of any duties or responsibilities that are substantially inconsistent with Executive’s status, positions, titles, offices or responsibilities as in effect immediately before such assignment; or any removal of Executive from or failure to reappoint or reelect Executive to any of such positions, titles or offices; provided that termination of Executive’s employment by SunGard for Cause, by Executive other than for Good Reason (as defined in any of the other subsections of this subsection (i)) or as a result of Executive’s death or Disability shall not be deemed to constitute or result in Good Reason under this subsection (iv); or

(v) (A) If Executive was based at SunGard’s principal executive offices in Wayne, Pennsylvania, as of the day immediately prior to Closing, SunGard’s changing the location of SunGard’s principal executive offices to a location more than thirty (30) miles from the location of such offices, or SunGard’s requiring Executive to be based at a location other than SunGard’s principal executive offices; (B) if Executive was based at a SunGard location in Manhattan as of the day immediately prior to the Closing, SunGard’s requiring Executive to be based at a location outside Manhattan; or (C) if Executive was not based at SunGard’s principal executive offices or at a SunGard location in Manhattan on the day immediately prior to the Closing, SunGard’s requiring Executive to be based at any location which results in Executive’s regular commuting distance being thirty (30) or more miles greater than Executive’s regular commuting distance as of the day immediately prior to the Closing; provided that in all such cases SunGard may require Executive to travel on SunGard business including being temporarily based at other SunGard locations as long as such travel is reasonable and is not materially greater or different than Executive’s travel requirements before the Closing; or

(vi) Any material breach by SunGard of this Agreement or any other agreement between SunGard and Executive; or

(vii) The failure by SunGard to obtain, before completion of either (A) a Change of Control, or (B) the Sale of a Business (as defined in Section 3.2(c)) if Executive is not employed by the Retained Business (as defined in Section 3.2(b)) after the Sale of a Business, an agreement in writing from any successors and assigns, to assume and agree to perform this Agreement;

(viii) The provision of notice by SunGard pursuant to Section 1.1 of nonrenewal of this Agreement; or

(ix) The failure to elect Executive to the Board.

(j) “Release” means a release substantially in the form of Exhibit C attached to this Agreement, which may be subsequently modified only based on recommendations of SunGard’s counsel to reflect changes in applicable law after the date of this Agreement.

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(k) “Target Incentive Bonus” means Executive’s annual Incentive Bonus amount(s) payable at the Goal(s) in accordance with the Executive’s EIC plan for the Year of Termination, or such higher amount(s) in effect immediately before any reduction thereof that constituted Good Reason.

3. Sale of a Business.

3.1. Employment With Sold Business. Upon the Sale of a Business, if Executive is employed by the Sold Business (as defined in Section 3.2(d)) immediately before completion of the sale, then at the time of the Sale of a Business, Executive may request that the Retained Business hire Executive on terms and conditions substantially similar to those set forth in this Agreement, and the Retained Business shall use its commercially reasonable efforts to hire Executive, if practicable.

3.2. Definitions.

(a) “Business” means SunGard’s businesses after the Closing, which consists of four separate businesses: (i) the availability services business segment (the “Availability Services Business”), (ii) the investment support systems business segment (the “Financial Systems Business”), (iii) the higher education systems business segment (the “Higher Education Systems Business”), and (iv) the public sector systems business segment (the “Public Sector Business”). For purposes of this Agreement, any future business acquired by SunGard after Closing that is not included in the Availability Services Business will automatically be considered part of the Financial Systems Business, Higher Education Systems Business or Public Sector Business, as determined by the Board in its sole discretion.

(b) “Retained Business” means the Business that is not being sold in the Sale of a Business.

(c) “Sale of a Business” means the sale, exchange or other disposition or transfer of all or substantially all of the business or assets of one of the four Businesses to a purchaser that is unrelated to SunGard or any of the Investors; provided that a Sale of a Business shall not also constitute a Change of Control.

(d) “Sold Business” means the Business that is being sold in the Sale of a Business.

4. Tax Gross-Up Payments.

4.1. Amount. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment (including any of the Tax Gross-Up Payments as defined below in this Section 4.1) or benefit (including any accelerated vesting of options or other equity awards) made or provided, or to be made or provided, by SunGard (or any successor thereto or affiliate thereof) to or for the benefit of Executive, whether pursuant to the terms of this Agreement, any other agreement, plan, program or arrangement of or with SunGard (or any successor thereto or affiliate thereof) or otherwise (a “Total Payment”), will be subject to the excise tax imposed by section 4999 of the Code or any comparable tax imposed by any replacement or successor provision of United States tax law (the “Excise Tax”), in spite of all

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customary reasonable efforts by SunGard and Executive to avoid incurring such tax, including by procuring a shareholder vote in satisfaction of the shareholder approval requirements described in Treas. Reg. Section 1.280G-1, Q&A-7, to the extent applicable, then SunGard shall pay to Executive one or more additional cash payments (the “Tax Gross-Up Payments”) in such amounts so that the net cash amount retained by Executive, after deduction or payment of (a) the Excise Tax imposed on the Total Payments (including the Excise Tax imposed on the Tax Gross-Up Payments) and (b) all federal, state and local income and employment taxes imposed upon the Tax Gross-Up Payments, shall equal the excess of the Total Payments over the Tax Gross-Up Payments (it being understood that this is a circular definition that requires a reiterative calculation); provided, that to the extent any Tax Gross-Up Payment would be considered deferred compensation for purposes of section 409A of the Code, the manner and time of payment, and the provisions of this Section 4, shall, if possible, be adjusted to the mutual satisfaction of SunGard and Executive to the extent necessary (but only to the extent necessary) to comply with the requirements of section 409A of the Code with respect to such payment so that the payment does not give rise to the interest or additional tax amounts described at section 409A(a)(1)(B) or section 409A(b)(4) of the Code (the “Section 409A penalties”); and further provided, that if, notwithstanding the immediately preceding proviso, the Tax Gross-Up Payment cannot be made to conform to the requirements of Section 409A of the Code without economic consequences that are greater than the lesser of 5% of the Tax Gross-Up Payment with respect to Executive or $75,000, the amount of the Tax Gross-Up Payment shall be determined by taking into account any amount necessary to pay the Section 409A penalties. For purposes of this Agreement, the term Total Payment shall also include any payments or benefits made or provided, or to be made or provided, to Executive that become subject to the Excise Tax as a result of the Merger of Merger Co with and into SunGard, irrespective of whether such payments or benefits are made or provided before or after the Closing, but in all events subject to the proviso in the preceding sentence.

4.2. Method of Determination. One or more determinations (each a “Tax Determination”) as to (a) whether any of the Total Payments will be subject to the Excise Tax, (b) the amount of the Excise Tax imposed thereon, and (c) the calculation of the related Tax Gross-Up Payment shall be made by SunGard in consultation with such accounting and tax professionals as SunGard considers necessary (with all costs related thereto paid by SunGard). For purposes of determining whether any of the Total Payments will be subject to the Excise Tax, (i) all of the Total Payments shall be treated as “parachute payments” (within the meaning of section 280G of the Code) unless and to the extent that in the written advice of an independent accountant selected (and paid for) by SunGard and reasonably acceptable to Executive (the “Accountant”), certain Payments should not constitute parachute payments, and (ii) all “excess parachute payments” (within the meaning of section 280G of the Code) shall be treated as subject to the Excise Tax unless and only to the extent that the Accountant advises SunGard that such excess parachute payments are not subject to the Excise Tax. For purposes of determining the amount of any Tax Gross-Up Payment, Executive shall be deemed to pay (x) federal income tax at the highest marginal rate in effect for the calendar year during which such Tax Gross-Up Payment is to be made, (y) FICA taxes at the highest rate applicable to wages in excess of the Social Security taxable wage base in effect for such calendar year, and (z) state and local income taxes at the highest marginal rates in effect for such calendar year in the state and local municipality of Executive’s principal residence as of the Date of Termination or the date that any portion of the Total Payment becomes subject to the Excise Tax, net of the reduction in federal

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income tax attributable to the deduction of such state and local income taxes, and taking into account any limitation on deductions or credits or comparable negative impact for purposes of federal income tax as a result of the Total Payments made to Executive during such calendar year.

4.3. Finalization and Payment. An initial Tax Gross-Up Payment shall be made to Executive within ten (10) days after the Date of Termination or such other prior or subsequent date that any portion of any Total Payment becomes subject to the Excise Tax (such tenth day is referred to as a “Payment Date”); provided that if the amount thereof cannot be fully determined by the Payment Date, SunGard shall pay to Executive by the Payment Date an estimate of such payment, determined by SunGard reasonably and in good faith, and SunGard shall pay to Executive the remainder of such payment (if any) as soon as the amount thereof can be determined but in no event later than twenty (20) days after the Payment Date. Whenever any Tax Gross-Up Payment (or estimate thereof) is made to Executive, SunGard shall provide to Executive SunGard’s Tax Determination related to such payment, together with detailed supporting calculations and explanations and, if applicable, written advice of an Accountant. Executive shall have the right to dispute any Tax Determination (a “Tax Dispute”) by so notifying SunGard within fifteen (15) days after receiving such Tax Determination and the required supporting documentation. Each Tax Determination shall become final and binding upon the parties (a) if there is no Tax Dispute, at the end of such fifteen (15) day period, without change, or (b) if there is a Tax Dispute, upon final resolution of such Tax Dispute, with such changes as may result from such Tax Dispute. Other than the initial or an estimated Tax Gross-Up Payment as provided for above, any Tax Gross-Up Payment due from SunGard to Executive shall be paid within ten (10) business days after the related Tax Determination becomes final and binding, provided that, in the event of a Tax Dispute, any undisputed portion of the Tax Gross-Up Payment shall be paid within ten (10) business days after Executive notifies SunGard of the Tax Dispute.

4.4. Underpayments and Overpayments. The parties acknowledge that, as a result of potential uncertainties in the application of the provisions of the Code dealing with the Excise Tax, it is possible that Tax Gross-Up Payments should have been made by SunGard but were not (an “Underpayment”) or that Tax Gross-Up Payments made by SunGard should not have been made (an “Overpayment”). In either such event, SunGard shall make a Tax Determination of the amount of the Underpayment or Overpayment that has occurred, and Executive shall have the right to initiate a Tax Dispute related thereto. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by SunGard to or for the benefit of Executive. In the case of an Overpayment, Executive shall, at the direction and expense of SunGard, take such steps as are reasonably necessary (including promptly refunding the amount of such overpayment and filing amended returns and claims for refunds), follow SunGard’s reasonable instructions and otherwise reasonably cooperate with SunGard to correct such Overpayment.

5. Restrictive Covenants.

5.1. Non-disclosure. At all times after the Closing and continuing at all times after Executive’s Date of Termination, and except as required by applicable law or in a judicial or administrative proceeding, Executive shall not disclose to anyone outside Capital Corp., or use for the benefit of anyone other than Capital Corp., any confidential or proprietary information relating to Capital Corp.’s business, whether acquired by Executive before, during or after

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employment with SunGard. Executive acknowledges that Capital Corp.’s proprietary and confidential information includes, by way of example: (a) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (b) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (c) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (d) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (e) screen designs, report designs and other designs, concepts and visual expressions for software products; (f) employment and payroll records; (g) forecasts, budgets, acquisition models and other non public financial information; and (h) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies. The provisions of this Section 5.1 shall survive any termination or expiration of this Agreement.

5.2. Works and Ideas. Executive shall promptly communicate to Capital Corp., in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “Works and Ideas”) pertaining to Capital Corp.’s business in any material respect, whether or not patentable or copyrightable, that are made, written, developed or conceived by Executive, alone or with others, at any time (during or after business hours) while Executive is employed by SunGard or Capital Corp. (including at any time prior to the date of this Agreement) or during the three (3) months after Executive’s Date of Termination. Executive acknowledges that all of those Works and Ideas will be Capital Corp.’s exclusive property, and hereby assigns and agrees to assign all of Executive’s right, title and interest in those Works and Ideas to Capital Corp. Executive shall sign all documents that Capital Corp. reasonably requests to confirm its ownership of those Works and Ideas, and shall reasonably cooperate with Capital Corp., at Capital Corp.’s expense, to allow Capital Corp. to take full advantage of those Works and Ideas.

5.3. Non-competition and Non-solicitation. During the Employment Period, the Continuation Period, and the Consulting Period, if applicable, whether or not payments are being made, provided that SunGard has not defaulted in any material respect upon any of its obligations under this Agreement or otherwise to Executive, Executive shall not, directly or indirectly, (a) render any material services for any organization, or engage in any business, that competes in any material respect with Capital Corp.’s business, or (b) solicit or contact, for the purpose or with the effect of competing or interfering with Capital Corp.’s business in any material respect (i) any customer or acquisition target under contract with Capital Corp. at any time during the last two (2) years of Executive’s employment with SunGard, (ii) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from Capital Corp. at any time during the last two (2) years of Executive’s employment with Capital Corp., (iii) any affiliate of any such customer or prospect, (iv) any of the individual contacts at customers or acquisition targets established by Capital Corp., Executive or others at Capital Corp. during the period of Executive’s employment with SunGard, or (v) any individual who is an employee or independent contractor of Capital Corp. at the time of the solicitation or contact or who was an employee or independent contractor of Capital Corp. within three (3) months before such time.

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5.4. Injunctive Relief. Executive acknowledges that Executive’s failure to perform any of the covenants in this Section 5 would cause irreparable injury to Capital Corp. and SunGard and cause damages to Capital Corp. and SunGard that would be difficult or impossible to ascertain or quantify. Accordingly, without limiting any other remedies that may be available with respect to any breach of this Section 5, Executive consents to the entry of an injunction to restrain any breach of this Section 5, without the posting of a bond.

5.5. Scope. For purposes of this Section 5, as applicable, the term “Capital Corp.” shall include (a) Capital Corp. and all of its subsidiaries (including, but not limited to, SunGard) and (b) SunGard and all of its subsidiaries for periods before the Closing. Notwithstanding Section 11(b) of this Agreement, upon a Change of Control, or upon the Sale of a Business if Executive is not employed by the Retained Business, the restrictive covenants of this Section 5 are intended to apply and shall apply only to the business of Capital Corp. or its subsidiaries or the Sold Business as conducted immediately preceding the sale and not to any greater scope of business or other businesses that may be conducted by the acquirer of or successor to Capital Corp. or the Sold Business that assumes this Agreement as a result of the sale.

6. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by SunGard, as applicable, and for which Executive may qualify; provided, however, that if Executive becomes entitled to and receives the payments provided for in Section 2.1(b) of this Agreement, Executive hereby waives Executive’s right to receive payments under any severance plan or policy applicable to all employees of SunGard, as applicable.

7. Survivorship. The respective rights and obligations of the parties under this Agreement shall survive any termination of Executive’s employment to the extent necessary to preserve the intention of such rights and obligations.

8. Dispute Resolution. In the event of any dispute relating to Executive’s employment, the termination thereof, or this Agreement, other than a dispute in which the primary relief sought is an equitable remedy such as an injunction, the parties shall be required to have the dispute, controversy or claim settled by alternative dispute resolution conducted by JAMS (or, if JAMS is not available, another mutually agreeable alternative dispute resolution organization), in the city of Executive’s principal place of employment. Any award entered by JAMS (or such other organization) shall be final, binding and nonappealable, and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This Section 8 shall be specifically enforceable. JAMS (or such other organization) shall have no authority to modify any provision of this Agreement. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY AS TO ALL CLAIMS HEREUNDER.

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9. Notices. All notices and other communications required or permitted under this Agreement or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when received):

If to SunGard, to:

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, PA 19087

Attention: Victoria E. Silbey, Esquire

With a required copy to:

Ropes & Gray LLP

One International Place

Boston, MA 02110

Attention: Alfred O. Rose, Esquire

If to Executive, to:

Cristóbal Conde

With a required copy to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103-2921

Attention: Robert J. Lichtenstein, Esquire

or to such other names or addresses as SunGard or Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section.

10. Contents of Agreement; Amendment and Assignment.

(a) This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment approved by the Board and executed on its behalf by a duly authorized officer (other than Executive) and by Executive. This Agreement supersedes the provisions of any employment or other agreement between Executive and SunGard that relate to any matter that is also the subject of this Agreement, including, but not limited to, the Change in Control Agreement and the Transition Agreement, and such other agreements are terminated immediately prior to Closing and will be null and void as of the Closing; provided, however, that this provision shall not apply to any agreement outstanding on the date this Agreement becomes effective related to (1) Executive’s options to purchase or other rights to equity of Capital Corp., a subsidiary of Capital Corp., or SunGard or (2) Executive’s rights to indemnification as an officer and/or director of SunGard.

(b) All of the terms and provisions of this Agreement, including, but not limited to the restrictive covenants of Section 5 of this Agreement, shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal

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representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Executive under this Agreement are of a personal nature and shall not be assignable or delegatable in whole or in part by Executive. SunGard shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of SunGard, or the successor of a Business if a Sale of a Business occurs and Executive is not employed by the Retained Business, within fifteen (15) days of such succession, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as SunGard would be required to perform if no such succession had taken place.

11. Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

12. Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Agreement or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

13. Beneficiaries/References. Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit payable under this Agreement following Executive’s death by giving SunGard written notice thereof. In the event of Executive’s death or a judicial determination of Executive’s incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to Executive’s beneficiary, estate or other legal representative.

14. Miscellaneous. All Section headings used in this Agreement are for convenience only. This Agreement may be executed in counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.

15. Withholding. All payments under this Agreement shall be made subject to applicable tax withholding, and SunGard shall withhold from any payments under this Agreement all federal, state and local taxes as SunGard is required to withhold pursuant to any law or governmental rule or regulation. Executive will deliver to SunGard amounts required to be withheld from non-cash compensation. Except as specifically provided otherwise in this Agreement, Executive shall bear all expense of, and be solely responsible for, all federal, state and local taxes due with respect to any payment received under this Agreement.

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16. No Withholding of Undisputed Payments. During the pendency of any dispute or controversy, SunGard shall not withhold any payments or benefits due to Executive, whether under this Agreement or otherwise, except for the specific portion of any payment or benefit that is the subject of a bona fide dispute between the parties.

17. Legal Fees and Expenses. All costs and expenses (including court and arbitration costs and reasonable legal fees and expenses that reflect common practice with respect to the matters involved) (“Legal Costs”) incurred by Executive as a result of any claim, action or proceeding arising out of this Agreement or the contesting, disputing or enforcing of any provision, right or obligation under this Agreement (a “Claim”) shall be paid, or reimbursed to Executive on an after-tax basis as to (a) 100% of such Legal Costs if Executive either recovers damages (in cash or in-kind, such as benefits) or is the prevailing party on a material non-monetary claim (such as a dispute regarding a restrictive covenant), and (b) 50% of such Legal Costs if Executive does not recover any damages and is not the prevailing party on any material non-monetary claim; provided, that the dispute was a bona fide dispute by Executive and that Executive did not act in bad faith.

18. Indemnification.

(a) SunGard shall indemnify Executive, to the fullest extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by Executive, including the cost of legal counsel, in connection with any action, suit or proceeding to which Executive may be made a party by reason of Executive being or having been an officer, director, or employee of SunGard or any of their respective subsidiaries or affiliates.

(b) Executive shall be covered during the entire term of this Agreement and thereafter for at least six (6) years by officer and director liability insurance in amounts and on terms similar to that afforded to other executives and/or directors of SunGard, or its affiliates, which such insurance shall be paid by SunGard.

(c) Executive’s indemnification agreement with SunGard, as in effect before the Closing, shall continue in full force and effect for matters related to SunGard prior to the Closing, and shall be guaranteed by SunGard. SunGard shall provide Executive with a new indemnification agreement for matters arising after the Closing that is substantially comparable to that in effect prior to the Closing.

19. Governing Law and Procedures. This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws provisions. SunGard and Executive each irrevocably and unconditionally (i) agrees that any action commenced by SunGard for preliminary and permanent injunctive relief and other equitable relief, may be brought in the United States District Court for the Federal district in which Executive’s principal place of employment is located, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in the state and county in which Executive’s principal place of employment is located, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which SunGard or Executive may have to the laying of venue of any such suit, action or proceeding in any such court. SunGard and Executive each also irrevocably and

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unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 9.

20. Law/Accounting Changes.

(a) If after the Closing, a change in the law or accounting rules results in a materially adverse effect on Executive’s rights and benefits under this Agreement, the Board (or its designated committee) shall review this Agreement in light of such changes in the law or accounting rules to determine whether SunGard and Executive should negotiate a new employment agreement or amend this Agreement to take into account any such changes in the law or accounting rules. Executive may also request that the Board review this Agreement in light of any such changes in the law or accounting rules. Notwithstanding the above, nothing herein obligates SunGard to negotiate or amend this Agreement.

(b) If it is determined that that Executive’s Continuation Options have been structured in a manner that would result in adverse tax treatment under Section 409A of the Code, the parties agree to cooperate in taking all reasonable measures to restructure the arrangement to minimize or avoid such adverse tax treatment; provided, however, that, if any payment due to Executive is delayed as a result of Section 409A of the Code, Executive shall be entitled to be paid interest on such amount at an annual rate equal to the prime rate, as published in The Wall Street Journal, in effect as of the originally scheduled date of payment. If after considering all reasonable measures the parties determine that this Agreement or a related arrangement cannot be amended or restructured to minimize or avoid adverse tax treatment under Section 409A of the Code, the Executive will be entitled to payment of an additional amount to make the Executive whole, on a net after-tax basis, for any resulting excise taxes and interest charges imposed under Section 409A. Such additional amount will be paid to the Executive not later than the due date of the Executive’s tax return for the year in which the relevant tax or penalty is imposed. For the purpose of this Section 20(b), “Continuation Options” shall mean any options for stock of Capital Corp. and Capital Corp. II that have automatically converted in the Merger from options for common stock of SunGard.

21. Put Right with respect to Purchased Shares upon Termination.

(a) Upon termination of Executive’s employment for any reason, the provisions of this Section 21 shall apply with respect to any Purchased Shares (as defined below) held by Executive and Section 6 of the Stockholders Agreement shall not apply with respect to such Purchased Shares. “Purchased Shares” shall mean all Shares held by Executive that were purchased by Executive on or before the date this Agreement becomes effective. Capitalized terms used in this Section 21 and not otherwise defined in this Agreement shall have the meanings assigned to them in Executive’s Initial Option Awards.

(b) If Executive’s employment terminates as a result of Executive’s Disability or death, Executive (or the Executive’s Beneficiary) shall have a Put Option with respect to any Purchased Shares held by Executive at any time on or after Executive’s Date of Termination, provided that such Put Option shall terminate upon an IPO.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first above written.

SUNGARD DATA SYSTEMS INC.
By:	/S/    MICHAEL J. RUANE
Name:	Michael J. Ruane
Title:	Senior Vice President – Finance, Chief Financial Officer
/S/    CRISTÓBAL CONDE
CRISTÓBAL CONDE

For good and valuable consideration, including Executive’s agreement to serve as President and Chief Executive Officer of SunGard Data Systems Inc., the obligations of SunGard Data Systems Inc. under this Employment Agreement, dated August 11, 2005, with Cristóbal Conde shall be, jointly and severally, guaranteed by SunGard Capital Corp. and SunGard Capital Corp. II. In addition, SunGard Capital Corp. and SunGard Capital Corp. II agree to be bound by the terms of Section 1.2(b) and Section 1.8 of the Employment Agreement which are expressly applicable to SunGard Capital Corp. and SunGard Capital Corp. II.

SUNGARD CAPITAL CORP.
By:	*
Name:	Glenn H. Hutchins
Title:	President
Dated: August 11, 2005
SUNGARD CAPITAL CORP. II
By:	*
Name:	Glenn H. Hutchins
Title:	President
Dated: August 11, 2005

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/S/    GLENN H. HUTCHINS
Name:	Glenn H. Hutchins

[Employment Agreement Signature Page]

EX-10.24

Exhibit 10.24

STOCKHOLDERS AGREEMENT

by and among

SunGard Capital Corp.

SunGard Capital Corp. II

SunGard Holding Corp.

SunGard Holdco LLC

Solar Capital Corp.

and

Certain Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II

Dated as of August 10, 2005

TABLE OF CONTENTS

		Page
1. EFFECTIVENESS; DEFINITIONS		3
1.1.	Closing	3
1.2.	Definitions	3
2. VOTING AGREEMENT		3
2.1.	Significant Transactions	3
2.2.	Consent to Amendment	4
2.3.	Limitation of Proxy	4
2.4.	The Company and Lowerco	4
2.5.	Period	4
3. TRANSFER RESTRICTIONS		5
3.1.	Transfers Allowed	5
3.2.	Certain Transferees to Become Parties	6
3.3.	Restrictions on Transfers to Strategic Investors	7
3.4.	Spin-Off Limits	8
3.5.	Impermissible Transfer	8
3.6.	Notice of Transfer	9
3.7.	Other Restrictions on Transfer	9
3.8.	Period	9
4. “TAG ALONG” AND “DRAG ALONG” RIGHTS AND RIGHT OF FIRST OFFER		9
4.1.	Tag Along	9
4.2.	Change of Control Drag Along	12
4.3.	Recapitalization Transaction Drag Along	13
4.4.	Miscellaneous Sale Provisions	16
4.5.	Right of First Offer	18
4.6.	Period	21
5. HOLDER LOCK-UP		21
6. PUT AND CALL OPTIONS		21
6.1.	Call Option	21
6.2.	Put Option	22
6.3.	Cash Payments	23
6.4.	Prepayments	23
6.5.	Notices, etc.	23
6.6.	Closing	23
6.7.	Principal Investor Group Call Option	23
6.8.	Pro Rata Across Classes	24
6.9.	Period	24

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7. REMEDIES		24
7.1.	Generally	24
7.2.	Deposit	24
8. LEGENDS		25
8.1.	Restrictive Legend	25
8.2.	1933 Act Legends	25
8.3.	Stop Transfer Instruction	26
8.4.	Termination of 1933 Act Legend	26
8.5.	Classes of Shares Separately Transferable	26
9. AMENDMENT, TERMINATION, ETC.		26
9.1.	Oral Modifications	26
9.2.	Written Modifications	26
9.3.	Withdrawal from Agreement	27
9.4.	Effect of Termination	28
10. DEFINITIONS		28
10.1.	Certain Matters of Construction	28
10.2.	Definitions	28
11. MISCELLANEOUS		41
11.1.	Authority: Effect	41
11.2.	Notices	41
11.3.	Binding Effect, Etc.	45
11.4.	Descriptive Heading	46
11.5.	Counterparts	46
11.6.	Severability	46
11.7.	No Recourse	46
11.8.	Aggregation of Shares	46
11.9.	Obligations of Company, Lowerco, Holdings, LLC and Opco	46
11.10.	Confidentiality	46
12. GOVERNING LAW		47
12.1.	Governing Law	47
12.2.	Consent to Jurisdiction	47
12.3.	WAIVER OF JURY TRIAL	48
12.4.	Exercise of Rights and Remedies	48

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STOCKHOLDERS AGREEMENT

This Stockholders Agreement (the “Agreement”) is made as of August 10, 2005 by and among:

(i) SunGard Capital Corp., a Delaware corporation (together with its successors and permitted assigns, the “Company”);

(ii) SunGard Capital Corp. II, a Delaware corporation (together with its successors and permitted assigns, “Lowerco”);

(iii) SunGard Holding Corp., a Delaware corporation (together with its successors and permitted assigns, “Holdings”);

(iv) SunGard Holdco LLC, a Delaware limited liability company (together with its successors and permitted assigns, “LLC”)

(v) Solar Capital Corp., a Delaware corporation (“Solar Capital”);

(vi) each Person executing this Agreement and listed as a Principal Investor on the signature pages hereto (collectively with their Permitted Transferees and for so long as they are members of a Principal Investor Group, the “Principal Investors”);

(vii) each Person executing this Agreement and listed as an Other Investor on the signature pages hereto (collectively with their Permitted Transferees and with Persons who executed this Agreement as Principal Investors who have ceased to be members of a Principal Investor Group, the “Other Investors” and, together with the Principal Investors, the “Investors”);

(viii) each Person executing this Agreement and listed as a Manager on the signature pages hereto and such other Persons, if any, that from time to time become party hereto as Managers (collectively, the “Managers”);

(ix) each Person executing this Agreement and listed as a Manager Designee on the signature pages hereto and such other Persons, if any, that from time to time become party hereto as Manager Designees (collectively, the “Manager Designees”); and

(vii) such other Persons, if any, that from time to time become party hereto as transferees of Shares pursuant to Section 3.2 (collectively, together with the Investors, the Managers and the Manager Designees, the “Stockholders”) in accordance with the terms hereof.

RECITALS

1. Each of the Company, Lowerco, Holdings, LLC and Solar Capital, has been formed for the purpose of engaging in a transaction in which Solar Capital will be merged with and into SunGard Data Systems Inc. (“SDS”), with SDS surviving (the “Merger”) pursuant to an Agreement and Plan of Merger between Solar Capital and SDS dated as of March 27, 2005 (as amended from time to time, the “Merger Agreement”). The rights and obligations of “Opco” hereunder shall refer to the rights and obligations of Solar Capital at all times prior to the consummation of the Merger, and thereafter shall refer to the rights and obligations of SDS, as a successor entity to Solar Capital, and its successors and permitted assigns.

2. On the date hereof, certain Stockholders will, in exchange for cash, shares of SDS common stock and/or other assets, acquire Class A Stock and Class L Stock from the Company and Preferred Stock from Lowerco. The cash proceeds and shares of SDS common stock received by the Company in exchange for such Class A Stock and Class L Stock are referred to as the “Class A and L Proceeds”. The cash proceeds and shares of SDS common stock received by Lowerco in exchange for such Preferred Stock are referred to collectively with the Class A and L Proceeds as the “Proceeds”. On the Closing Date and immediately prior to the Closing (each as defined below), the Company will contribute the Class A and L Proceeds to Lowerco in exchange for common stock of Lowerco, and the Company will thereby hold all of the issued and outstanding common stock of Lowerco. Immediately thereafter, Lowerco will contribute 99% of the Proceeds to Holdings in exchange for common stock of Holdings and Holdings will thereby become a wholly owned subsidiary of Lowerco. Immediately thereafter, Holdings will contribute all of the Proceeds which it received from Lowerco to LLC in exchange for membership interests in LLC representing a 99% ownership interest therein. Contemporaneously therewith, Lowerco will contribute 1% of the Proceeds to LLC in exchange for membership interests in LLC representing a 1% interest therein. Immediately thereafter, LLC will contribute all of the Proceeds less certain expenses to Solar Capital in exchange for common stock of Solar Capital, and LLC will thereby hold all of the issued and outstanding common stock of Solar Capital.

3. Upon the Closing, shares of common stock of Solar Capital shall be automatically converted into shares of common stock of SDS, and LLC will thereby hold all of the issued and outstanding common stock of SDS.

4. Immediately following the Closing, the Common Stock, the Preferred Stock and all Options (as defined below) will be held as set forth on Schedule I hereto.

5. The parties believe that it is in the best interests of the Company, Lowerco, Holdings, LLC, Opco and the Stockholders to set forth their agreements on certain matters.

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AGREEMENT

Therefore, the parties hereto hereby agree as follows:

1. EFFECTIVENESS; DEFINITIONS.

1.1. Closing. This Agreement shall become effective upon the initial issuance of Stock to the Stockholders in anticipation of the consummation of the closing under the Merger Agreement (the “Closing”).

1.2. Definitions. Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Section 10 hereof.

2. VOTING AGREEMENT.

2.1. Significant Transactions. For so long as there are any Principal Investors remaining, each holder of Shares hereby appoints each Principal Investor as its proxy to vote such holder’s Shares, whether at a meeting or by written consent in accordance with such holder’s agreements contained in this Section 2.1, which proxy shall be valid and remain in effect until the applicable provisions of this Section 2.1 expire pursuant to Section 2.5. The power and authority to exercise the proxy granted hereby shall be exercised if and only if the matter to be voted on has been approved by the Requisite Principal Investors (which for purposes of this Section 2.1 shall mean the approval specified in clause (a) of the definition of “Requisite Principal Investors”) and shall be exercised on terms consistent with such approval. The proxy granted hereby is irrevocable and coupled with an interest sufficient in law to support an irrevocable power. Each Principal Investors who is granted such proxy agrees that it shall only be voted in a manner consistent with such holder’s agreements with respect to voting contained in this Section 2.1.

2.1.1. Change of Control Transactions. If a vote of holders of Shares (or any class or series of Shares) is required under any applicable law or stock exchange regulations in connection with a Change of Control transaction being implemented pursuant to Section 4.2 or is determined to be otherwise desirable by the Requisite Principal Investors in connection with a transaction being implemented pursuant to Section 4.2, each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Requisite Principal Investors may instruct by written notice to approve any sale, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its subsidiaries (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise by the Requisite Principal Investors of their rights under Section 4.2 and in all cases consistent with the provisions of such Section.

2.1.2. Recapitalization Transactions. If a vote of holders of Shares (or any class or series of Shares) is required under any applicable law or stock exchange regulations in connection with a Recapitalization Transaction being implemented pursuant to Section 4.3 or is determined to be otherwise desirable by the Requisite Principal Investors in connection with a Recapitalization Transaction being implemented pursuant to Section 4.3, each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Requisite Principal Investors may instruct by written notice to approve any aspect or aspects of such Recapitalization Transaction in connection with, or in furtherance of, the exercise by the Requisite

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Principal Investors of their rights under Section 4.3 and in all cases consistent with the provisions of such Section.

2.1.3. Certificate of Incorporation Amendments. Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Requisite Principal Investors may instruct by written notice to approve any amendment to the certificate of incorporation of the Company that is approved by the Requisite Principal Investors and (a) if applicable, by a Majority in Interest of the holders of any class of shares to the extent such amendment, by its terms, materially and adversely discriminates against such class of shares and (b) if applicable, by a Majority in Interest of the Other Investor Shares to the extent such amendment, by its terms, materially and adversely discriminates against the rights of the holders of Other Investor Shares.

2.2. Consent to Amendment. Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Requisite Principal Investors may instruct by written notice to increase the number of authorized shares of Class A-8 Common Stock to the extent necessary to permit the Company to comply with the provisions of its certificate of incorporation with respect to the conversion of shares of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock, Class A-7 Common Stock and Class L Stock into shares of Class A-8 Common Stock. For so long as there are any Principal Investors remaining, each holder of Shares hereby appoints each Principal Investor as its proxy to vote such holder’s Shares, whether at a meeting or by written consent in accordance with such holder’s agreements contained in this Section 2.2, which proxy shall be valid and remain in effect until the applicable provisions of this Section 2.2 expire pursuant to Section 2.5. The power and authority to exercise the proxy granted hereby shall be exercised if and only if the matter to be voted on has been approved by the Requisite Principal Investors (which for purposes of this Section 2.2 shall mean the approval specified in clause (a) of the definition of “Requisite Principal Investors”) and shall be exercised on terms consistent with such approval. The proxy granted hereby is irrevocable and coupled with an interest sufficient in law to support an irrevocable power. Each Principal Investors who is granted such proxy agrees that it shall only be voted in a manner consistent with such holder’s agreements with respect to voting contained in this Section 2.2.

2.3. Limitation of Proxy. For the avoidance of doubt, except as expressly contemplated by this Section 2, none of the Principal Investors has been granted a proxy to exercise the rights of any Stockholder under this Agreement or the Participation, Registration Rights and Coordination Agreement.

2.4. The Company and Lowerco. The Company and Lowerco will not give effect to any action by any holder of Shares or any other Person which is in contravention of this Section 2.

2.5. Period. Each of the foregoing provisions of this Section 2 shall expire on the earlier of (a) a Change of Control, (b)(i) in the case of Sections 2.1.2 and 2.1.3, the Qualified Public Offering and (ii) in the case of Section 2.1.1, the third anniversary of the Qualified Public

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Offering and (c) with respect to any particular provision, the last date permitted by applicable law (including the rules of the Commission and any exchange upon which equity securities of the Company are listed).

3. TRANSFER RESTRICTIONS.

3.1. Transfers Allowed. Until the expiration of the provisions of this Section 3 and subject to Section 3.7, no holder of Shares shall Transfer any of such holder’s Shares to any other Person except as follows:

3.1.1. Permitted Transferees. Subject to Sections 3.3 and 3.4, but without regard to any other restrictions on transfer contained elsewhere in this Agreement, any holder of Shares may Transfer any or all of such Shares to such holder’s Permitted Transferees, so long as such Permitted Transferees agree to be bound by the terms of this Agreement in accordance with Section 3.2 (if not already bound hereby).

3.1.2. Distributions and Bona Fide Charitable Contributions. At or after the closing of the Qualified Public Offering, (a) any Investor may Transfer any or all of such Shares in a pro rata Transfer to its partners, members, managers or stockholders and (b) any holder of Shares may Transfer any or all of such Shares to a Charitable Organization as a bona fide charitable contribution, in each case without regard to any other restrictions on transfer contained elsewhere in this Agreement (other than the provisions of Sections 3.4, 3.7 and 5, if applicable). Any Shares so Transferred shall conclusively be deemed thereafter not to be Shares under this Agreement.

3.1.3. Public Transfers. Any holder of Shares may Transfer any or all of such Shares: (a) in any Public Offering up to and including the Qualified Public Offering (but only to the extent, the Requisite Principal Investors, if there are any Principal Investors remaining, and otherwise, the Company, so determine, provided that the Requisite Principal Investors or the Company, as applicable, shall grant or withhold such consent on an equitable basis with respect to holders of Shares who wish to Transfer Shares in a particular Public Offering) or in a Public Offering subsequent to the Qualified Public Offering or (b) after the closing of the Qualified Public Offering, pursuant to Rule 144 or a block sale to a financial institution in the ordinary course of its trading business, in each case in compliance with Section 3.3, but without regard to any other restrictions on transfer contained elsewhere in this Agreement (other than the provisions of Sections 3.4, 3.7 and 5, if applicable). Shares Transferred pursuant to this Section 3.1.3 shall conclusively be deemed thereafter not to be Shares under this Agreement.

3.1.4. Tag Along and Drag Alongs.

(a) A Participating Seller may Transfer any or all of such Shares pursuant to Section 4.2, without regard to any other restrictions on transfer contained elsewhere in this Agreement (other than the provisions of Section 5, if applicable). Shares so Transferred shall conclusively be deemed thereafter not to be Shares under this Agreement.

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(b) Each Stockholder may exchange or convert any or all of such Shares pursuant to Section 4.3, without regard to any other restrictions on transfer contained elsewhere in this Agreement. Shares received upon exchange or conversion shall conclusively be deemed thereafter to be Shares under this Agreement.

(c) A Participating Seller may Transfer Shares pursuant to and in accordance with the provisions of Section 4.1 without regard to any other restrictions on transfer contained elsewhere in this Agreement (other than the provisions of Sections 3.4, 3.7 and 5, if applicable) so long as each transferee agrees to be bound by the terms of this Agreement in accordance with Section 3.2 (if not already bound hereby).

3.1.5. Other Private Transfers. In addition to any Transfers made in accordance with Sections 3.1.1, 3.1.2, 3.1.3, 3.1.4 or 3.1.6, any holder of Shares may Transfer any or all of such Shares of a single class or of multiple classes, subject to compliance with all of the following conditions in respect of each Transfer:

(a) if such Transfer is prior to the earlier of (i) the closing of the Qualified Public Offering and (ii) five years after the Closing, then with the consent of the Requisite Principal Investors (if there are any Principal Investors remaining);

(b) if such Transfer is before the closing of a Qualified Public Offering, in compliance with Section 4.5;

(c) if such Transfer is before the closing of a Qualified Public Offering, in compliance with Sections 3.2 and 4.1;

(d) in compliance with Section 3.3;

(e) in compliance with Section 3.4; and

(f) if applicable, in compliance with Section 5.

Except as required by Section 3.1.5(c), any Shares so Transferred to a Person other than a Stockholder or a Permitted Transferee shall conclusively be deemed thereafter not to be Shares under this Agreement.

3.1.6. Put and Call Options. Any holder of Covered Management Shares may Transfer any or all of such Shares pursuant to Section 6, without regard to any other restrictions on transfer contained elsewhere in this Agreement, provided that if such Shares are Transferred to any member of a Principal Investor Group pursuant to Section 6.7, such Shares shall conclusively be deemed thereafter to be Shares under this Agreement.

3.2. Certain Transferees to Become Parties. Any transferee receiving Shares in a Transfer pursuant to Section 3.1.1, 3.1.4(b) or (c) or, prior to the closing of a Qualified Public

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Offering, 3.1.5 shall become a Stockholder party to this Agreement and be subject to the terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and in the same capacity, as the Stockholder that Transfers such Shares to such transferee; provided, that only a Permitted Transferee of a Principal Investor will be deemed to be a “Principal Investor” for purposes of this Agreement, only a Permitted Transferee of an Other Investor will be deemed to be an “Other Investor” for purposes of this Agreement and only a Permitted Transferee of a Manager or a Manager Designee will be deemed to be a “Manager Designee” for purposes of this Agreement. Prior to the initial Transfer of any Shares to any transferee pursuant to Section 3.1.1, 3.1.4(b) or (c) or, prior to the closing of a Qualified Public Offering, 3.1.5, and as a condition thereto, each holder of Shares effecting such Transfer (or in the case of a Transfer being effectuated pursuant to Section 4.1, the Prospective Selling Stockholder) shall (a) cause such transferee to deliver to the Company and each of the Principal Investor Groups (other than the Principal Investor Group of which the transferor is a member, if applicable) its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence (and any Other Investor may receive from the Company, upon request, any such agreements previously delivered) and (b) if such Transfer is to a Permitted Transferee, remain directly liable for the performance by such Permitted Transferee of all obligations of such transferee under this Agreement.

3.3. Restrictions on Transfers to Strategic Investors. In addition to any other provision of this Agreement, no holder of Shares shall Transfer any Shares pursuant to Sections 3.1.1, 3.1.3(b) or 3.1.5 of this Agreement to a Strategic Investor without the approval of the Requisite Principal Investors. If any Prospective Selling Stockholder proposes to Transfer any Shares pursuant to Sections 3.1.1, 3.1.3(b) or 3.1.5 to any Prospective Buyer, the Prospective Selling Stockholder shall furnish a written notice (which notice may be the same notice as the Tag Along Notice, if any, delivered pursuant to Section 4.1 or the Sale Notice, if any, delivered pursuant to Section 4.5, in each case so long as such notice includes all of the information required by the next sentence) to the Company and each Principal Investor Group at least ten business days prior to such proposed Transfer. Such notice shall set forth the principal terms of the proposed Transfer, including (a) the number and class of the Shares to be Transferred, (b) the per share purchase price or the formula by which such price is to be determined and (c) the name and address of the Prospective Buyer. If the Prospective Buyer (or an Affiliate thereof) has previously been determined by the Requisite Principal Investors to be a Strategic Investor and such determination has not been reversed by written notice to all holders of Shares, the Prospective Selling Stockholder shall not Transfer any Shares to such Prospective Buyer without the written approval of the Requisite Principal Investors. If the Prospective Buyer (or an Affiliate thereof) has not previously been determined by the Requisite Principal Investors to be a Strategic Investor, the Prospective Selling Stockholder may Transfer Shares to such Prospective Buyer unless, within seven business days after the date of delivery of the notice required by the second preceding sentence, the Requisite Principal Investors deliver written notice to the Prospective Selling Stockholder that such Prospective Buyer has been designated a Strategic Investor. If, within such time period, a notice designating such Prospective Buyer a Strategic Investor is delivered, then the Prospective Selling Stockholder shall not Transfer any Shares to such Prospective Buyer without the approval of the Requisite Principal Investors. In the event any proposed Transfer to a Strategic Investor is approved in accordance with the foregoing, such approval shall also apply to Transfers made to such Prospective Buyer by any Tag Along Sellers.

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Notwithstanding anything in this Agreement to the contrary, the restrictions in this Section 3.3 shall not apply to any Transfers (v) to the Company or any of its subsidiaries, (w) to any Principal Investor, (x) to any Affiliated Fund of any Principal Investor, (y) pursuant to Rule 144 effected as “brokers’ transactions” (as defined in Rule 144), or (z) pursuant to an underwritten Public Offering or, following the Qualified Public Offering, pursuant to Rule 144 directly to a “market maker” (as defined in Rule 144) or pursuant to a block sale to a financial institution in the ordinary course of its trading business, in each case under this clause (z) in which, to the knowledge of the Prospective Selling Stockholder, the underwriter(s), market maker(s) or block sale purchaser(s) are not acquiring such Shares for the intended purpose of reselling such Shares to any Person that, after giving effect to such resale, would own, directly or indirectly, more than five percent (5%) of the then outstanding shares of the applicable class of Shares or to any Person who is a Strategic Investor.

3.4. Spin-Off Limits. Except with respect to Transfers pursuant to Section 6, notwithstanding any other rights to Transfer Shares that a Stockholder may have hereunder (including, without limitation, this Section 3), unless the Requisite Principal Investors have (a) determined to waive all further compliance with this Section 3.4 or (b) determined to waive compliance with this Section 3.4 in certain respects but not in all respects (in which case any such limited waiver must apply proportionately to all Stockholders based on their Share ownership), the number of Shares that may be transferred by a Stockholder on any date between the date hereof and either (x) the second anniversary of the date on which the Company has distributed the stock of one or more subsidiaries to shareholders in a transaction intended to qualify as tax-free at the shareholder level pursuant to Section 355 of the Internal Revenue Code (a “Spin-Off”), if a Spin-Off has occurred by the sixth anniversary of the date hereof, or (y) the sixth anniversary of the date hereof, if a Spin-Off has not occurred by such date, may not exceed an amount of Shares that, together with any Shares previously transferred by such Stockholder, would not exceed such Stockholder’s pro rata share of the number of Shares (the “Transferable Share Amount”) that the Requisite Principal Investors believe in their sole discretion (based upon the guidance of Deloitte & Touche LLP or such other nationally recognized tax advisors selected by the Majority Principal Investors (or the Company if there are no Principal Investors remaining)) could be sold by all Stockholders without jeopardizing or delaying the Company’s ability to implement a Spin-Off that is tax-free at both the shareholder and corporate levels (or, in the event that the Transferable Share Amount has decreased from the Transferable Share Amount on a prior date, such lower amount of Shares as may be necessary to preserve and not delay the Company’s ability to implement a Spin-Off that is tax-free at both the shareholder and corporate levels). The Company shall provide any written guidance provided by Deloitte & Touche LLP or another tax advisor to any Stockholder who requests a copy of such guidance, provided that such guidance will be subject to the provisions of Section 11.10 hereunder. For purposes of determining the Transferable Share Amount, the Requisite Principal Investors shall take into account actual and reasonably foreseeable future transfers of Shares by shareholders of the Company other than Stockholders.

3.5. Impermissible Transfer. Any attempted Transfer of Shares not permitted under the terms of this Section 3 shall be null and void, and neither the Company nor Lowerco shall in any way give effect to any such impermissible Transfer.

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3.6. Notice of Transfer. To the extent any Stockholder or Permitted Transferee shall Transfer any Shares pursuant to Section 3.1.1 or 3.1.5, such Stockholder or Permitted Transferee shall, within five business days following consummation of such Transfer, deliver notice thereof to the Company and each Principal Investor Group, provided, however, that such notice shall be provided only to the Company if prior notice of such transaction was previously provided to the Principal Investor Groups in accordance with Section 3.2 or 3.3.

3.7. Other Restrictions on Transfer. The restrictions on Transfer contained in this Agreement are in addition to any other restrictions on Transfer to which a Stockholder may be subject, including, without limitation, any restrictions on transfer contained in a restricted stock agreement, stock option agreement, stock subscription agreement or other agreement to which such Stockholder is a party or by which it is bound.

3.8. Period. Each of the foregoing provisions of this Section 3 shall expire upon a Change of Control, provided that Sections 3.3 and 3.4 shall expire at such time as there are no Principal Investors remaining, if earlier.

4. “TAG ALONG” AND “DRAG ALONG” RIGHTS AND RIGHT OF FIRST OFFER.

4.1. Tag Along. Subject to prior compliance with Section 4.5, if any Prospective Selling Stockholder proposes to Sell any Shares (other than Management Shares) of a single class or of multiple classes to any Prospective Buyer(s) (including a First Offer Purchaser pursuant to Section 4.5) prior to the closing of the Qualified Public Offering in a Transfer that is subject to Section 3.1.5:

4.1.1. Notice. The Prospective Selling Stockholder shall, prior to any such proposed Transfer, furnish a written notice (the “Tag Along Notice”) to the Company, which shall promptly furnish the Tag Along Notice to each Investor (other than any Investor that is the Prospective Buyer or a member of the Prospective Buyer’s Principal Investor Group, if applicable, or a member of the Prospective Selling Stockholder’s Principal Investor Group, if applicable), and each Manager who holds Tag Eligible Shares (each, a “Tag Along Holder”). The Tag Along Notice shall include:

(a) the principal terms and conditions of the proposed Sale, including (i) the number and class of the Shares to be purchased from the Prospective Selling Stockholder, (ii) the fraction(s) expressed as a percentage, determined by dividing the number of Shares of each class to be purchased from the Prospective Selling Stockholder by the total number of Tag Eligible Shares of each such class held by the Prospective Selling Stockholder (for each class, the “Tag Along Sale Percentage”) (it being understood that the Company shall reasonably cooperate with the Prospective Selling Stockholder in respect of the determination of each applicable Tag Along Sale Percentage), (iii) the per share purchase price or the formula by which such price is to be determined and the payment terms, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (iv) the name and address of each Prospective Buyer and (v) if known, the proposed Transfer date; and

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(b) an invitation to each Tag Along Holder to make an offer to include in the proposed Sale to the applicable Prospective Buyer(s) Tag Eligible Shares of the same class(es) being sold by the Prospective Selling Stockholder held by such Tag Along Holder (not in any event to exceed the Tag Along Sale Percentage of the total number of Tag Eligible Shares of the applicable class held by such Tag Along Holder), on the same terms and conditions (subject to Section 4.4.4 in the case of Options, Warrants and Convertible Securities and subject to Section 4.4.1 under all circumstances), with respect to each Share Sold, as the Prospective Selling Stockholder shall Sell each of its Shares. For purposes of this Section 4.1, the Class A Stock will be treated as a single class and, subject to Section 4.4.4, all Options and Warrants will be treated as the same class of Shares for which they may be exercised.

4.1.2. Exercise. Within seven (ten, if the proposed Transfer is not also the subject of a currently effective Sale Notice under Section 4.5) business days after the date of delivery of the Tag Along Notice by the Company to each applicable Investor or Manager, each Tag Along Holder desiring to make an offer to include Tag Eligible Shares of the same class(es) being sold by the Prospective Selling Stockholder in the proposed Sale (each a “Participating Seller” and, together with the Prospective Selling Stockholder, collectively, the “Tag Along Sellers”) shall furnish a written notice (the “Tag Along Offer”) to the Prospective Selling Stockholder indicating the number of Tag Eligible Shares of the same class(es) being sold by the Prospective Selling Stockholder which such Participating Seller desires to have included in the proposed Sale (not in any event to exceed the Tag Along Sale Percentage of the total number of Tag Eligible Shares of the applicable class held by such Tag Along Holder). If the proposed Sale involves shares of multiple classes, each Participating Seller must include Tag Eligible Shares of each class in the same proportions as are being sold by the Prospective Selling Stockholder. Each Tag Along Holder who does not make a Tag Along Offer in compliance with the above requirements, including the time period, shall have waived and be deemed to have waived all of such holder’s rights with respect to such Sale, and the Tag Along Sellers shall thereafter be free to Sell to the Prospective Buyer, at a per share price no greater than the per share price set forth in the Tag Along Notice and on other principal terms and conditions which are not materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Holder pursuant to this Section 4.1.

4.1.3. Irrevocable Offer. The offer of each Participating Seller contained in such holder’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.4.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling Stockholder, up to such number of Tag Eligible Shares as such Participating Seller shall have specified in such holder’s Tag Along Offer; provided, however, if, prior to consummation, the terms of such proposed Sale shall change with the result that the per share price shall be less than the per share price set forth in the Tag Along Notice or the other principal terms and conditions shall be materially less favorable to the Tag Along

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Sellers than those set forth in the Tag Along Notice (including, for the avoidance of doubt, a material portion of the cash consideration being modified to non-cash consideration), the acceptance by each Participating Seller shall be deemed to be revoked, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such Sale pursuant to this Section 4.1; provided, however, that in such case of a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be two business days.

4.1.4. Reduction of Shares Sold. The Prospective Selling Stockholder shall attempt to obtain the inclusion in the proposed Sale of the entire number of Tag Eligible Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder shall be unable to obtain the inclusion of such entire number of Tag Eligible Shares in the proposed Sale, the number of Tag Eligible Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:

(a) there shall be first allocated to each Tag Along Seller a number of Tag Eligible Shares equal to the lesser of (i) the number of Tag Eligible Shares offered (or proposed, in the case of the Prospective Selling Stockholder) to be included by such Tag Along Seller in the proposed Sale pursuant to this Section 4.1, and (ii) a number of Tag Eligible Shares equal to such Tag Along Seller’s Pro Rata Portion; and

(b) the balance, if any, not allocated pursuant to clause (a) above shall be allocated to those Tag Along Sellers which offered to sell a number of Tag Eligible Shares of the applicable class in excess of such Person’s Pro Rata Portion pro rata to each such Tag Along Seller based upon the amount of such excess, or in such other manner as the Tag Along Sellers may otherwise agree.

In the event that the number of Shares that each Participating Seller will be permitted to sell in a particular Sale is reduced in accordance with clauses (a) and (b) above, the Prospective Selling Stockholder shall be responsible for determining the total number of Shares to be sold by each Participating Seller in the proposed Sale in accordance with this Section 4.1.4, and shall provide notice to each Participating Seller of the number of Shares that such Participating Seller will be selling in such Sale no later than three business days prior to the consummation of such Sale.

4.1.5. Additional Compliance. If prior to consummation, the terms of the proposed Sale shall change with the result that the per share price to be paid in such proposed Sale shall be greater than the per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 4.1 separately complied

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with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be two business days. In addition, if the Prospective Selling Stockholders have not completed the proposed Sale by the end of the 120^th day after the date of delivery of: (a) if the proposed Transfer is also the subject of a currently effective Sale Notice under Section 4.5, such Sale Notice, and (b) otherwise, the Tag Along Notice by the Company, each Participating Seller shall be released from such holder’s obligations under such holder’s Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted directly from any failure by any Participating Seller to comply with the terms of this Section 4.

4.2. Change of Control Drag Along. Each Stockholder agrees, if requested in writing by the Requisite Principal Investors at any time prior to the third anniversary of the closing of the Qualified Public Offering, to Sell a percentage of each class of Shares held by such Stockholder that is equal to the percentage of such Shares owned by the Prospective Selling Stockholders that are proposed to be Sold by the Prospective Selling Stockholders (which may be of a single class or of multiple classes) to a Prospective Buyer which would result in a Change of Control (the “Drag Along Sale Percentage”), in the manner and on the terms set forth in this Section 4.2; provided, however, that this Section 4.2 shall not apply to a Change of Control if (a) the applicable Prospective Buyer is a member of a Principal Investor Group or an entity in which any Principal Investor or any Affiliate thereof has a material interest and (b) such Change of Control has not been approved by vote or written consent of the Principal Investor Majority. For purposes of this Section 4.2, the Class A Stock will be treated as a single class. Subject to Section 4.4.4, all Options, Warrants and Convertible Securities will be the same class of Shares for which they may be exercised or into which they may be converted. All Shares to be sold pursuant to Section 4.2 shall be included in determining whether or not a proposed transaction constitutes a Change of Control.

4.2.1. Exercise in a Change of Control Transaction. The Prospective Selling Stockholders shall furnish a written notice (the “Drag Along Sale Notice”) to the Company at least ten business days prior to the consummation of the Change of Control transaction and the Company shall promptly furnish such Drag Along Sale Notice to each Stockholder other than the Prospective Selling Stockholder. The Drag Along Sale Notice shall set forth the principal terms and conditions of the proposed Sale, including (a) the number and class of Shares to be acquired from the Prospective Selling Stockholders, (b) the Drag Along Sale Percentage for each class, (c) the per share consideration to be received in the proposed Sale for each class, including the form of consideration (if other than cash), (d) the name and address of the Prospective Buyer and (e) if known, the proposed Transfer date. If the Prospective Selling Stockholders consummate the proposed Sale to which reference is made in the Drag Along Sale Notice, each other Stockholder (each, a “Participating Seller,” and, together with the Prospective Selling Stockholders, collectively, the “Drag Along Sellers”) shall: (x) be bound and obligated to Sell the Drag Along Sale Percentage of such Stockholder’s Shares of each class in the proposed Sale on the same terms and conditions, with

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respect to each Share Sold (subject to Section 4.4.4 in the case of Options, Warrants and Convertible Securities) as the Prospective Selling Stockholders shall Sell (subject to Section 4.4.4 in the case of Options, Warrants and Convertible Securities and subject to Section 4.4.1 under all circumstances); and (y) except as provided in Section 4.4.1, shall receive the same form and amount of consideration per Share to be received by the Prospective Selling Stockholders for the corresponding class of Shares (on an as converted basis, if applicable) provided that any securities received as consideration may differ with respect to rights relating to the election of directors. Except as provided in Section 4.4.1, if any Stockholders holding Shares of any class are given an option as to the form and amount of consideration to be received (other than with respect to any roll-over option given to any or all holders of Management Shares), all Stockholders holding Shares of such class will be given the same option. Unless otherwise agreed by each Drag Along Seller, any non-cash consideration shall be allocated among the Drag Along Sellers pro rata based upon the aggregate amount of consideration to be received by such Drag Along Sellers. If at the end of the 270th day after the date of delivery of the Drag Along Sale Notice the Prospective Selling Stockholders have not completed the proposed Sale, the Drag Along Sale Notice shall be null and void, each Participating Seller shall be released from such holder’s obligation under the Drag Along Sale Notice and it shall be necessary for a separate Drag Along Sale Notice to be furnished and the terms and provisions of this Section 4.2 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.2. The right of a holder of Unvested Shares to receive consideration for such Unvested Shares pursuant to this Section 4.2 shall be subject to the vesting and other terms of such Unvested Shares.

4.2.2. Waiver of Appraisal Rights. Each Drag Along Seller agrees not to demand or exercise appraisal rights under Section 262 of the DGCL with respect to a transaction subject to this Section 4.2 as to which such appraisal rights are available.

4.2.3. Miscellaneous Provisions. The provisions of Section 4.4 shall apply to any Sale under this Section 4.2 to the extent, and on the terms, provided therein.

4.3. Recapitalization Transaction Drag Along. Each Stockholder hereby agrees, if requested by the Requisite Principal Investors at any time at or prior to the closing of the Qualified Public Offering, to exchange or convert a percentage of each class of Shares held by such Stockholder that is equal to the percentage of such Shares owned by the applicable Requisite Principal Investors which are proposed to be exchanged or converted by the Requisite Principal Investors in a Recapitalization Transaction (the “Drag Along Recapitalization Percentage”), in the manner and on the terms set forth in this Section 4.3. For purposes of this Section 4.3, the Class A Stock will be treated as a single class. Subject to Section 4.4.4, all Convertible Securities, Options and Warrants will be the same class of Shares for which they may be exercised.

4.3.1. Exercise in a Recapitalization Transaction. The Company (solely at the direction of the Requisite Principal Investors) shall furnish a written notice (the “Drag Along Recapitalization Notice”) to each Stockholder at least ten business days prior to the consummation of the Recapitalization Transaction. The Drag Along

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Recapitalization Notice shall set forth the principal terms and conditions of the proposed Recapitalization Transaction, including (a) the number and class of Shares to be exchanged or converted in the Recapitalization Transaction, (b) the Drag Along Recapitalization Percentage for each class and (c) the new form of securities to be received upon exchange or conversion of Shares of each class of Shares being exchanged or converted. If the Recapitalization Transaction described in such Drag Along Recapitalization Notice is consummated, each Stockholder shall: (x) be bound and obligated to convert or exchange the Drag Along Recapitalization Percentage of such Stockholder’s Shares of each class included in the proposed Recapitalization Transaction on the same terms and conditions, with respect to each Share being exchanged or converted (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities) as the other holders of such Shares (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities and subject to Section 4.3.2 under all circumstances); and (y) except as provided in Section 4.3.2, shall receive the same securities per Share exchanged or converted except for differences, if any, that relate to the election of directors. If at the end of the 270^th day after the date of delivery of the Drag Along Recapitalization Notice the Recapitalization Transaction has not been completed, the Drag Along Recapitalization Notice shall be null and void, each Stockholder shall be released from such Stockholder’s obligation under the Drag Along Recapitalization Notice and it shall be necessary for a separate Drag Along Recapitalization Notice to be furnished and the terms and provisions of this Section 4.3.1 separately complied with, in order to consummate such proposed Recapitalization Transaction pursuant to Section 4.3. The right of a holder of Unvested Shares to receive securities upon conversion or exchange of such Unvested Shares pursuant to this Section 4.3.1 shall be subject to the vesting and other terms of such Unvested Shares.

4.3.2. Certain Legal Requirements. In the event the receipt of securities to be received in exchange for, or upon conversion of, Shares in a proposed Recapitalization Transaction pursuant to Section 4.3 by a Stockholder would require under applicable law (a) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Recapitalization Transaction or (b) the provision to any Stockholder of any specified information regarding the Company or any of its subsidiaries, such securities or the issuer thereof that is not otherwise required to be provided for the Recapitalization Transaction by the Company, then, at the election of the Requisite Principal Investors, such Stockholder shall not have the right to exchange or convert Shares in such proposed Recapitalization Transaction. In such event, the Company shall have the obligation to cause to be paid to such Stockholder in lieu thereof, against surrender of the Shares (in accordance with Section 4.3.5 hereof) which would have otherwise been exchanged or converted by such Stockholder in the Recapitalization Transaction, an amount in cash equal to the Fair Market Value of such Shares as of the effective date of the Recapitalization Transaction.

4.3.3. Further Assurances. Each Stockholder shall take or cause to be taken all such actions as may be necessary or reasonably desirable in order expeditiously to consummate any Recapitalization Transaction and any related transactions, including

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executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments and otherwise cooperating with the Company; provided that no Stockholder shall be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless such Stockholder is already subject to service in such jurisdiction and except as may be required by the Securities Act. Without limiting the generality of the foregoing, each Stockholder agrees to execute and deliver such agreements as may be reasonably specified by the Company, including agreements to (a) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares and the absence of any Adverse Claim with respect to such Shares and (b) be liable as to such representations, warranties, covenants and other agreements, in each case to the same extent as the other Stockholder(s) are liable for the comparable representations, warranties, covenants and agreements made by them or on their behalf. Each Stockholder hereby constitutes and appoints each member of the Requisite Principal Investors who requested such Recapitalization Transaction, or any of them, with full power of substitution, as such Stockholder’s true and lawful representative and attorney-in-fact, in such Stockholder’s name, place and stead, to execute and deliver any and all agreements that the members of the Requisite Principal Investors who requested such Recapitalization Transaction reasonably believe are consistent with this Section 4.3.3, and such member of the Requisite Principal Investors shall provide a copy of such agreements to such Stockholder within five business days of execution, provided, however, that failure to deliver such documents within such time period shall not impair or affect the validity of such agreements. The foregoing power of attorney is coupled with an interest and shall continue in full force and effect notwithstanding the subsequent death, incapacity, bankruptcy or dissolution of any Stockholder.

4.3.4. Treatment of Options, Warrants and Convertible Securities. If any Stockholder shall convert or exchange Options, Warrants or Convertible Securities in any Recapitalization Transaction pursuant to this Section 4.3, such Stockholder shall receive in exchange for such Options, Warrants or Convertible Securities, options, warrants or convertible securities, as the case may be, with substantially similar terms (including with respect to the spread between the fair market value of the relevant security and the exercise price to purchase such security) as the Options, Warrants or Convertible Securities being exchanged or converted, and which are exercisable or convertible for securities of the same nature as are being issued to the Stockholders in the Recapitalization Transaction in exchange for the Shares which the Options, Warrants or Convertible Securities in question were initially exercisable for, or convertible into.

4.3.5. Closing. The closing of a Recapitalization Transaction to which this Section 4.3 applies shall take place (a) on the proposed conversion or exchange date, if any, specified in the Drag Along Recapitalization Notice (provided that consummation of any Transfer may be extended beyond such date to the extent necessary to obtain any applicable governmental approval or other required approval or to satisfy other conditions) or (b) if no proposed Transfer date was specified in the Drag Along Recapitalization Notice, at such time as the Company shall specify by reasonable notice

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to each Stockholder. At the closing of such Recapitalization Transaction, each Stockholder shall deliver the certificates evidencing the Shares to be exchanged or converted by such Stockholder, duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any liens or encumbrances, with any stock (or equivalent) transfer tax stamps affixed, against delivery of the applicable consideration and any comparable transfer materials for any Options, Warrants or Convertible Securities to be exchanged or converted.

4.4. Miscellaneous Sale Provisions. The following provisions shall be applied to any proposed Sale to which Sections 4.1, 4.2 or 4.5 apply:

4.4.1. Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4.1 or Section 4.2 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (a) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale by the Prospective Selling Stockholder(s) or (b) the provision to any Tag Along Seller or Drag Along Seller of any specified information regarding the Company or any of its subsidiaries, such securities or the issuer thereof that is not otherwise required to be provided for the Sale by the Prospective Selling Stockholder(s), then such Participating Seller shall not have the option to Sell Shares in such proposed Sale. In such event, the Prospective Selling Stockholder(s) shall (x) in the case of a Sale pursuant to Section 4.1, have the right, but not the obligation, and (y) in the case of a Sale pursuant to Section 4.2, have the obligation, to cause to be paid to such Participating Seller in lieu thereof, against surrender of the Shares (in accordance with Section 4.4.5 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such Shares as of the date such securities would have been issued in exchange for such Shares.

4.4.2. Further Assurances. Each Participating Seller and First Offer Purchaser shall take or cause to be taken all such actions as may be necessary or reasonably desirable in order expeditiously to consummate each Sale pursuant to Section 4.1, Section 4.2 or Section 4.5 and any related transactions, including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; furnishing information and copies of documents; filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise cooperating with the Prospective Selling Stockholder(s) and the Prospective Buyer; provided, however, that Participating Sellers shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise to the Prospective Buyer solely to the extent provided in the immediately following sentence. Without limiting the generality of the foregoing, each Participating Seller agrees to execute and deliver such agreements as may be reasonably specified by the Prospective Selling Stockholder(s) to which such Prospective Selling Stockholder(s) will also be party, including agreements to (a)(i) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares and the absence of any

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Adverse Claim with respect to such Shares and (ii) be liable as to such representations, warranties, covenants and other agreements, in each case to the same extent as the Prospective Selling Stockholder(s) are liable for the comparable representations, warranties, covenants and agreements made by them or on their behalf (with any limit on liability applied based on the relative value of their respective Shares), and (b) in the case of a Sale pursuant to Sections 4.1 or 4.2, be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; provided, however, that the aggregate amount of liability described in this clause (b) in connection with any Sale of Shares shall not exceed the lesser of (x) such Participating Seller’s pro rata portion of any such liability, to be determined in accordance with such Participating Seller’s portion of the aggregate proceeds to all Participating Sellers and Prospective Selling Stockholder(s) in connection with such Sale or (y) the proceeds to such Participating Seller in connection with such Sale. Each Participating Seller hereby constitutes and appoints each of the Prospective Selling Stockholders, or any of them, with full power of substitution, as such Participating Seller’s true and lawful representative and attorney-in-fact, in such Participating Seller’s name, place and stead, to execute and deliver any and all agreements that such Prospective Selling Stockholder reasonably believes are consistent with this Section 4.4.2 and such member of the Prospective Selling Stockholder shall provide a copy of such agreements to such Stockholder within five business days of execution, provided, however, that failure to deliver such documents within such time period shall not impair or affect the validity of such agreements. The foregoing power of attorney is coupled with an interest and shall continue in full force and effect notwithstanding the subsequent death, incapacity, bankruptcy or dissolution of any Participating Seller.

4.4.3. Sale Process. The Requisite Principal Investors, in the case of a proposed Sale pursuant to Section 4.2, or the Prospective Selling Stockholder, in the case of a proposed Sale pursuant to Section 4.1 shall, in their sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Sale and the terms and conditions thereof. No holder of Shares nor any Affiliate of any such holder shall have any liability to any other holder of Shares or the Company arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Sale except to the extent such holder shall have failed to comply with the provisions of this Section 4.

4.4.4. Treatment of Options, Warrants and Convertible Securities. If any Participating Seller shall Sell Options, Warrants or Convertible Securities in any Sale pursuant to Section 4, such Participating Seller shall receive in exchange for such Options, Warrants or Convertible Securities consideration in the amount (if greater than zero) equal to the purchase price received by the Prospective Selling Stockholder(s) in such Sale for the number of shares of each class of Stock that would be issued upon exercise, conversion or exchange of such Options, Warrants or Convertible Securities less the exercise price, if any, of such Options, Warrants or Convertible Securities (to the extent exercisable, convertible or exchangeable at the time of such Sale), subject to reduction for any tax or other amounts required to be withheld under applicable law.

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4.4.5. Closing. The closing of a Sale to which Section 4.1, 4.2 or 4.5 applies shall take place (a) on the proposed Transfer date, if any, specified in the Tag Along Notice, Drag Along Sale Notice or Sale Notice, as applicable (provided that consummation of any Transfer may be extended beyond such date to the extent necessary to obtain any applicable governmental approval or other required approval or to satisfy other conditions), (b) if no proposed Transfer date was required to be specified in the applicable notice, at such time as the Prospective Selling Stockholders shall specify by notice to each Participating Seller and (c) at such place as the Prospective Selling Stockholder(s) shall specify by notice to each Participating Seller or First Offer Purchaser, as applicable. At the closing of such Sale, each Participating Seller shall deliver the certificates evidencing the Shares to be Sold by such Participating Seller, duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any liens or encumbrances, with any stock (or equivalent) transfer tax stamps affixed, against delivery of the applicable consideration, and any comparable transfer materials for any Options, Warrants or Convertible Securities to be Sold.

4.5. Right of First Offer. If any Prospective Selling Stockholder proposes to Sell any Shares before the closing of a Qualified Public Offering in a Transfer (including to another Stockholder or the Company or any of its subsidiaries) that is subject to Section 3.1.5:

4.5.1. Notice. The Prospective Selling Stockholder shall furnish a written notice of such proposed Sale (a “Sale Notice”) to each Principal Investor Group (other than any Principal Investor Group of which the Prospective Selling Stockholder is a member) and each Senior Manager (unless such Senior Manager is the Prospective Selling Stockholder) (each such Principal Investor Group or Senior Manager, a “First Offer Holder”) prior to any such proposed Transfer. The Sale Notice shall include:

(a) (i) the number and class(es) of Shares proposed to be sold by the Prospective Selling Stockholder (the “Subject Shares”), (ii) the per share cash purchase price or the formula by which such cash price is to be determined and (iii) the proposed Transfer date, if known; and

(b) an invitation to each First Offer Holder to make an offer to purchase (subject to Section 4.5.6 below) any number of the Subject Shares at such price.

4.5.2. Exercise.

(a) Within twenty business days after the date of delivery of the Sale Notice (the “First Offer Deadline”), each First Offer Holder may make an offer to purchase any number of the Subject Shares at the price set forth in the Sale Notice by furnishing a written notice (the “First Offer Notice”) of such offer specifying a number of Subject Shares offered to be purchased from the Prospective Selling Stockholder (each such Person delivering such notice, a “First Offer Purchaser”). The receipt of consideration by any Prospective Selling Stockholder selling Shares in payment for the transfer of such Shares pursuant to this Section 4.5.2 shall be deemed a representation and warranty by such Prospective Selling

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Stockholder that: (i) such Prospective Selling Stockholder has full right, title and interest in and to such Shares; (ii) such Prospective Selling Stockholder has all necessary power and authority and has taken all necessary actions to sell such Shares as contemplated by this Section 4.5.2; and (iii) such Shares are free and clear of any and all liens or encumbrances except pursuant to this Agreement.

(b) Each First Offer Holder not furnishing a First Offer Notice that complies with the above requirements, including the applicable time periods, shall be deemed to have waived all of such First Offer Holder’s rights to purchase such Subject Shares under this Section 4.5.2 and the Prospective Selling Stockholder shall thereafter be free to Sell the Subject Shares to the First Offer Purchasers and/or any Prospective Buyer, at a per share purchase price no less than the price set forth in the Sale Notice, without any further obligation to such First Offer Holder pursuant to this Section 4.5.

4.5.3. Irrevocable Offer. The offer of each First Offer Purchaser contained in a First Offer Notice shall be irrevocable, and, subject to Section 4.5.6 below, to the extent such offer is accepted, such First Offer Purchaser shall be bound and obligated to purchase the number of Subject Shares set forth in such First Offer Purchaser’s First Offer Notice.

4.5.4. Acceptance of Offers. Within ten business days after the First Offer Deadline, the Prospective Selling Stockholder shall inform each First Offer Purchaser, by written notice (the “Acceptance Notice”), of whether or not the Prospective Selling Stockholder will accept all (but not less than all) offers of the First Offer Purchasers. In the event the Prospective Selling Stockholder fails to furnish the Acceptance Notice within the specified time period, the Prospective Selling Stockholder shall be deemed to have decided not to Sell the Subject Shares to the First Offer Purchasers. If the Prospective Selling Stockholder decides not to Sell the Subject Shares to the First Offer Purchasers, each First Offer Purchaser shall be released from such holder’s obligations under such holder’s irrevocable offer. Acceptance of such offers by the Prospective Selling Stockholder is without prejudice to the Prospective Selling Stockholder’s discretion under Section 4.4.3 to determine whether or not to consummate any Sale.

4.5.5. Additional Compliance. If at the end of the 120^th day after the date of delivery of the Sale Notice, the Prospective Selling Stockholder and First Offer Purchasers or Prospective Buyer (if not a First Offer Purchaser), if any, have not completed the Sale of the Subject Shares (other than due to the failure of any First Offer Purchaser to perform its obligations under this Section 4.5), each First Offer Purchaser shall be released from such holder’s obligations under such holder’s irrevocable offer, the Sale Notice shall be null and void, and it shall be necessary for a separate Sale Notice to be furnished, and the terms and provisions of this Section 4.5 separately complied with, in order to consummate a Transfer of such Subject Shares; provided, however, that in the case of such a separate Sale Notice in which the classes of Subject Shares and the per share price are unchanged and the number of Subject Shares is substantially the same, the applicable period to which reference is made in Sections 4.5.2 and 4.5.4 shall be three business days and two business days, respectively.

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4.5.6. Determination of the Number of Subject Shares to be Sold.

(a) In the event that, as of the First Offer Deadline, the number of Subject Shares offered to be purchased by the First Offer Purchasers is less than the number of Subject Shares, the Prospective Selling Stockholder shall provide notice of such shortfall to the First Offer Purchasers. Each First Offer Purchaser shall provide notice to the Prospective Selling Stockholder within two business days of receipt of the notice from the Prospective Selling Stockholder if it wishes to purchase all or any portion of the Subject Shares comprising such shortfall. In the event that, after such two additional business days, the number of Subject Shares offered to be purchased by the First Offer Purchasers is still less than the number of Subject Shares, (i) the Prospective Selling Stockholder may accept the offers of the First Offer Purchasers and, at the option of the Prospective Selling Stockholder, sell any remaining Subject Shares which the First Offer Purchasers did not elect to purchase to one or more Prospective Buyers at a price per share that is no less than the price set forth in the Sale Notice or (ii) if a single Prospective Buyer or group of Prospective Buyers is unwilling to purchase less than all of the Subject Shares, the Prospective Selling Stockholder may Sell all (but not less than all) of the Subject Shares to such Prospective Buyer or group of Prospective Buyers at a price per share that is no less than the price set forth in the Sale Notice rather than Sell any Subject Shares to the First Offer Purchasers. Such sales, if any, to Prospective Buyer(s) other than the First Offer Purchasers in accordance with clause (a) above shall be consummated together with the sale to the First Offer Purchasers.

(b) In the event that the Prospective Selling Stockholder has accepted the offers of the First Offer Purchasers and the aggregate number of Subject Shares offered to be purchased by (and to be sold to) the First Offer Purchasers is equal to or exceeds the aggregate number of Subject Shares, the Subject Shares shall be sold to the First Offer Purchasers as follows:

(i) there shall be first allocated to each First Offer Purchaser a number of Shares of each applicable class equal to the lesser of (A) the number of Shares of such class offered to be purchased by such First Offer Purchaser pursuant such holder’s First Offer Notice and any subsequent notice delivered by such First Offer Purchaser pursuant to the second sentence of Section 4.5.6(a), and (B) a number of Shares of such class equal to such First Offer Purchaser’s Pro Rata Portion; and

(ii) the balance, if any, not allocated pursuant to clause (i) above shall be allocated to those First Offer Purchasers which offered to purchase a number of Shares of the applicable class in excess of such Person’s Pro Rata Portion pro rata to each such First Offer Purchaser based upon the amount of such excess, or in such other manner as the First Offer Purchasers may otherwise agree.

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In the event that the number of Subject Shares that each First Offer Purchaser will be permitted to purchase in a particular Sale is reduced in accordance with clauses (i) and (ii) above, the Prospective Selling Stockholder shall be responsible for determining the total number of Shares to be purchased by each First Offer Purchaser in the proposed Sale in accordance with this Section 4.5.6, and shall provide notice to each First Offer Purchaser of the number of Shares that such First Offer Purchaser will be purchasing in such Sale no later than three business days prior to the consummation of such Sale.

In the event any holders of Shares exercise such holders’ rights under Section 4.1 to sell Shares in connection with a Sale to First Offer Purchasers pursuant to this Section 4.5, such Shares (as the case may be, reduced in accordance with Section 4.1.5) shall be deemed to be Subject Shares for purposes of this Section 4.5 and shall be allocated among the First Offer Purchasers in accordance with this Section 4.5.6.

4.6. Period. The provisions of Section 4 shall expire as to any Share on the earlier of (a) a Change of Control or (b) the closing of the Qualified Public Offering (or in the case of Section 4.2, the third anniversary of the closing of the Qualified Public Offering).

5. HOLDER LOCK-UP.

In connection with each underwritten Public Offering, each Stockholder hereby agrees, at the request of the Company or the managing underwriters, to be bound by and/or to execute and deliver, a lock-up agreement with the underwriter(s) of such Public Offering restricting such Stockholder’s right to (a) Transfer, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Common Stock, in each case to the extent that such restrictions are agreed to by the Majority Principal Investors (or a majority of the shares of Class A Stock if there are no Principal Investors remaining) with the underwriter(s) of such Public Offering (the “Principal Lock-Up Agreement”); provided, however, that no Stockholder shall be required by this Section 5 to be bound by a lock-up agreement covering a period of greater than 90 days (180 days in the case of any Public Offering up to and including the Qualified Public Offering) following the effectiveness of the related registration statement. Notwithstanding the foregoing, such lock-up agreement shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in (i) open market transactions or block purchases after the completion of the Qualified Public Offering or (ii) a Public Offering, (b) Transfers to Permitted Transferees of such Stockholder permitted in accordance with the terms of this Agreement, (c) conversions of shares of Stock into other classes of Stock or securities without change of holder and (d) during the period preceding the execution of the underwriting agreement, Transfers to a Charitable Organization permitted in accordance with the terms of this Agreement.

6. PUT AND CALL OPTIONS.

6.1. Call Option. Except as otherwise agreed in writing by the Company and a Manager and subject to the proviso contained in this sentence, if any Manager ceases to be employed by the Company and its subsidiaries, as applicable, for any reason, the Company (or a

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subsidiary designated by the Company) shall have the right to purchase, out of funds legally available therefor, all or any portion of such Manager’s Covered Management Shares, provided, however, that this call right shall not apply to (a) any of such Manager’s Covered Management Shares if such Manager ceased to be employed by the Company and its subsidiaries, as applicable, as a result of such Manager’s death or Disability or (b) any Purchased and Roll Over Shares included in such Manager’s Covered Management Shares if such Manager was terminated by the Company and its subsidiaries, as applicable, other than (1) for Cause or (2) in connection with the Sale of a Business. If such Manager ceased to be employed by the Company or any of its subsidiaries for any reason other than termination by the Company or any of its subsidiaries for Cause, then the purchase price per Share for each such Share that is a Vested Share shall be equal to the Fair Market Value of such Share and the purchase price per Share for each such Share that is an Unvested Share (determined as of the date of termination) shall be equal to the lower of Cost or Fair Market Value of such Share. If such Manager’s employment was terminated by the Company or any of its subsidiaries for Cause, then the purchase price per Share for each such Share shall be equal to the lower of Cost or Fair Market Value of such Share. The Company shall use commercially reasonable efforts to make any payment required by this Section 6.1 in cash, provided, however, that, if such efforts are unsuccessful, the Company may issue a Promissory Note in lieu of cash in the event that (x) the Company determines to exercise its call right in light of then existing numbers of share and/or option holders and Commission registration requirements, or (y) if the expected payment(s), together with any payments made during the 90 days prior to the date of expected payment, under either Section 6.1 or a separate written agreement between the Company and any Manager (taking into account amounts that would, but for this clause (y), be required to be paid in cash with respect to the exercise of the call right on the Covered Management Shares in question) would exceed $10 million. Notwithstanding the foregoing, in the event that the Company is exercising its call right pursuant to Section 6.1 with respect to Management Shares for which the relevant holder did not have a net exercise right, then the Company shall pay, in cash, the portion of payment equal to the exercise price and the minimum statutory withholding in cash, and shall be permitted to pay the balance of the amount due under Section 6.1 with a Promissory Note, provided that, for the avoidance of doubt, in no event shall the sum of the cash paid and the initial principal amount of the applicable Promissory Note exceed the total call price to be paid as calculated pursuant to the second and third sentences of this Section 6.1.

6.2. Put Option. Except as otherwise agreed in writing by the Company and a Manager, if any Manager ceases to be employed by the Company or any of its subsidiaries as a result of such Manager’s death or Disability (and if and to the extent permitted by the Internal Revenue Code (including Section 409A thereof)), such Manager (or such Manager’s estate or legal representatives) and such Manager’s Designees shall have the right to require the Company, on 30 days prior notice, out of funds legally available therefor, to repurchase all or any portion of such Manager’s Covered Management Shares on a date that is (a) at least six months after the date on which such Manager or Manager Designee first exercised the Options underlying such Management Shares or, in the case of shares of Stock, acquired such Management Shares and (b) less than one year after such Manager ceases to be employed by the Company or any of its subsidiaries. The purchase price per Share for each such Share that is a Vested Share shall be equal to the Fair Market Value of such Share and the purchase price per Share for each such Share that is an Unvested Share (determined as of the date of termination) shall be equal to the lower of Cost or Fair Market Value of such Share.

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6.3. Cash Payments. The Company shall use commercially reasonable efforts to make any payment required by Section 6.2 in cash, but to the extent that (x) such payment of cash or (y) a distribution to the Company from any of its subsidiaries in an amount equal to the amount of cash required to be paid under the terms of Section 6 or the amount of any payment on a Promissory Note issued under Section 6 would, in any event, constitute, result in or give rise to a breach or violation of, or any default or right or cause of action under any agreement or indenture of the Company or any of its subsidiaries in respect of indebtedness for borrowed money or debt security, or would be prohibited under Section 160 of the DGCL (“Section 160”) or would otherwise violate the DGCL (or if the Company reincorporates in another jurisdiction, the applicable business corporation law of such jurisdiction), then the Company will not be obligated to make such cash payment, and will instead, to the extent permitted by Section 160, issue a Promissory Note.

6.4. Prepayments. Any Promissory Note issued under this Section 6 may be prepaid in whole or in part at any time and from time to time without premium or penalty.

6.5. Notices, etc. Any right described in this Section 6 may be exercised by delivery of written notice thereof (the “Option Notice”) from the Company to the relevant Manager or Manager Designee or such Person’s estate or from the relevant Manager or Manager Designee or such Person’s estate to the Company, in either case after the date of the termination of such Manager’s employment. The Option Notice shall state that the Company or such Manager or Manager Designee has elected to exercise such right, and the number of Shares with respect to which the right is being exercised.

6.6. Closing. The closing of any purchase and sale of Shares pursuant to the exercise of any right granted pursuant to this Section 6 shall take place as soon as reasonably practicable and in no event later than 30 days after the date of the relevant Option Notice at the principal office of the Company, or at such other time and location as the parties to such purchase may mutually determine. The receipt of consideration by any Person selling Shares in payment for the transfer of such Shares pursuant to this Section 6 shall be deemed a representation and warranty by such Person that: (a) such Person has full right, title and interest in and to such Shares; (b) such Person has all necessary power and authority and has taken all necessary action to sell such Shares as contemplated by this Section 6; and (c) such Shares are free and clear of any and all liens or encumbrances.

6.7. Principal Investor Group Call Option. If the Company shall elect not to purchase pursuant to Section 6.1 any or all Covered Management Shares of a Manager whose employment has terminated, the Company shall notify each Principal Investor Group and each Principal Investor Group may purchase its pro rata portion of the remaining Covered Management Shares for the purchase price identified in Section 6.1. In the event any Principal Investor Group agrees to forego its full pro rata share of any Covered Management Shares of a Manager whose employment has terminated, the remainder shall be re-allocated pro rata among the other Principal Investor Groups (unless the Principal Investor Groups otherwise agree); provided, that the participating Principal Investor Groups shall deliver an Option Notice stating that the relevant Principal Investor Groups have elected to exercise such right and the number of Shares with respect to which the right is being exercised; provided, further, that each participating

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Principal Investor Group will pay for its portion of such remaining Shares in cash at a closing as the parties may mutually determine and otherwise in accordance with Section 6.6.

6.8. Pro Rata Across Classes. Any put or call right exercised pursuant to this Section 6 may be exercised for all or a portion of such Manager’s Covered Management Shares; provided that any put or call for less than all of such Shares must be exercised for a number of shares of each class included in such Manager’s Covered Management Shares in proportion to the number of shares of each class then comprising such Manager’s Covered Management Shares.

6.9. Period. This Section 6 shall terminate with respect to any Share on the closing of an Initial Public Offering.

7. REMEDIES.

7.1. Generally. The parties shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies which may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances.

7.2. Deposit. Without limiting the generality of Section 7.1, if any Stockholder fails to (a) deliver to the purchaser thereof the certificate or certificates evidencing Shares to be Sold pursuant to Section 4 or Section 6 or (b) deliver to the Company or Lowerco, as the case may be, an affidavit of the registered owner of such Shares with respect to the ownership and the loss, theft, destruction or mutilation of the certificate evidencing such Shares accompanied by an indemnity reasonably satisfactory to the Company or Lowerco, as the case may be (it being understood that if the holder is a Qualified Institutional Investor, any other holder of Shares which is an entity regularly engaged in the business of investing in companies and meeting such requirements of creditworthiness as may reasonably be imposed by the Company or Lowerco, as the case may be, or an executive officer of the Company, such Person’s own agreement will be satisfactory) such that the Company or Lowerco, as the case may be, is willing to issue a new certificate to the purchaser evidencing the Shares being Sold (a “Affidavit and Indemnity”), then such purchaser may, provided it signs an agreement agreeing to be bound by the terms of this Section 7.2 if it is not otherwise already agreeing to be bound by the terms of this Agreement generally, at its option and in addition to all other remedies it may have, deposit the purchase price for such Shares with any national bank or trust company having combined capital, surplus and undivided profits in excess of One Hundred Million Dollars ($100,000,000) (the “Escrow Agent”) and the Company or Lowerco, as the case may be, shall cancel on its books the certificate or certificates representing such Shares and thereupon all of such holder’s rights in and to such Shares (other than the right to receive the applicable purchase price in accordance with the terms of this Section 7.2) shall terminate. Thereafter, upon delivery to such purchaser by such holder of the certificate or certificates evidencing such Shares (duly endorsed, or with stock powers duly endorsed, for transfer, with signature guaranteed, free and clear of any liens or encumbrances, and with any transfer tax stamps affixed) or upon delivery by such holder of an

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Affidavit and Indemnity to the Company or Lowerco, as the case may be, such purchaser shall instruct the Escrow Agent to deliver the purchase price for such Shares (without any interest from the date of the closing to the date of such delivery, any such interest to accrue to such purchaser), less the reasonable fees and expenses of the Escrow Agent, to such holder. Each Stockholder hereby constitutes and appoints each Principal Investor, or any of them, with full power of substitution, as such Stockholder’s true and lawful representative and attorney-in-fact, in such Stockholder’s name, place and stead, to execute and deliver any escrow agreement in customary form entered into with respect to such Stockholder in accordance with this Section 7.2, and such Principal Investor shall provide a copy of such agreement to such Stockholder within five business days of execution, provided, however, that failure to deliver such documents within such time period shall not impair or affect the validity of such agreements. The foregoing power of attorney is coupled with an interest and shall continue in full force and effect notwithstanding the subsequent death, incapacity, bankruptcy or dissolution of any Stockholder.

8. LEGENDS.

8.1. Restrictive Legend. Each certificate representing Shares shall have the following legend endorsed conspicuously thereupon:

“THE VOTING OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, AND THE SALE, ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS AGREEMENT TO WHICH THE ISSUER AND CERTAIN OF ITS STOCKHOLDERS ARE PARTY. SUCH AGREEMENT INCLUDES RESTRICTIONS AND LIMITATIONS ON THE TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE ISSUER OR OBTAINED FROM THE ISSUER WITHOUT CHARGE UPON REQUEST.”

Any Person who acquires Shares which are not subject to all or part of the terms of this Agreement shall have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares.

8.2. 1933 Act Legends. Each certificate representing Shares shall have the following legend endorsed conspicuously thereupon:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED (A) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT

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COVERING THE TRANSFER OR (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE ACT, PROVIDED THAT THE ISSUER MAY REQUIRE THE TRANSFEROR TO DELIVER AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER REGARDING THE AVAILABILITY OF SUCH AN EXEMPTION.”

8.3. Stop Transfer Instruction. The Company or Lowerco will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legends and this Agreement are satisfied.

8.4. Termination of 1933 Act Legend. The requirement imposed by Section 8.2 hereof shall cease and terminate as to any particular Shares (a) when, in the opinion of counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company and Lowerco with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Whenever (x) such requirement shall cease and terminate as to any Shares or (y) such Shares shall be transferable under paragraph (k) of Rule 144, the holder thereof shall be entitled to receive from the Company or Lowerco, as the case may be, without expense, new certificates not bearing the legend set forth in Section 8.2 hereof.

8.5. Classes of Shares Separately Transferable. A Transfer that otherwise satisfies the requirements of this Agreement, the Participation, Registration Rights and Coordination Agreement (if applicable) and any other applicable agreements may include Shares of any one or more class(es).

9. AMENDMENT, TERMINATION, ETC.

9.1. Oral Modifications. This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective.

9.2. Written Modifications. Except as provided in clauses (a) through (c) below, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Principal Investors (or Stockholders holding a majority of the shares of Class A Stock held by Stockholders party hereto if there are no Principal Investors remaining).

(a) The consent of the Requisite Principal Investors (if there are any Principal Investors remaining) shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of any provision hereof which requires the approval of the Requisite Principal Investors.

(b) The consent of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a disproportionate adverse effect on the rights of holders of Management Shares under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager

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irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 9.2(b). The consent of a Majority in Interest of the Management Shares held by Managers then employed by the Company shall be required for any Specified Amendment that, in any material respect, adversely affects the rights of holders of Management Shares under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, the consent of a Majority in Interest of the Management Shares held by Managers then employed by such Business shall be required.

(c) The consent of a Majority in Interest of the Other Investor Shares shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights or obligations of the holders of Other Investor Shares as such under this Agreement (provided, that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Stockholders will not be deemed to “materially and adversely discriminate against” the holders of Other Investor Shares as such simply because holders of Other Investor Shares (i) own or hold more or less Shares than any other Stockholders, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Stockholders or (iii) have greater or lesser voting rights or powers than any other Stockholders).

A copy of each such Amendment shall be sent to each Stockholder and shall be binding upon each party hereto and each holder of Shares subject hereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 9.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

9.3. Withdrawal from Agreement. If the Company consummates a Qualified Public Offering, then on and after the first date on which the holders of Shares immediately prior to the Qualified Public Offering own less than 50% of the then outstanding Common Stock, any holder of Shares that, together with its Applicable Affiliates, holds less than one percent (1%) of the then outstanding shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold Shares), by written notice to the Company and the Principal Investor Groups, to (a) withdraw all Shares held by such holder and all of its Affiliates from this Agreement (shares withdrawn pursuant to this clause (a), the “Withdrawn Shares”) and (b) terminate this Agreement with respect to such holder and its Affiliates (holders and Affiliates withdrawing pursuant to this clause (b), the “Withdrawing Holders”). From the date of delivery of such withdrawal notice, the Withdrawn Shares shall cease to be Shares subject to this Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that such Withdrawing Holders, if they are members of a Principal Investor Group, shall comply with, and cause the other members of such Principal Investor Group to comply with, such

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Principal Investor Group’s obligations under Section 4.5.6 of the Company’s certificate of incorporation to cause the removal or resignation of any directors designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Section 5 with respect to any Pending Underwritten Offering to the same extent that they would have been obligated if they had not withdrawn; provided, further, that if the Withdrawing Holders hold shares of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock or Class A-7 Common Stock, they shall be deemed to have elected to convert all such Shares into Class A-8 Common Stock at the effective time of such withdrawal.

9.4. Effect of Termination. No termination under this Agreement (including pursuant to Section 9.3) shall relieve any Person of liability for breach prior to termination.

10. DEFINITIONS. For purposes of this Agreement:

10.1. Certain Matters of Construction. In addition to the definitions referred to or set forth below in this Section 10:

(a) The words “hereof”, “herein”, “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement shall include all subsections thereof;

(b) The word “including” shall mean including, without limitation;

(c) Definitions shall be equally applicable to both nouns and verbs and the singular and plural forms of the terms defined; and

(d) The masculine, feminine and neuter genders shall each include the other.

10.2. Definitions. The following terms shall have the following meanings:

“A and L Proceeds” shall have the meaning set forth in the Recitals.

“Acceptance Notice” shall have the meaning set forth in Section 4.5.4.

“Adverse Claim” shall have the meaning set forth in Section 8-102 of the applicable Uniform Commercial Code.

“Affidavit and Indemnity” shall have the meaning set forth in Section 7.2.

“Affiliate” shall mean, with respect to any specified Person, (a) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise);

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provided, however, that neither the Company nor any of its subsidiaries shall be deemed an Affiliate of any of the Stockholders (and vice versa), (b) if such specified Person is an investment fund, any other investment fund the primary investment advisor to which is the primary investment advisor to such specified Person or an Affiliate thereof and (c) if such specified Person is a natural Person, any Family Member of such natural Person. Notwithstanding the foregoing, for all purposes of this Agreement, Integral Capital Partners VII, L.P. and its Affiliates will be considered Affiliates of Silver Lake Partners II, L.P. and Silver Lake Technology Investors II, L.L.C. and their respective Affiliates.

“Affiliated Fund” shall mean, with respect to any specified Person, an investment fund that is an Affiliate of such Person or that is advised by the same investment adviser as such Person or by an Affiliate of such investment adviser or such person.

“Agreement” shall have the meaning set forth in the Preamble.

“Amendment” shall have the meaning set forth in Section 9.2.

“Applicable Affiliates” shall mean, with respect to a holder of Shares, all Affiliates of such holder who hold shares of Common Stock other than those Affiliates who (a) are not “controlled by” (as defined in the definition of “Affiliate”) such holder, (b) make independent investment decisions from such holder, (c) hold shares of Common Stock only in the ordinary course of business as passive investments and (d) only hold shares of Common Stock that were acquired after the Initial Public Offering in market transactions.

“Bain Investors” shall mean, as of any date, Bain Capital Integral Investors, LLC and BCIP TCV, LLC, and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Blackstone Investors” shall mean, as of any date, Blackstone Capital Partners IV L.P., Blackstone Capital Partners IV-A L.P., Blackstone Family Investment Partnership IV-A L.P., Blackstone Participation Partnership IV L.P., Blackstone GT Communications Partners L.P. and Blackstone Family Communications Partnership L.P., and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Board” shall mean the board of directors of the Company, or any duly authorized committee thereof.

“Business” means Opco’s businesses after the Closing, which consist of four separate businesses: (a) the availability services business segment, (b) the investment support systems business segment, (c) the higher education systems business segment and (d) the public sector systems business segment. For purposes of this Agreement, any future business acquired by Opco after Closing that is not included in the Availability Services Business will automatically be considered part of the Financial Systems Business, Higher Education Systems Business or Public Sector Business, as determined by the Board in its sole discretion.

“business day” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.

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“Cause” shall mean (a) for any Manager who has an employment agreement with the Company or its subsidiaries, the definition of “cause” in such agreement if so defined, and (b) for any other Manager, the occurrence of the events described in the following clauses (i) through (iii), provided that no act or failure to act shall be deemed to constitute Cause if done, or omitted to be done, in good faith and with the reasonable belief that the action or omission was in the best interests of the Company and its subsidiaries:

(i) at least two-thirds of the members of the Board determined in good faith that the Manager (A) was guilty of gross negligence or willful misconduct in the performance of his duties for the Company or any of its subsidiaries (other than due to illness or injury suffered by the Manager or a member of his family, or comparable personal problem), (B) breached or violated, in any material respect, any agreement between the Manager and the Company (or any of its subsidiaries) or any material policy in the “SunGard Global Business Conduct and Compliance Program” (as amended from time to time), or (C) committed an act of dishonesty or breach of trust, or is convicted of a crime, and the result of such dishonesty, breach of trust, or conviction of a crime is that there is material or potentially material financial or reputational harm to the Company (or any of its subsidiaries); and

(ii) such determination was made at a duly convened meeting of the Board (A) of which the Manager received written notice at least ten (10) days in advance, which notice shall have set forth in reasonable detail the facts and circumstances claimed to provide a basis for a finding that one of the events described in subsection (i) above occurred, and (B) at which the Manager had a reasonable opportunity to make a statement and answer the allegations against the Manager; and

(iii) either (A) the Manager was given a reasonable opportunity to take remedial action but failed or refused to do so, or (B) at least two-thirds of the members of the Board also determined in good faith, at such meeting, that an opportunity to take remedial action would not have been meaningful under the circumstances.

“Change of Control” shall mean the occurrence of (a) any consolidation or merger of the Company with or into any other Person, or any other corporate reorganization, transaction or Transfer of securities of the Company by its stockholders, or series of related transactions (including the acquisition of capital stock of the Company), whether or not the Company is a party thereto, in which the stockholders of the Company immediately prior to such consolidation, merger, reorganization or transaction, own, directly or indirectly, capital stock either (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the equity economic interests in or voting power of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction or (ii) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors or other similar governing body of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction, (b) any transaction or series of related transactions, whether or not the Company is a party thereto, after giving effect to which in excess of fifty percent (50%) of the Company’s voting power is owned directly, or indirectly through one or more entities, by any Person and its “affiliates” or “associates” (as such terms are defined in the Exchange Act Rules) or any “group” (as defined in

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the Exchange Act Rules), other than Qualified Institutional Investors (and in the case of a “group”, excluding a percentage of such “group” equal to the percentage of the voting power of such group controlled by any Qualified Institutional Investors), excluding, in any case referred to in clause (a) or (b) any Initial Public Offering or any bona fide primary or secondary public offering following the occurrence of an Initial Public Offering; or (c) a sale, lease or other disposition of all or substantially all of the consolidated assets of the Company. For the avoidance of doubt, none of the following shall, in and of itself, constitute a “Change of Control”: (x) a spin-off of one of the Businesses, a sale of one of the Businesses or a comparable transaction or (y) a transaction in which, after giving effect thereto, the Principal Investors and their Affiliates continue to own, directly or indirectly, more than fifty percent (50%) of the equity economic interests or voting power of (i) the Company or other surviving entity in the case of a transaction of the sort described in clause (a) above, (ii) of the Company in the case of a transaction of the sort described in clause (b) above or (iii) of the acquiring entity in the case of a transaction of the sort described in clause (c) above.

“Charitable Organization” shall mean a charitable organization as described by Section 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time.

“Class A Stock” shall mean the Class A Common Stock, par value $.001 per share, of the Company, which is comprised of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock, Class A-7 Common Stock and Class A-8 Common Stock.

“Class A and L Proceeds” shall have the meaning set forth in the Recitals.

“Class L Stock” shall mean the Class L Common Stock, par value $.001 per share, of the Company.

“Closing” shall have the meaning set forth in Section 1.1.

“Commission” shall mean the Securities and Exchange Commission.

“Common Stock” shall mean the common stock of the Company, including the Class A Stock and the Class L Stock.

“Company” shall have the meaning set forth in the Preamble.

“Convertible Securities” shall mean any evidence of indebtedness, shares of stock (other than Stock) or other securities (other than Options and Warrants) which are directly or indirectly convertible into or exchangeable or exercisable for shares of Stock.

“Cost” shall mean with respect to any Covered Management Shares, the purchase price paid for such Covered Management Shares by the original holder thereof (which, in the case of any options under a Manager’s Non-Qualified Rollover Option Agreement, shall be the intrinsic value of such options on the Closing Date, or, in the case of shares of capital stock acquired upon the exercise of any such option, such intrinsic value plus the exercise price paid to exercise such option) less any distributions which have been received, or which will be received, with respect to such Covered Management Shares by the holder thereof; provided, that the Cost of (a)

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unvested shares of capital stock shall equal the purchase price paid for such shares, if any and (b) unvested options shall equal zero and provided, further, that any unvested consideration included in the purchase price for any Shares shall be valued at zero.

“Covered Management Shares” shall mean, with respect to any Manager, all Management Shares (a) that are then owned by such Manager, (b) that have been Transferred by such Manager to a Permitted Transferee of such Manager or (c) that were issued directly to a Manager Designee at the request of such Manager.

“Designated Principal Investor Groups” shall mean, as of any time of determination, the five (or more if necessary to accommodate “ties”) Principal Investor Groups who hold the greatest number of shares of Common Stock at such time.

“DGCL” means the Delaware General Corporation Law, as amended.

“Disability” shall mean, (a) for any Manager who has an employment agreement with the Company or its subsidiaries, the definition of “disability” in such agreement, if so defined, and (b) for any other Manager, if such Manager is physically incapable, for a period of at least six months, of performing his duties and responsibilities as an employee of the Company as determined by the Board in good faith.

“Drag Along Recapitalization Notice” shall have the meaning set forth in Section 4.3.1.

“Drag Along Recapitalization Percentage” shall have the meaning set forth in Section 4.3.

“Drag Along Sale Notice” shall have the meaning set forth in Section 4.2.1.

“Drag Along Sale Percentage” shall have the meaning set forth in Section 4.2.

“Drag Along Sellers” shall have the meaning set forth in Section 4.2.1.

“Equivalent Shares” shall mean, at any date of determination, (a) as to any outstanding shares of Stock, such number of shares of Stock and (b) as to any outstanding Options, Warrants or Convertible Securities which constitute Shares, the maximum number of shares of Stock for which or into which such Options, Warrants or Convertible Securities may at the time be exercised, converted or exchanged (or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the transaction or circumstance in connection with which the number of Equivalent Shares is to be determined).

“Escrow Agent” shall have the meaning set forth in Section 7.2.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Exchange Act Rules” shall mean the rules adopted by the Commission under the Exchange Act.

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“Fair Market Value” shall mean, as of any date, as to any Share, the Board’s good faith determination of the fair market value of such Share (which, in the case of Options, shall equal the Fair Market Value of the share underlying such Option less the exercise price for such Option) as of the applicable reference date, taking into account the most recent annual valuation (which the Company shall have obtained from an independent appraiser) and updated by the Company in good faith for the most recently ended calendar quarter.

“Family Member” shall mean, with respect to any natural Person, (a) any lineal descendant or ancestor or sibling (by birth or adoption) of such natural Person, (b) any spouse or former spouse of any of the foregoing, (c) any legal representative or estate of any of the foregoing, or the ultimate beneficiaries of the estate of any of the foregoing, if deceased, (d) any not-for-profit corporation or private charitable foundation and (e) any trust or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing Persons described in clauses (a) through (d) above.

“First Offer Deadline” shall have the meaning set forth in Section 4.5.2.

“First Offer Holder” shall have the meaning set forth in Section 4.5.1.

“First Offer Notice” shall have the meaning set forth in Section 4.5.2.

“First Offer Purchaser” shall have the meaning set forth in Section 4.5.2.

“GS Investors” shall mean, as of any date, GS Capital Partners 2000, L.P., GS Capital Partners 2000 Employee Fund, L.P., GS Capital Partners 2000 Offshore, L.P., Goldman Sachs Direct Investment Fund 2000, L.P., GS Capital Partners 2000 GmbH & Co. Beteiligungs KG, GS Capital Partners V Fund, L.P., GS Capital Partners V Offshore Fund, L.P., GS Capital Partners V GmbH & Co. KG and GS Capital Partners V Institutional, L.P., and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Holdings” shall have the meaning set forth in the Preamble.

“Incentive Shares” shall mean all shares of Stock and Options held by a Manager or Manager Designee that are subject to vesting or other service or performance based conditions to ownership and which are not Purchased and Roll Over Shares, treating such Options as a number of Incentive Shares equal to the maximum number of shares of Stock for which such Options may at the time be exercised.

“Initial Public Offering” shall mean the initial underwritten Public Offering registered on Form S-1 (or any successor form under the Securities Act).

“Investors” shall have the meaning set forth in the Preamble.

“KKR Investors” shall mean, as of any date, KKR Millennium Fund L.P. and KKR Partners III, L.P., and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“LLC” shall have the meaning set forth in the Preamble.

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“Lowerco” shall have the meaning set forth in the Preamble.

“Majority Bain Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Bain Investors.

“Majority Blackstone Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Blackstone Investors.

“Majority GS Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the GS Investors.

“Majority in Interest” shall mean with respect to Shares of one or more class(es), a majority in number of such Shares.

“Majority KKR Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the KKR Investors.

“Majority Principal Investors” shall mean, as of any applicable time, (a) Principal Investor Groups who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Principal Investor Groups in the aggregate and (b) if there are more than five Principal Investor Groups, Designated Principal Investor Groups who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Designated Principal Investor Groups in the aggregate.

“Majority Providence Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Providence Investors.

“Majority Silver Lake Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Silver Lake Investors.

“Majority TPG Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the TPG Investors.

“Management Representative” shall mean (a) Cristóbal Conde during such time as he is the Chief Executive Officer of Opco, (b) such successor person who is approved from time to time as the Management Representative in accordance with this Agreement, or (c) at any time when there is no Management Representative identified in accordance with the foregoing provisions, the Chief Executive Officer of Opco. Successor Management Representatives may be approved in writing by a Majority in Interest of the Management Shares then held by Managers then employed by the Company, excluding, for the purposes of such calculation, the existing Management Representative, provided that such approval must occur no earlier than ten (10) business days after notice proposing a successor Management Representative is given to all such Managers, which notice may be sent only at the direction of (x) the current Management Representative, (y) the holders of at least 15% in interest of the Management Shares held by Managers (and their Manager Designees) then employed by the Company or (z) the Requisite Principal Investors.

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“Management Shares” shall mean all Shares held by a Manager or Manager Designee. Any Management Shares that are Transferred by the holder thereof to such holder’s Permitted Transferees shall remain Management Shares in the hands of such Permitted Transferee.

“Manager Designees” shall have the meaning set forth in the Preamble.

“Managers” shall have the meaning set forth in the Preamble.

“Merger” shall have the meaning set forth in the Recitals.

“Merger Agreement” shall have the meaning set forth in the Recitals.

“Opco” shall have the meaning set forth in the Recitals.

“Option Notice” shall have the meaning set forth in Section 6.5.

“Options” shall mean any options to subscribe for, purchase or otherwise directly acquire Stock, other than any such option held by the Company, Lowerco or any direct or indirect subsidiary thereof, or any right to purchase shares pursuant to this Agreement.

“Other Investors” shall have the meaning set forth in the Preamble.

“Participating Seller” shall have the meaning set forth in Sections 4.1.2 and 4.2.1.

“Participation, Registration Rights and Coordination Agreement” shall mean the Participation, Registration Rights and Coordination Agreement of even date herewith among the Company, Lowerco, Holdings, LLC, Solar Capital and certain stockholders of the Company and Lowerco.

“Pending Underwritten Offering” means, with respect to any Withdrawing Holder withdrawing from this Agreement pursuant to Section 9.3, any underwritten Public Offering for which a registration statement relating thereto is or has been filed with the Commission either prior to, or not later than the sixtieth day after, the effectiveness of such Withdrawing Holder’s withdrawal from this Agreement.

“Permitted Transferee” shall mean, in respect of (a) any Investor, (i) any Affiliate or Affiliated Fund of such Investor or (ii) any successor entity or with respect to an Investor organized as a trust, any successor trustee or co-trustee of such trust, (b) any Manager or Manager Designee of such Manager, any Family Member of such Manager and (c) any holder of Shares who is a natural person, (i) upon the death of such natural person, such person’s estate, executors, administrators, personal representatives, heirs, legatees or distributees in each case acquiring the Shares in question pursuant to the will or other instrument taking effect at death of such holder or by applicable laws of descent an distribution and (ii) any Person acquiring such Shares pursuant to a qualified domestic relations order, in each case described in clauses (a) through (c), only to the extent such transferee agrees to be bound by the terms of this Agreement in accordance with Section 3.2 (it being understood that any Transfer not meeting the foregoing conditions but purporting to rely on Section 3.1.1 shall be null and void). In addition, any Stockholder shall be a Permitted Transferee of the Permitted Transferees of itself and any

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member of a Principal Investor Group shall be a Permitted Transferee of any other member of such Principal Investor Group.

“Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“Preferred Stock” shall mean the 11.5% Cumulative Preferred Stock, par value $.001 per share, of Lowerco.

“Principal Investor” shall have the meaning set forth in the preamble.

“Principal Investor Group” shall mean any one of (a) the Bain Investors, collectively, (b) the Blackstone Investors, collectively, (c) the GS Investors, collectively, (d) the KKR Investors, collectively, (e) the Providence Investors, collectively, (f) the Silver Lake Investors, collectively and (g) the TPG Investors, collectively; provided, however, that any such Principal Investor Group shall cease to be a Principal Investor Group at such time after the Closing, and at all times thereafter, as such Principal Investor Group ceases to hold Shares representing a Total Combined Investment (as defined in the Company’s certificate of incorporation as in effect on the date hereof) of at least the Minimum Total Combined Investment (as defined in the Company’s certificate of incorporation as in effect on the date hereof); provided, further, that no adjustment pursuant to the Company’s certificate of incorporation to the “Minimum Total Combined Investment” shall cause any former Principal Investor Group to again become a Principal Investor Group. Where this Agreement provides for the vote, consent or approval of any Principal Investor Group, such vote, consent or approval shall be determined by the Majority Bain Investors, the Majority Blackstone Investors, the Majority GS Investors, the Majority KKR Investors, the Majority Providence Investors, the Majority Silver Lake Investors, or the Majority TPG Investors, as the case may be, except as otherwise specifically set forth herein.

“Principal Investor Majority” shall mean, with respect to a transaction between the Company or one of its subsidiaries on the one hand and a Principal Investor Group (or any member thereof) or any entity in which any Principal Investor has a material interest on the other (a “Related Party”), (a) Principal Investor Groups that are not and whose Affiliates are not Related Parties and who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Principal Investor Groups that are not and whose Affiliates are not a Related Party with respect to such transaction, or (b) if each Principal Investor Group and/or an Affiliate of each Principal Investor Group is a Related Party with respect to such transaction, the Majority Principal Investors.

“Principal Lock-Up Agreement” shall have the meaning set forth in Section 5.

“Promissory Note” shall mean a promissory note (a) with a principal amount equal to the difference between the amount due under Section 6.1 or 6.2, as applicable, which was not paid in cash, (b) on which interest will accrue on the principal thereof at a rate equal to the prime rate plus one percent on the repurchase date of the Covered Management Shares in question and (c) for which the principal, together with the interest thereon, will become due and payable in three

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equal annual installments payable on, the first, second and third anniversaries of the date of issuance thereof.

“Pro Rata Portion” shall mean:

(a) for purposes of Section 4.1.4, with respect to each Tag Along Seller, a number of Shares equal to the aggregate number of Shares of the applicable class that the Prospective Buyer is willing to purchase in the proposed Sale, multiplied by a fraction, the numerator of which is the aggregate number of Tag Eligible Shares of the applicable class held by such Tag Along Seller and the denominator of which is the aggregate number of Tag Eligible Shares of the applicable class held by all Tag Along Sellers; and

(b) for purposes of Section 4.5.6, with respect to each First Offer Purchaser, a number of Shares equal to the aggregate number of Subject Shares of the applicable class multiplied by a fraction, the numerator of which is the aggregate number of Shares of the applicable class held by such First Offer Purchaser and the denominator of which is the aggregate number of Shares of the applicable class held by all First Offer Purchasers.

“Proceeds” shall have the meaning set forth in the Recitals.

“Prospective Buyer” shall mean any Person, including the Company or any of its subsidiaries or any other Stockholder, proposing to purchase or otherwise acquire Shares from a Prospective Selling Stockholder.

“Prospective Selling Stockholder” shall mean:

(a) for purposes of Section 3.3, any Investor that proposes to Transfer any Shares to any Prospective Buyer;

(b) for purposes of Section 4.1, any Stockholder that proposes to Transfer any Shares to any Prospective Buyer, including a First Offer Purchaser pursuant to Section 4.5;

(c) for purposes of Section 4.2, any Stockholder forming part of the acting Requisite Principal Investors that has elected to exercise the drag along right provided by such Section; and

(d) for purposes of Section 4.5, any Stockholder that proposes to Transfer any Shares in a transaction that is subject to such Section.

“Providence Investors” shall mean, as of any date, Providence Equity Partners V LP and Providence Equity Partners V-A LP, and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Public Offering” shall mean a public offering and sale of Common Stock for cash pursuant to an effective registration statement under the Securities Act.

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“Purchased and Roll-Over Shares” shall mean (a) all shares of Stock held by a Manager or Manager Designee that were purchased by the original holder thereof on or before the Closing Date or upon the exercise, conversion or exchange of Options described in clause (b) hereof, (b) all Options for shares of Stock held by a Manager, which were received by such Manager on the Closing Date in connection with the roll-over of his or her options from SDS, treating such Options as a number of Purchased and Roll-Over Shares equal to the maximum number of shares of Stock for which such Options may be exercised, and (c) all Shares held by a Manager or Manager Designee that are designated as Purchased and Roll-Over Shares by the Requisite Principal Investors (or the Company if there are no Principal Investors remaining).

“Qualified Institutional Investors” shall mean (a) the Bain Investors; (b) the Blackstone Investors; (c) the GS Investors, (d) the KKR Investors; (e) the Providence Investors; (f) the Silver Lake Investors; (g) the TPG Investors and (h) the respective Affiliates and Affiliated Funds of the foregoing Persons.

“Qualified Public Offering” shall mean the first underwritten Public Offering (other than any Public Offering or sale pursuant to a registration statement on Form S-4, S-8 or a comparable form) in which the aggregate price to the public of all Common Stock sold in such offering in combination with the aggregate price to the public of all Common Stock sold in any previous underwritten Public Offerings (other than any Public Offering or sale pursuant to a registration statement on Form S-4, S-8 or any comparable form) shall exceed $350,000,000.

“Recapitalization Transaction” shall mean a transaction approved by the Requisite Principal Investors in which one or more classes of securities issued by the Company or any of its direct or indirect subsidiaries are, in whole or in part on a pro rata basis among all holders of such securities, converted into, or exchanged for, securities in another form issued by the Company, any of its direct or indirect subsidiaries, a newly formed parent or affiliated Persons.

“Related Party” shall have the meaning set forth in the definition of Principal Investor Majority.

“Requisite Principal Investors” shall mean (a) at any time when there is at least one Principal Investor remaining, the approval of Principal Investor Groups who, in the aggregate, hold a number of shares of Common Stock that is at least two-thirds of the aggregate number of shares of Common Stock then held by all Principal Investor Groups and (b) for purposes of Sections 2, 4.2, 4.3 and 4.4, at such time as there are no Principal Investors remaining, Investors holding a majority of the Class A Stock then held by Investors party to this Agreement.

“Rule 144” shall mean Rule 144 under the Securities Act (or any successor Rule).

“Sale” shall mean a Transfer for value and the terms “Sell” and “Sold” shall have correlative meanings.

“Sale Notice” shall have the meaning set forth in Section 4.5.1.

“SDS” shall have the meaning set forth in the Recitals.

“Section 160” shall have the meaning set forth in Section 6.3.

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“Securities Act” shall mean the Securities Act of 1933 and the rules promulgated thereunder, as amended from time to time.

“Senior Manager” shall mean, as of any date of determination, those Managers who are party to the Participation, Registration Rights and Coordination Agreement and are employees of the Company or its subsidiaries on the date of determination.

“Shares” shall mean (a) all shares of Stock held by a Stockholder, whenever issued, including all shares of Stock issued upon the exercise, conversion or exchange of any Options, Warrants or Convertible Securities and (b) all Options, Warrants and Convertible Securities held by a Stockholder (treating such Options, Warrants and Convertible Securities as a number of Shares equal to the number of Equivalent Shares represented by such Options, Warrants and Convertible Securities for all purposes of this Agreement except as otherwise specifically set forth herein). Notwithstanding the foregoing, Shares shall include Management Shares for all purposes of this Agreement, provided that, with respect to Section 4.5, (x) Shares held by a Prospective Selling Stockholder shall include all Management Shares and (y) Shares held by Persons other than a Prospective Selling Stockholder shall only include Management Shares which are not Incentive Shares.

“Silver Lake Investors” shall mean, as of any date, Silver Lake Partners II, L.P., Silver Lake Technology Investors II, L.L.C. and Integral Capital Partners VII, L.P., and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Solar Capital” shall have the meaning set forth in the Preamble.

“Specified Amendment” shall mean any Amendment affecting (a) any provision of Section 6, (b) the second or third sentence of Section 9.2(b), (c) clause (y) in the last sentence of the definition of “Change of Control” as it applies to Section 4.2, or (d) any defined term in this Agreement to the extent used in any of the foregoing provisions as such term applies to such provisions.

“Spin-Off” shall have the meaning set forth in Section 3.4

“Stock” shall mean the Common Stock and the Preferred Stock.

“Stockholders” shall have the meaning set forth in the Preamble.

“Strategic Investor” shall mean, with respect to any proposed Transfer, any (a) Person that is determined, in good faith, by the Requisite Principal Investors to be a competitor of the Company or any of its subsidiaries in any material respect or a potential strategic investor in the Company or any of its subsidiaries and (b) any Affiliate of any such Person specified in clause (a), provided, however, that a Permitted Transferee of a Stockholder that acquires Shares from such Stockholder pursuant to Section 3.1.1 shall not be a Strategic Investor with respect to such Shares or Shares subsequently acquired by such Permitted Transferee pursuant to this Agreement with respect to such Shares if such Permitted Transferee (x) agrees in writing to hold the Shares being acquired in the applicable Transfer and any Shares subsequently acquired by such Permitted Transferee from time to time solely for passive investment purposes, (y) does not

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operate or “control” (as defined in the definition of Affiliate) an operating business and (z) agrees that the Company, at the direction of the Requisite Principal Investors, may limit or restrict the rights otherwise available to such Permitted Transferee under this Agreement or any other agreement by virtue of it holding Shares if the Requisite Principal Investors determine that doing so is in the best interest of the Company and its subsidiaries.

“Subject Shares” shall have the meaning set forth in Section 4.5.

“Tag Along Holder” shall have the meaning set forth in Section 4.1.1.

“Tag Along Notice” shall have the meaning set forth in Section 4.1.1.

“Tag Along Offer” shall have the meaning set forth in Section 4.1.2.

“Tag Along Sale Percentage” shall have the meaning set forth in Section 4.1.1.

“Tag Along Sellers” shall have the meaning set forth in Section 4.1.2.

“Tag Eligible Shares” shall mean, at any time, all Shares that (a) are not Management Shares or (b) are Management Shares that will be Vested Shares as of the proposed Transfer date specified in the Tag Along Notice, if so specified, and otherwise the anticipated Transfer date as reasonably determined in good faith by the Prospective Selling Stockholder.

“TPG Investors” shall mean, as of any date, TPG Partners IV, L.P., T³ Partners II, L.P., T³ Parallel II, L.P., TPG Solar III LLC and TPG Solar Co-Invest LLC, and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any Shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. For the avoidance of doubt, it shall constitute a “Transfer” subject to the restrictions on Transfer contained or referenced in Section 3 (a) if a transferee is not an individual, a trust or an estate, and the transferor or an Affiliate thereof ceases to control such transferee (in which case, to the extent such transferee then holds assets in addition to Shares, the determination of the purchase price deemed to have been paid for the Shares held by such transferee in such deemed Transfer for purposes of the provisions of Sections 3 and 4 shall be made by the Board in good faith) or (b) with respect to a holder of Shares which was formed for the purpose of holding Shares, there is a Transfer of the equity interests of such holder other than to a Permitted Transferee of such holder or of the party transferring the equity of such holder.

“Transferable Share Amount” shall have the meaning set forth in Section 3.4.

“Unvested Shares” shall mean, with respect to a Manager or Manager Designee at any time, the Management Shares held by such Manager or Manager Designee which remain subject to vesting requirements at such time.

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“Vested Shares” shall mean, with respect to a Manager or Manager Designee at any time, the Management Shares held by such Manager or Manager Designee which are not subject to vesting requirements at such time. For the avoidance of doubt, a Manager or Manager Designee’s Purchased and Rollover Shares shall constitute “Vested Shares”.

“Warrants” shall mean any warrants to subscribe for, purchase or otherwise directly acquire Stock.

“Withdrawing Holders” shall have the meaning set forth in Section 9.3.

“Withdrawn Shares” shall have the meaning set forth in Section 9.3.

11. MISCELLANEOUS.

11.1. Authority: Effect. Each party hereto represents and warrants to and agrees with each other party that (a) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound and (b) this Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except to the extent that the enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors generally and (ii) general principles of equity. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association. The Company and Lowerco shall be jointly and severally liable for all obligations of each such party pursuant to this Agreement.

11.2. Notices. Any notices and other communications required or permitted in this Agreement shall be effective if in writing and (a) delivered personally, (b) sent by facsimile or e-mail (if provided and the recipient acknowledges receipt thereof by reply e-mail or otherwise), or (c) sent by overnight courier, in each case, addressed as follows:

If to the Company, Lowerco, Holdings, LLC or Opco, to it:

c/o SunGard Data Systems, Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Attention: General Counsel

with copies to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02210

Facsimile: (617) 951-7050

Attention: Alfred Rose, Esq.

E-mail: arose@ropesgray.com

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If to a Bain Investor or the Bain Principal Investor Group, to it:

c/o Bain Capital, LLC

111 Huntington Avenue

Boston, Massachusetts 02199

Facsimile: (617) 516-2710

Attention: John Connaughton

E-mail: jconnaughton@baincapital.com

with copies to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile: (617) 951-7050

Attention: R. Newcomb Stillwell, Esq.

E-mail: nstillwell@ropesgray.com

If to a Blackstone Investor or to the Blackstone Principal Investor Group, to it:

c/o Blackstone Management Partners IV L.L.C.

345 Park Avenue, 31^st Floor

New York, NY 10154

Facsimile: (212) 583-5722

Attention: Chinh Chu

E-mail: chu@blackstone.com

with copies to:

Paul Hastings, Janofsky & Walker LLP

75 E. 55th Street

New York, NY 10022

Facsimile: (212) 230-7617

Attention: John Altorelli, Esq.

E-mail: johnaltorelli@paulhastings.com

and

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile: (212) 455-2502

Attention: Wilson Neely, Esq.

E-mail: wneely@stblaw.com

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If to a GS Investor or to the GS Principal Investor Group, to it:

c/o GS Capital Partners 2000, L.P.

85 Broad Street

New York, New York 10004

Facsimile: (212) 357-5505

Attention: Sanjeev Mehra

E-mail: sanjeev.mehra@gs.com

with copies to:

Wachtell, Lipton, Rosen & Katz

51 West 52^nd Street

New York, New York 10019

Facsimile: (212) 403-2000

Attention: Mark Gordon, Esq.

E-mail: mgordon@wlrk.com

If to a KKR Investor or to the KKR Principal Investor Group, to it:

c/o Kohlberg Kravis Roberts & Co L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

Facsimile: (650) 233-6561

Attention: James H. Greene, Jr.

E-mail: jgreene@kkr.com

with copies to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile: (212) 455-2502

Attention: David Sorkin, Esq.

E-mail: dsorkin@stblaw.com

If to a Providence Investor or to the Providence Principal Investor Group, to it:

c/o Providence Equity Partners Inc.

50 Kennedy Plaza

18^th Floor

Providence, RI 02903

Facsimile: (401) 751-1790

Attention: Jonathan M. Nelson

E-mail: j.nelson@provequity.com

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with copies to:

Weil, Gotshal & Manges LLP

100 Federal Street, 34^th Floor

Boston, MA 02110

Facsimile: (617) 772-8333

Attention: Marilyn French, Esq.

E-mail: marilyn.french@weil.com

If to a Silver Lake Investor or to the Silver Lake Principal Investor Group, to it:

c/o Silver Lake Partners

9 West 57th Street, 25th Floor

New York, NY 10019

Facsimile: (212) 981-3535

Attention: Egon Durban

E-mail: egon.durban@silverlake.com

with copies to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile: (617) 951-7050

Attention: Alfred O. Rose, Esq.

E-mail: arose@ropesgray.com

If to a TPG Investor or to the TPG Principal Investor Group, to it:

c/o Texas Pacific Group

301 Commerce Street

Fort Worth, Texas 76102

Facsimile: (817) 871-4088

Attention: David A. Spuria, Esq.

E-mail: dspuria@texpac.com

with copies to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Facsimile: (212) 225-3999

Attention:	Michael L. Ryan, Esq.
	Paul J. Shim, Esq.
E-mail:	mryan@cgsh.com
	pshim@cgsh.com

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If to any Manager or Manager Designee, to it:

c/o SunGard Data Systems, Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Attention: General Counsel

with copies to:

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, NY 10178

Facsimile: (212) 309-6001

Attention:	Howard L Shecter, Esq.
	Ira White, Esq.
E-mail:	hshecter@morganlewis.com
	iwhite@morganlewis.com

If to any other Stockholder, to it at the address set forth on Exhibit A, or if not set forth thereon, in the records of the Company.

Notice to the holder of record of any shares of capital stock shall be deemed to be notice to the holder of such shares for all purposes hereof.

Unless otherwise specified herein, such notices or other communications shall be deemed effective (x) on the date received, if personally delivered, (y) on the date received if delivered by facsimile or e-mail (subject to the recipient confirming receipt thereof in the case of e-mail) on a business day, or if not delivered on a business day, on the first business day thereafter and (z) two business days after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

11.3. Binding Effect, Etc. Except for restrictions on the Transfer of Shares set forth in other written agreements, plans or documents and except for other written agreements dated on or about the date of this Agreement, this Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Stockholder party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

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11.4. Descriptive Heading. The descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not be construed to define or limit any of the terms or provisions hereof.

11.5. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument. A facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original.

11.6. Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

11.7. No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the parties hereto may be corporations, partnerships, limited liability companies or trusts, each party to this Agreement covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner, member, manager or trustee of any Stockholder or of any partner, member, manager, trustee, Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Stockholder or any current or future member of any Stockholder or any current or future director, officer, employee, partner, member, manager or trustee of any Stockholder or of any Affiliate or assignee thereof, as such, for any obligation of any Stockholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

11.8. Aggregation of Shares. All Shares held by a Stockholder and its Affiliates and Affiliated Funds shall be aggregated together for purposes of determining the availability of any rights under Sections 4 and 6. Within any Principal Investor Group, the Principal Investors who are members of such Principal Investor Group may allocate the ability to exercise any rights under this Agreement in any manner that such Principal Investor Group (by a Majority in Interest of the Shares held by such Principal Investor Group) sees fit.

11.9. Obligations of Company, Lowerco, Holdings, LLC and Opco. Except with respect to a Promissory Note issued in accordance with Section 6.1 or 6.3, each of the Company, Lowerco, Holdings, LLC and Opco shall be jointly and severally liable for any payment obligation of any of the Company, Lowerco, Holdings, LLC or Opco pursuant to this Agreement.

11.10. Confidentiality. Each Stockholder agrees that it will keep confidential and will not disclose, divulge or use for any purpose, other than to monitor its investment in the

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Company and its subsidiaries, any confidential information obtained from the Company, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 11.10 by such Stockholder or its Affiliates), (b) is or has been independently developed or conceived by such Stockholder without use of the Company’s confidential information or (c) is or has been made known or disclosed to such Stockholder by a third party (other than an Affiliate of such Stockholder) without a breach of any obligation of confidentiality such third party may have to the Company that is known to such Stockholder; provided, however, that a Stockholder may disclose confidential information (v) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, (w) to any prospective purchaser of any Shares from such Stockholder as long as such prospective purchaser agrees to be bound by the provisions of this Section 11.10 as if a Stockholder, (x) to any Affiliate, partner, member or related investment fund of such Stockholder and their respective directors, employees and consultants, in each case in the ordinary course of business, (y) as may be reasonably determined by such Stockholder to be necessary in connection with such Stockholder’s enforcement of its rights in connection with this Agreement or its investment in the Company and its subsidiaries or (z) as may otherwise be required by law or legal, judicial or regulatory process, provided that such Stockholder takes reasonable steps to minimize the extent of any required disclosure described in this clause (z); and provided, further, however, that the acts and omissions of any Person to whom such Stockholder may disclose confidential information pursuant to clauses (v) through (x) of the preceding proviso shall be attributable to such Stockholder for purposes of determining such Stockholder’s compliance with this Section 11.10. Each of the parties hereto acknowledge that the Investors or any of their Affiliates and related investment funds may review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company, and may trade in the securities of such enterprises. Nothing in this Section 11.10 shall preclude or in any way restrict the Investors or their Affiliates or related investment funds from investing or participating in any particular enterprise, or trading in the securities thereof, whether or not such enterprise has products or services that compete with those of the Company.

12. GOVERNING LAW.

12.1. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

12.2. Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or

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immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.2 hereof is reasonably calculated to give actual notice.

12.3. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 12.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 12.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

12.4. Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

[Signature pages follow]

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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE COMPANY:	SUNGARD CAPITAL CORP.
	By:	*
	Name:	Michael J. Ruane
	Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary
LOWERCO:	SUNGARD CAPITAL CORP. II
	By:	*
	Name:	Michael J. Ruane
	Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary
HOLDINGS:	SUNGARD HOLDING CORP.
	By:	*
	Name:	Michael J. Ruane
	Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary
LLC:	SUNGARD HOLDCO LLC
	By:	*
	Name:	Michael J. Ruane
	Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary
SOLAR CAPITAL:	SOLAR CAPITAL CORP.
	By:	*
	Name:	Michael J. Ruane
	Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/    MICHAEL J. RUANE        

Michael J. Ruane

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THE INVESTORS:

THE MANAGERS:

EX-10.25

Exhibit 10.25

PRINCIPAL INVESTOR AGREEMENT

by and among

SunGard Capital Corp.

SunGard Capital Corp. II

SunGard Holding Corp.

SunGard Holdco LLC

Solar Capital Corp.

and

the Principal Investors

Dated as of August 10, 2005

TABLE OF CONTENTS

1.	EFFECTIVENESS; DEFINITIONS		2
	1.1.	Closing	2
	1.2.	Definitions	2
2.	VOTING AGREEMENT.		2
	2.1.	Actions that Require Majority Principal Investor Approval	2
	2.2.	Actions that Require Requisite Principal Investor Approval	4
	2.3.	Actions that Require Board Approval	6
	2.4.	Other Restricted Actions.	7
	2.5.	Chairman of the Board	9
	2.6.	Committees	9
	2.7.	Lowerco’s, Holdings’s, LLC’s and Opco’s Directors and Managers	10
	2.8.	Operating Committee	10
	2.9.	Board Observers	11
	2.10.	The Company, LLC, Lowerco and Holdings	11
	2.11.	Post-IPO Governance	11
	2.12.	Recapitalization Transaction Drag Along	11
	2.13.	Period	12
	2.14.	Proxies	12
3.	TRANSFER RESTRICTIONS		12
	3.1.	Permitted Transferees	12
	3.2.	Transfers Between Principal Investor Groups	13
4.	COVENANTS.		13
	4.1.	Annual Budget	13
	4.2.	Directors’ and Officers’ Insurance	13
	4.3.	Expenses	13
	4.4.	Annual Valuation	13
5.	REMEDIES.		14
	5.1.	Generally	14
6.	LEGENDS.		14
	6.1.	Restrictive Legend	14
	6.2.	Stop Transfer Instruction	14
	6.3.	Classes of Shares Separately Transferable	14
7.	AMENDMENT, TERMINATION, ETC.		14
	7.1.	Oral Modifications	14
	7.2.	Written Modifications	15
	7.3.	Withdrawal from Agreement	15
	7.4.	Termination; Effect of Termination	15
8.	DEFINITIONS		15
	8.1.	Certain Matters of Construction	15
	8.2.	Definitions	16
9.	MISCELLANEOUS.		24
	9.1.	Authority: Effect	24
	9.2.	Notices	24
	9.3.	Binding Effect, Etc	28
	9.4.	Descriptive Heading	28
	9.5.	Counterparts	28
	9.6.	Severability	28
	9.7.	No Recourse	29
	9.8.	Obligations of Company, Lowerco, Holdings, LLC and Opco	29
	9.9.	Indemnity and Liability; Reimbursement	29
10.	GOVERNING LAW.		30
	10.1.	Governing Law	30
	10.2.	Consent to Jurisdiction	31
	10.3.	WAIVER OF JURY TRIAL	31
	10.4.	Exercise of Rights and Remedies	32

-i-

PRINCIPAL INVESTOR AGREEMENT

This Principal Investor Agreement (the “Agreement”) is made as of August 10, 2005 by and among:

(i) SunGard Capital Corp., a Delaware corporation (together with its successors and permitted assigns, the “Company”);

(ii) SunGard Capital Corp. II, a Delaware corporation (together with its successors and permitted assigns, “Lowerco”);

(iii) SunGard Holding Corp., a Delaware corporation (together with its successors and permitted assigns, “Holdings”);

(iv) SunGard Holdco LLC (together with its successors and permitted assigns, “LLC”);

(v) Solar Capital Corp., a Delaware corporation (“Solar Capital”); and

(vi) each Person executing this Agreement and listed as a Principal Investor on the signature pages hereto (collectively with their Permitted Transferees and so long as they are members of a Principal Investor Group, the “Principal Investors”).

RECITALS

1. Each of the Company, Lowerco, Holdings, LLC and Solar Capital, has been formed for the purpose of engaging in a transaction in which Solar Capital will be merged with and into SunGard Data Systems Inc. (“SDS”), with SDS surviving (the “Merger”) pursuant to an Agreement and Plan of Merger between Solar Capital and SDS dated as of March 27, 2005 (as amended from time to time, the “Merger Agreement”). The rights and obligations of “Opco” hereunder shall refer to the rights and obligations of Solar Capital at all times prior to the consummation of the Merger, and thereafter shall refer to the rights and obligations of SDS, as a successor entity to Solar Capital, and its successors and permitted assigns.

2. On the date hereof, the Principal Investors and certain other investors will, in exchange for cash, shares of SDS common stock and/or other assets, acquire Class A Stock and Class L Stock from the Company and Preferred Stock from Lowerco. The cash proceeds and shares of SDS common stock received by the Company in exchange for such Class A Stock and Class L Stock are referred to as the “Class A and L Proceeds”. The cash proceeds and shares of SDS common stock received by Lowerco in exchange for such Preferred Stock are referred to collectively with the Class A and L Proceeds as the “Proceeds”. On the Closing Date and immediately prior to the Closing (each as defined below), the Company will contribute the Class A and L Proceeds to Lowerco in exchange for common stock of Lowerco, and the Company will thereby hold all of the issued and outstanding common stock of Lowerco. Immediately thereafter, Lowerco will contribute 99% of the Proceeds to Holdings in exchange for common

stock of Holdings and Holdings will thereby become a wholly owned subsidiary of Lowerco. Immediately thereafter, Holdings will contribute all of the Proceeds which it received from Lowerco to LLC in exchange for membership interests in LLC representing a 99% ownership interest therein. Contemporaneously therewith, Lowerco will contribute 1% of the Proceeds to LLC in exchange for membership interests in LLC representing a 1% interest therein. Immediately thereafter, LLC will contribute all of the Proceeds less certain expenses to Solar Capital in exchange for common stock of Solar Capital, and LLC will thereby hold all of the issued and outstanding common stock of Solar Capital.

3. Upon the Closing, shares of common stock of Solar Capital shall be automatically converted into shares of common stock of SDS, and LLC will thereby hold all of the issued and outstanding common stock of SDS.

4. Immediately following the Closing, the Common Stock, the Preferred Stock and all Options (as defined below) will be held as set forth on Schedule I hereto.

5. In connection with the acquisition of such securities, the Company, Lowerco, Holdings, LLC, Opco, the Principal Investors and certain other stockholders of the Company and Lowerco have entered into a stockholders agreement dated as of the date hereof (as in effect from time to time, the “Stockholders Agreement”) and a participation, registration rights and coordination agreement dated as of the date hereof (as in effect from time to time, the “Participation, Registration Rights and Coordination Agreement”).

6. The parties believe that it is in the best interests of the Company, Lowerco, Holdings, LLC, Opco and the Principal Investors to set forth their agreements on certain matters.

AGREEMENT

Therefore, the parties hereto hereby agree as follows:

1. EFFECTIVENESS; DEFINITIONS.

1.1. Closing. This Agreement shall become effective upon the issuance of Stock to the Principal Investors in anticipation of the consummation of the closing under the Merger Agreement (the “Closing”).

1.2. Definitions. Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Section 7 hereof.

2. VOTING AGREEMENT.

2.1. Actions that Require Majority Principal Investor Approval. In addition to any other approval required by the certificate of incorporation or limited liability company agreement, as applicable, of the Company, Lowerco, Holdings or Opco or by applicable law, the approval of the Majority Principal Investors shall be required for any of the Company, Lowerco, Holdings, LLC or Opco to take any of the following actions, and the Company, Lowerco, Holdings, LLC and Opco shall not, and shall cause their respective subsidiaries not to, take any of the following actions without the written approval of the Majority Principal Investors:

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2.1.1. Charter; By-laws; LLC Agreement; Stockholders Agreements. Subject to Sections 2.2.1 and 2.4.2, amend or waive any provisions of the certificate of incorporation or by-laws or limited liability company agreement, as applicable, of the Company, Lowerco, Holdings, LLC or Opco or amend or waive any provisions of the Stockholders Agreement or the Participation, Registration Rights and Coordination Agreement.

2.1.2. Annual Budget. Approve the annual operating budget of the Company and its subsidiaries, modify in any material respect any such budget or take any action that is or would be reasonably likely to result in a material variance therefrom.

2.1.3. Joint Ventures and Alliances. Enter into any joint venture or strategic alliance other than in the ordinary course of business which, together with all related transactions, has an aggregate value in excess of $50,000,000.

2.1.4. Executive Officers. Subject to Section 2.2.2, hire or remove, with or without cause, or enter into, renew, materially modify or terminate any employment contract with, any executive officer of the Company, Lowerco, Holdings, LLC or Opco from time to time.

2.1.5. Management Incentive Plan. Adopt or make a material amendment to any cash or equity based management incentive plan.

2.1.6. Management Equity Repurchases. Enter into or effect any transaction or series of related transactions involving the repurchase, redemption or other acquisition of securities, or options or rights to acquire any securities, of the Company or any of its subsidiaries from any Person who is or was a Manager or Manager Designee other than any such repurchases (a) pursuant to Section 6.2 of the Stockholders Agreement (the put option) or (b) that do not exceed $500,000 per Manager pursuant to Section 6.1 of the Stockholders Agreement (the call option). Any repurchase (other than a repurchase pursuant to Section 6.2 of the Stockholder Agreement) from a current or former Manager or Manager Designee shall require approval of the Compensation Committee.

2.1.7. Prepayment or Modification of Debt. Voluntarily prepay debt of the Company or any of its subsidiaries outside the ordinary course of business, or amend or waive any material provisions of any agreement, indenture or similar instrument governing the terms of any indebtedness or debt securities of the Company or any of its subsidiaries with a principal amount in excess of $50,000,000.

2.1.8. Initial Public Offering. At any time subsequent to the sixth anniversary hereof, register any equity securities under the Securities Act in connection with, or consummate, an Initial Public Offering, including an Initial Public Offering initiated pursuant to Section 3.1 of the Participation, Registration Rights and Coordination Agreement, or register any equity securities of any subsidiary of the Company under the Securities Act; provided, however, that no such approval shall be required for the

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inclusion of any Registrable Securities (as defined in the Participation, Registration Rights and Coordination Agreement) in any registration statement relating to an Initial Public Offering pursuant to the exercise by the holders thereof of piggyback registration rights under Section 3.2 of the Participation, Registration Rights and Coordination Agreement, if applicable.

2.1.9. Agreements or Commitments. Enter into any agreement or otherwise obligate or commit the Company or any of its subsidiaries to do any of the foregoing.

2.2. Actions that Require Requisite Principal Investor Approval. In addition to any other approval required by the certificate of incorporation or limited liability company agreement, as applicable, of the Company, Lowerco, Holdings, LLC or Opco or by applicable law, the approval of the Requisite Principal Investors shall be required for any of the Company, Lowerco, Holdings, LLC or Opco to take any of the following actions, and the Company, Lowerco, Holdings, LLC and Opco shall not, and shall cause their respective subsidiaries not to, take any of the following actions without the approval of the Requisite Principal Investors:

2.2.1. Charter; By-laws; LLC Agreement; Stockholders Agreement. Amend or waive any provision of the certificate of incorporation or by-laws or limited liability company agreement, as applicable, of the Company, Lowerco, Holdings, LLC or Opco that requires consent or approval of the Requisite Principal Investors, or amend or waive any provision of the Stockholders Agreement or the Participation, Registration Rights and Coordination Agreement that requires consent or approval of the Requisite Principal Investors.

2.2.2. Chief Executive Officer. Hire or remove, with or without cause, or enter into, renew, materially modify or terminate any employment contract with, the chief executive officer of the Company or Opco from time to time.

2.2.3. Change of Control. Effect a Change of Control.

2.2.4. Repurchase of Securities, Payment of Dividends. Prior to the closing of the Initial Public Offering, (a) enter into or effect any transaction or series of related transactions involving the repurchase, redemption or other acquisition of securities of the Company or any of its direct or indirect subsidiaries from any Investor or (b) declare or pay any dividend by the Company or any of its subsidiaries (other than dividends payable to the Company or any of its wholly-owned subsidiaries).

2.2.5. Recapitalization. Except as provided in the Company’s certificate of incorporation, enter into or effect any transaction or series of related transactions that would effect a recapitalization or reclassification of the Company’s or Lowerco’s securities or any of their subsidiaries’ (other than wholly-owned subsidiaries) securities.

2.2.6. Acquisition of Assets. Enter into or effect any transaction or series of related transactions involving the purchase, rent, lease in, license in, exchange or other acquisition (whether by merger, consolidation or otherwise) by the Company or any of its direct or indirect subsidiaries of any assets (including equity interests in any Person) for consideration (including assumed liabilities) having a fair market value (as

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reasonably determined by the Board) in excess of $50,000,000, other than (a) transactions between and among any of the Company and its direct or indirect wholly-owned subsidiaries and (b) purchases, rentals, leases, licenses, exchanges or other acquisitions of inventory, equipment and supplies in the ordinary course of business.

2.2.7. Sale of Assets. Enter into or effect any transaction or series of related transactions, involving the sale, lease out, license out, exchange or other disposal (including by merger, consolidation or otherwise) by the Company or any of its direct or indirect subsidiaries of any assets (including equity interests in any Person) for consideration (including assumed liabilities) having a fair market value (as reasonably determined by the Board) in excess of $50,000,000, other than (a) transactions between and among any of the Company and its direct or indirect wholly-owned subsidiaries and (b) sales, leases, licensing, exchanges or other disposition of products of the Company’s business in the ordinary course of business.

2.2.8. Initial Public Offering. At any time on or prior to the sixth anniversary hereof, register any equity securities under the Securities Act in connection with, or consummate, an Initial Public Offering, including an Initial Public Offering initiated pursuant to Section 3.1 of the Participation, Registration Rights and Coordination Agreement, or register any equity securities of any subsidiary of the Company under the Securities Act; provided, however, that no such approval shall be required for the inclusion of any Registrable Securities (as defined in the Participation, Registration Rights and Coordination Agreement) in any registration statement relating to an Initial Public Offering pursuant to the exercise by the holders thereof of piggyback registration rights under Section 3.2 of the Participation, Registration Rights and Coordination Agreement, if applicable.

2.2.9. Indebtedness; Investments, etc. Other than borrowings under the Existing Debt Documents or any other debt agreement which was previously approved by the Requisite Principal Investors, (a) incur any indebtedness, assume, guarantee, endorse or otherwise as an accommodation become responsible for the indebtedness of any other Person (provided that the Company or any of its direct or indirect subsidiaries may provide cross-guarantees for any indebtedness that has been approved under this Section 2.2.9), issue any debt securities, enter into any agreement under which it may incur indebtedness or issue debt securities in the future, in an aggregate amount in excess of $100,000,000 for all such matters or (b) make any loan, advance or capital contribution to any Person (other than the Company or any of its subsidiaries), in each case outstanding at any time, in an aggregate amount in excess of $100,000,000 for all such matters.

2.2.10. Equity Issuances. Authorize, create or issue any equity securities of the Company or any of its subsidiaries (except as may be issued to the Company or any of its wholly-owned subsidiaries), issue any options or rights to acquire any equity securities of the Company or any of its subsidiaries or grant any registration rights in respect of any such securities, options or rights, except for (a) equity securities issued in any Initial Public Offering approved pursuant to Section 2.1.8 or 2.2.8, (b) equity securities, options or rights to acquire equity securities and piggyback registration rights

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issued or granted pursuant to management incentive plans approved pursuant to Section 2.1.5, (c) other issuances (other than to current or former employees, consultants or directors) of equity securities or options or rights to acquire equity securities with value (as reasonably determined by the Board of Directors), not in excess of $50,000,000 in the aggregate and (d) issuances in connection with a recapitalization or reclassification transaction approved pursuant to Section 2.2.5.

2.2.11. Bankruptcy, etc. Commence a voluntary case under the U.S. bankruptcy code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; consent to the entry of an order for relief in an involuntary case, or the conversion of an involuntary case to a voluntary case, under any such law; consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; make a general assignment for the benefit of creditors; or adopt a plan of complete or partial liquidation or dissolution.

2.2.12. Boards of Directors; Committees. Prior to the closing of the Initial Public Offering, (a) expand the number of members of the Board to more than the sum of (i) the then current number of Principal Investor Groups and (ii) three, (b) elect any director to the Board pursuant to Section 4.5.2 of the certificate of incorporation of the Company, provided that any director so elected (other than the CEO Director) will be Independent, (c) remove a director pursuant to Section 4.5.3 of the certificate of incorporation of the Company who was elected pursuant to Section 4.5.2 of the certificate of incorporation of the Company, (d) fill any vacancy on the Board of Directors pursuant to Section 4.5.4(ii) of the certificate of incorporation of the Company, (e) modify the composition of any Board Committee other than in accordance with the terms of this Agreement, (f) create any new Board Committee to which the Board delegates authority (which, if approved by the Majority Principal Investors must be a delegation of authority not inconsistent with this Agreement and is in accordance with Section 2.6) or (g) amend Section 2.7 hereof.

2.2.13. Agreements or Commitments. Enter into any agreement or otherwise obligate or commit the Company or any of its subsidiaries to do any of the foregoing.

2.3. Actions that Require Board Approval. In addition to any other approval required by this Agreement or the certificate of incorporation or limited liability company agreement, as applicable, of the Company, Lowerco, Holdings, LLC or Opco or by applicable law, the approval of the Board (or a committee thereof to which it delegates authority with respect to such matter in accordance with this Agreement) shall be required for any of the Company, Lowerco, Holdings, LLC or Opco to take any of the following actions, and the Company, Lowerco, Holdings, LLC and Opco shall not, and shall cause their respective subsidiaries not to, take any of the following actions without the approval of the Board (or a committee thereof to which it delegates authority with respect to such matter in accordance with this Agreement):

2.3.1. Joint Ventures and Alliances. Enter into any joint venture or strategic alliance which, together with all related transactions, has an aggregate value in excess of $10,000,000.

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2.3.2. Acquisition of Assets. Enter into or effect any transaction or series of related transactions involving the purchase, rent, lease in, license in, exchange or other acquisition (whether by merger, consolidation or otherwise) by the Company or any of its direct or indirect subsidiaries of any assets (including equity interests in any Person) for consideration (including assumed liabilities) having a fair market value (as reasonably determined by the Board) in excess of $10,000,000, other than (a) transactions between and among any of the Company and its direct or indirect wholly-owned subsidiaries and (b) purchases, rentals, leases, licenses, exchanges or other acquisitions of inventory, equipment and supplies in the ordinary course of business.

2.3.3. Sale of Assets. Enter into or effect any transaction or series of related transactions, involving the sale, lease out, license out, exchange or other disposal (including by merger, consolidation or otherwise) by the Company or any of its direct or indirect subsidiaries of any assets (including equity interests in any Person) for consideration (including assumed liabilities) having a fair market value (as reasonably determined by the Board) in excess of $10,000,000, other than (a) transactions between and among any of the Company and its direct or indirect wholly-owned subsidiaries and (b) sales, leases, licensing, exchanges or other disposition of products of the Company’s business in the ordinary course of business.

2.3.4. Indebtedness; Investments, etc. Other than borrowings under the Existing Debt Documents or any other debt agreement which was previously approved by the Requisite Principal Investors, (a) incur any indebtedness, assume, guarantee, endorse or otherwise as an accommodation become responsible for the indebtedness of any other Person (provided that the Company or any of its direct or indirect subsidiaries may provide cross-guarantees for any indebtedness that has been approved under this Section 2.3.4), issue any debt securities, enter into any agreement under which it may incur indebtedness or issue debt securities in the future, in excess of $10,000,000 or (b) make any loan, advance or capital contribution to any Person (other than the Company or any of its subsidiaries), in each case outstanding at any time, in an amount in excess of $10,000,000.

2.3.5. Agreements or Commitments. Enter into any agreement or otherwise obligate or commit the Company or any of its subsidiaries to do any of the foregoing.

2.4. Other Restricted Actions.

2.4.1. In addition to any approval required by Section 2.1, 2.2 or 2.3, any transaction or agreement between the Company or one of its subsidiaries, on the one hand, and a member of a Principal Investor Group or one of its Affiliates, on the other, shall require the consent of the Principal Investor Majority unless such transaction (i) is entered into in the ordinary course of business of (A) the Company or such subsidiary and (B) the applicable member of a Principal Investor Group or applicable Affiliate, (ii) is negotiated by employees of the Company or such subsidiary that are not executive officers of the Company, or Affiliates of such Principal Investor Group, (iii) is on terms comparable to those that would be received on an arms’ length basis and (iv) does not involve the payment of funds to, or the provision of services by, the Principal Investor

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Group, provided that this Section 2.4.1 shall not apply to any purchase of debt by an Affiliate of a Principal Investor or any transaction between such Affiliate and the Company or one of its subsidiaries related to the ownership of such debt, provided such purchase or transaction is on terms (except with respect to relief from all or part of any underwriting or placement fee applicable to such purchase or transaction) comparable to those offered to unaffiliated third parties with respect to such debt.

2.4.2. Each of the Principal Investor Groups agrees that it will not amend, modify or waive any of the following, unless such amendment, modification or waiver is approved by each Principal Investor Group:

(i) any provision of Section 3 (Transfer Restrictions), Section 5 (Holder Lock-Up) or Section 8 (Legends) of the Stockholders Agreement or Section 4 (Transfer Restrictions) or Section 9 (Legends) of the Participation, Registration Rights and Coordination Agreement, or any other provision of this Agreement or the Stockholders Agreement or the Participation, Registration Rights and Coordination Agreement that imposes additional transfer restrictions on the Principal Investors or reduces the transfer restrictions imposed on any Principal Investor without a corresponding reduction in the transfer restrictions imposed on all other Principal Investors;

(ii) any provision of Section 4 of the Stockholders Agreement (Tags and Drags) that (x) reduces the Principal Investors’ rights as a Participating Seller (or their right to become a Participating Seller) under Section 4.1 of the Stockholders Agreement or (y) increases the Principal Investors’ obligations as a Participating Seller (or adversely modifies the circumstances under which they can be required to be a Participating Seller);

(iii) any provision of the definition of Principal Investor Group in the Stockholders Agreement, the Participation, Registration Rights and Coordination Agreement or this Agreement that narrows such definition so as to raise the threshold criteria to remain a Principal Investor Group;

(iv) the Information Rights available to the Principal Investors under Section 7.1 of the Participation, Registration Rights and Coordination Agreement in a manner that reduces such rights;

(v) the definitions of Participation Shares or Participation Portion in the Participation, Registration Rights and Coordination Agreement that reduces the rights of a Principal Investor to participate in issuances of securities pursuant to Section 2 thereof;

(vi) prior to the Initial Public Offering, the definition of Minimum Total Combined Investment in the certificate of incorporation of the Company that increases the number of shares of Common Stock threshold set forth therein or any amendment to Section 4.10.3 of such certificate of incorporation;

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(vii) prior to the Initial Public Offering, Section 4.5 of the certificate of incorporation of the Company in a manner that reduces the number of directors each Principal Investor Group is entitled to elect;

(viii) Section 11.7 or 11.8 of the Stockholders Agreement, Section 11.7 or 11.8 of the Participation, Registration Rights and Coordination Agreement;

(ix) Section 3 of the Participation, Registration Rights and Coordination Agreement that materially reduces or restricts the rights of a Principal Investor to initiate or participate in registered offerings of Common Stock;

(x) Section 9.9 of this Agreement that materially reduces the indemnification rights set forth therein;

(xi) Sections 2.4.1, 2.11, 2.12, 6.1 or 6.2 hereof or the definition of “VCOC Event” herein;

(xii) Section 8.3 of the Participation, Registration Rights and Coordination Agreement and Section 9.3 of the Stockholders Agreement that materially reduces or restricts the rights of a Principal Investor to withdraw from such agreements; or

(xiii) the certificate of incorporation of the Company to effect a reverse stock split in which any of the Stock held by any Principal Investor is converted into the right to receive cash in lieu of a fractional share;

provided, that any amendment to the definitions used in such provisions (only to the extent any such amendment would have an effect contrary to the intent set forth in any of clauses (i) through (xiii) immediately above) shall also require the consent of each Principal Investor Group; provided, further, that the consent of any Principal Investor or Principal Investor Group, as applicable, shall be required for any amendment, modification or waiver to the Stockholders Agreement, the Participation, Registration Rights and Coordination Agreement, the certificate of incorporation of the Company or Lowerco or this Agreement that Discriminates against the rights of such Principal Investor or Principal Investor Group, as applicable, as compared to the other Principal Investors or Principal Investor Groups, as applicable; provided, however, that notwithstanding any provision to the contrary, the certificate of incorporation of the Company may be amended in any way in connection with the Initial Public Offering so long as the Requisite Principal Investors consent to such amendment and such amendment does not Discriminate against any Principal Investor or Principal Investor Group that has not consented thereto.

2.5. Chairman of the Board. The Company shall, and each Principal Investor shall use its reasonable best efforts to, cause the Class A-1 Director to serve at all times as the Chairman of the Board.

2.6. Committees. The Company shall, and each Principal Investor shall use its reasonable best efforts to, cause the Board to maintain the following committees: (a) an

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Executive Committee, (b) an Audit Committee, (c) a Compensation Committee, (d) a Nominating and Corporate Governance Committee and (e) a Data Center Oversight Committee and (f) any other committee as the Board shall determine in its discretion, subject to Section 2.2.12; provided, that the appointment of a committee and/or the delegation of board authority to a committee shall be accomplished in accordance with the by-laws of the Company, subject to Section 2.2.12.

2.6.1. Executive Committee. The Executive Committee will be comprised of the directors elected by the Designated Principal Investor Groups, except to the extent any Designated Principal Investor Group waives its right to have its elected director be a member of the Executive Committee. The Executive Committee will be chaired by the Chairman of the Board. The role of the Executive Committee will be solely to call Board meetings, set the agenda for such meetings, identify issues to be considered by the Board and liaise with the Company’s, and its subsidiaries’, management.

2.6.2. Modification Upon an IPO. In conjunction with the Initial Public Offering, the provisions of this Section 2.6 shall be amended as necessary to comply with any applicable law or the standards required by any securities exchange on which stock of the Company will be listed or other market on which stock of the Company is authorized for quotation (including, if applicable, the National Association of Securities Dealers, Inc. Automated Quotation System).

2.7. Lowerco’s, Holdings’s, LLC’s and Opco’s Directors and Managers. The Company will cause the boards of directors or managers, as applicable, of Lowerco, Holdings, LLC and Opco to consist at all times of the same members as the Board of the Company at such time; provided, that a Principal Investor Group may, by notice to the Company and the other Principal Investor Groups, have a different person serve as a director or manager, as applicable, of Lowerco, Holdings, LLC and/or Opco than such Principal Investor Group elected to the board of the Company; provided, further, that the number of director designees of each Principal Investor Group with respect to any such other board composition shall be in proportion to the number of director designees of each Principal Investor Group with respect to the Board of the Company and each Principal Investor Group with a director designee on the Board of the Company shall have the right to nominate at least one member to each such board of directors unless no Principal Investor Group has any director designees on such board (and the Company shall cause, and, where applicable, shall cause its subsidiaries to cause, such nominee at be elected to such boards). Opco shall, and the Company shall use its best efforts to, cause the board of directors of, Opco to maintain at all times such committees as the Company at such time, with the same member composition; provided, that a Principal Investor Group may, by notice to the Company and the other Principal Investor Groups, have a different person serve on a committee of Opco than serves on the corresponding committee for the Company.

2.8. Operating Committee. The Principal Investor Groups will create an operating committee (the “Operating Committee”) to work with management of the Company and provide advice to the Board, when requested to do so, with respect to any matter, including acquisitions, dispositions, financings and operating performance. Each Principal Investor Group shall be permitted to designate one representative (who shall not be a director of the Company or a designated Board Observer) to participate on the Operating Committee, and shall be permitted to

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remove and replace such designee from time to time, provided that a Principal Investor Group’s designee shall be automatically removed (and not replaced) at such time as such Principal Investor Group ceases to be a Principal Investor Group in accordance with the definition thereof. The Company shall present, and shall cause each of its direct and indirect subsidiaries to present to the Operating Committee for its review, any transaction of a sort otherwise described in any of Section 2.3.1 through 2.3.4 but which has a transaction value of at least $5,000,000 but less than $10,000,000 prior to entering into, or committing to enter into, such transaction.

2.9. Board Observers. The certificate of incorporation of the Company shall provide that each Principal Investor Group shall be permitted to designate one non-voting observer to the Board (a “Board Observer”) for so long as such Principal Investor Group retains the right to appoint a director to the Board. The certificate of incorporation of the Company shall further provide that (a) if a director of the Company who was elected by a Principal Investor Group communicates through the Board Observer designated by such Principal Investor Group to the chair of the meeting or the secretary of the Company that such director opposes a motion or matter to be considered by the Board at a meeting at which such director is not in attendance, then such motion or matter shall not be approved unless the number of directors voting in favor of such motion or matter is a majority of the sum of (i) the number of directors voting on such motion or matter and (ii) the number of directors not in attendance who have communicated opposition to such motion or matter through their respective Board Observers and (b) if the Board at any meeting considers any motion or matter that was not set forth in the notice of the meeting sent to the directors, such a motion or matter shall not be approved unless the number of directors voting in favor of such motion or matter is at least a majority of the sum of (i) the number of directors voting on such motion or matter and (ii) the number of Board Observers who express opposition to such motion or matter or the consideration of such motion or matter on the grounds that it was not set forth in the notice of such meeting, and who were designated by Principal Investor Groups whose elected directors are not in attendance at such meeting. The certificate of incorporation of the Company shall also provide that notice shall be sent to the directors of any motion or matter that is not approved in accordance with the certificate of incorporation provisions described in this Section 2.9, and the Board shall later reconsider such motion at a subsequent meeting.

2.10. The Company, LLC, Lowerco and Holdings. The Company, LLC, Lowerco and Holdings will not give effect to any action by any Principal Investor or any other Person which is in contravention of this Section 2.

2.11. Post-IPO Governance. In connection with the Initial Public Offering, the Company shall adopt a governance structure (and amend Section 2 of this Agreement accordingly) approved by the Requisite Principal Investors, which governance structure shall provide, among other things, for each Principal Investor Group to be able to designate one member of the board of directors of the Company, except to the extent a Principal Investor Group waives such right with respect to itself, and, if necessary to give effect to such rights, the Principal Investors shall enter into a voting agreement to effect such board designation rights.

2.12. Recapitalization Transaction Drag Along. Following the occurrence, and during the continuance of, a VCOC Event, each Principal Investor and the Company agree to use commercially reasonable efforts to cure such VCOC Event. In the event that the VCOC Event

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cannot be cured by such efforts, for so long as such VCOC Event is continuing, each Principal Investor agrees that it shall exercise its power under Section 4.3 of the Stockholders Agreement to effect a Recapitalization Transaction (as defined in the Stockholders Agreement) as soon as reasonably practicable if it is requested to do so in writing by either (a) the Majority VCOC Investors following their reasonable determination in good faith that a VCOC Event has occurred and is continuing or (b) any VCOC Investor who delivers to the Company and the other Principal Investors (i) an opinion of outside counsel of national standing to the effect that if such VCOC Investor’s investment in the Shares issued by the Company ceases to qualify as a “venture capital investment”, then such VCOC Investor would likely cease to qualify as a Venture Capital Operating Company at the end of its next “annual valuation period” (which opinion may assume that a VCOC Event has occurred and is continuing) and (ii) a certificate of an officer of such VCOC Investor certifying that (A) such VCOC Investor has reasonably determined, in good faith, that a VCOC Event has occurred and is continuing and (B) such VCOC Investor has been unable to regain its qualification as a Venture Capital Operating Company through other commercially reasonable efforts. For the avoidance of doubt, the requirement to use “commercially reasonable efforts” under this Section 2.12 shall not be interpreted to require any VCOC Investor to acquire or dispose of any portfolio investment. The terms and conditions of any such recapitalization transaction shall be determined by the Requisite Principal Investors, but shall be intended to cure the VCOC Event.

2.13. Period. Each of the foregoing provisions of this Section 2 shall expire on the earliest of (a) a Change of Control, (b) to the extent so determined by the Requisite Principal Investors, in the case of Sections 2.1 and 2.2, the Initial Public Offering or at any time thereafter, (c) in the case of Sections 2.7 through 2.9, the Initial Public Offering and (d) with respect to any particular provision, the last date permitted by applicable law (including the rules of the Commission and any exchange upon which equity securities of the Company might be listed).

2.14. Proxies. Each Principal Investor agrees that it shall not vote the Shares of any other Principal Investor pursuant to the proxies granted under Sections 2.1 and 2.2 of the Stockholders Agreement in any manner inconsistent with this Agreement, the Participation, Registration Rights and Coordination Agreement or the Stockholders Agreement.

3. TRANSFER RESTRICTIONS.

3.1. Permitted Transferees. Any Permitted Transferee receiving Shares from a Principal Investor in a Transfer pursuant to Section 3.1.1, 3.1.4(b) or (c) or 3.1.5 of the Stockholders Agreement shall be subject to the terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and in the same capacity, as the Principal Investor that Transfers the Shares to such Permitted Transferee as if such Permitted Transferee were such Principal Investor. Prior to the initial Transfer of any Shares to any Permitted Transferee pursuant to Section 3.1.1, 3.1.4(b) or (c) or 3.1.5 of the Stockholders Agreement, and as a condition thereto, each holder of Shares effecting such Transfer shall (a) cause such Permitted Transferee to deliver to the Company and each of the Principal Investors (other than the transferor) its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (b) remain directly liable for the performance by the Permitted Transferee of all obligations of such Permitted Transferee under this Agreement. Shares

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transferred to any Person (other than a Permitted Transferee receiving Shares from a Principal Investor in a Transfer pursuant to Section 3.1.1, 3.1.4(b) or (c) or 3.1.5 of the Stockholders Agreement) shall cease to be Shares for all purposes of this Agreement.

3.2. Transfers Between Principal Investor Groups. No Principal Investor shall Transfer Shares to another Principal Investor who is not a Permitted Transferee without the consent of the Requisite Principal Investors, provided that, for purposes of calculating the Requisite Principal Investors for this Section 3.2 only, the Principal Investors Groups of which the Principal Investors who are the prospective transferor and transferee shall be disregarded.

4. COVENANTS.

4.1. Annual Budget. In connection with the approval rights afforded to the Principal Investor Groups under Section 2.1.2, the Company will furnish each Principal Investor Group with a proposed annual operating budget for the Company and its subsidiaries, as well as any proposed material modifications to such budget or notice of any proposed action that is or would be reasonably likely to result in material variance therefrom.

4.2. Directors’ and Officers’ Insurance. The Company shall purchase, within a reasonable period following the Closing, and maintain for such periods as the Board shall in good faith determine, at its expense, insurance in an amount determined in good faith by the Board to be appropriate (provided that such amount shall not be lower than $25,000,000 unless otherwise agreed by the Majority Principal Investors), on behalf of any person who after the Closing is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including any direct or indirect subsidiary of the Company, against any expense, liability or loss asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, subject to customary exclusions. The provisions of this Section 4.2 shall survive any termination of this Agreement.

4.3. Expenses. All reasonable costs and expenses incurred by any current or former Principal Investor in exercising or enforcing any rights afforded to such current or former Principal Investor under this Agreement, the Participation, Registration Rights and Coordination Agreement, the Stockholders Agreement or the certificates of incorporation or limited liability company agreement, as applicable, of any of the Company, Lowerco, Holdings, LLC or Opco, shall be paid or reimbursed by the Company. Costs and expenses subject to the preceding sentence shall include, without limitation all attorneys’ fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, to the extent applicable in a particular instance. Each Principal Investor shall be entitled to payment or reimbursement under this Section 4.3 for so long as such Principal Investor owns securities issued by the Company or its direct or indirect subsidiaries, irrespective of whether such Principal Investor ceases to be a Principal Investor in accordance with the definition thereof.

4.4. Annual Valuation. The Board shall, at least annually, provide each Principal Investor with a good faith estimate of the then current fair market value of the shares of each class of Stock then outstanding.

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5. REMEDIES.

5.1. Generally. The parties shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies which may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances.

6. LEGENDS.

6.1. Restrictive Legend. Each certificate representing Shares issued or transferred to a Principal Investor shall have the following legend endorsed conspicuously thereupon:

“THE VOTING OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, AND THE SALE, ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF A PRINCIPAL INVESTOR AGREEMENT TO WHICH THE ISSUER AND CERTAIN OF ITS STOCKHOLDERS ARE PARTY. SUCH AGREEMENT INCLUDES RESTRICTIONS AND LIMITATIONS ON THE TRANSFER OF SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE ISSUER OR OBTAINED FROM THE ISSUER WITHOUT CHARGE UPON REQUEST.”

Any Person who acquires Shares which are not subject to all or part of the terms of this Agreement shall have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares.

6.2. Stop Transfer Instruction. The Company or Lowerco will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legend, this Agreement, the Stockholders Agreement and the Participation, Registration Rights and Coordination Agreement are satisfied.

6.3. Classes of Shares Separately Transferable. A Transfer that otherwise satisfies the requirements of this Agreement, the Participation, Registration Rights and Coordination Agreement, the Stockholders Agreement and any other applicable agreements may include Shares of any one or more class(es).

7. AMENDMENT, TERMINATION, ETC.

7.1. Oral Modifications. This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective.

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7.2. Written Modifications. Subject to Section 2.4.2. this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Principal Investors; provided, however, that:

(a) the consent of the Requisite Principal Investors shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of (i) the provisions of Section 2.2 or 2.3, (ii) any provision requiring consent of the Requisite Principal Investors, or (iii) this clause (a) of Section 7.2;

(b) the consent of each of the Principal Investor Groups shall be required for any Amendment of (i) the provisions of Section 2.4.2, (ii) any provision requiring unanimous consent of the Principal Investor Groups, or (iii) this clause (b) of Section 7.2;

(c) the consent of each Principal Investor or Principal Investor Group, as applicable, shall be required for any Amendment that Discriminates against the rights of such Principal Investor or Principal Investor Group, as applicable, as such under this Agreement as compared to the other Principal Investors or Principal Investor Groups, as applicable.

Each such Amendment shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right of such holder hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.

7.3. Withdrawal from Agreement. Any holder of Shares who ceases to be a member of a Principal Investor Group (each such holder, a “Withdrawing Holder”) shall cease to be a party to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that any such Withdrawing Holder shall retain the indemnification rights pursuant to Section 9.9 hereof with respect to any matter that (a) may be an Indemnified Liability and (b) occurred prior to such withdrawal.

7.4. Termination; Effect of Termination. This Agreement shall terminate and, except as provided herein, be of no further effect, at such time as there are no longer any Principal Investors. No termination under this Agreement shall relieve any Person of liability for breach prior to termination. In the event this Agreement is terminated, each Principal Investor shall retain (a) the right to payment and reimbursement of certain expenses in accordance with Section 4.3 and (b) the indemnification, contribution and reimbursement rights pursuant to Section 9.9 hereof with respect to any matter that (i) may be an Indemnified Liability and (ii) occurred prior to such termination.

8. DEFINITIONS. For purposes of this Agreement:

8.1. Certain Matters of Construction. In addition to the definitions referred to or set forth below in this Section 8:

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(i) The words “hereof”, “herein”, “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement shall include all subsections thereof;

(ii) The word “including” shall mean including, without limitation;

(iii) Definitions shall be equally applicable to both nouns and verbs and the singular and plural forms of the terms defined; and

(iv) The masculine, feminine and neuter genders shall each include the other.

8.2. Definitions. The following terms shall have the following meanings:

“A and L Proceeds” shall have the meaning set forth in the Recitals.

“Affiliate” shall mean, with respect to any specified Person, (a) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise); provided, however, that neither the Company nor any of its subsidiaries shall be deemed an Affiliate of any of the Stockholders (and vice versa), (b) if such specified Person is an investment fund, any other investment fund the primary investment advisor to which is the primary investment advisor to such specified Person or an Affiliate thereof and (c) if such specified Person is a natural Person, any Family Member of such natural Person. Notwithstanding the foregoing, for all purposes of this Agreement, Integral Capital Partners VII, L.P. and its Affiliates will be considered Affiliates of Silver Lake Partners II, L.P. and Silver Lake Technology Investors II, L.L.C. and their respective Affiliates.

“Affiliated Fund” shall mean, with respect to any specified Person, an investment fund that is an Affiliate of such Person or that is advised by the same investment adviser as such Person or by an Affiliate of such investment adviser or such person.

“Agreement” shall have the meaning set forth in the Preamble.

“Amendment” shall have the meaning set forth in Section 7.2.

“Bain Investors” shall mean, as of any date, Bain Capital Integral Investors, LLC and BCIP TCV, LLC, and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Blackstone Investors” shall mean, as of any date, Blackstone Capital Partners IV L.P., Blackstone Capital Partners IV-A L.P., Blackstone Family Investment Partnership IV-A L.P., Blackstone Participation Partnership IV L.P., Blackstone GT Communications Partners L.P. and Blackstone Family Communications Partnership L.P., and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

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“Board” shall mean the board of directors of the Company.

“Board Observer” shall have the meaning set forth in Section 2.9.

“Business” means Opco’s businesses after the Closing, which consist of four separate businesses: (a) the availability services business segment, (b) the investment support systems business segment, (c) the higher education systems business segment and (d) the public sector systems business segment. For purposes of this Agreement, any future business acquired by Opco after Closing that is not included in the Availability Services Business will automatically be considered part of the Financial Systems Business, Higher Education Systems Business or Public Sector Business, as determined by the Board in its sole discretion.

“business day” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.

“CEO Director” shall have the meaning given to such term in the Company’s certificate of incorporation as in effect on the date hereof.

“Change of Control” shall mean the occurrence of (a) any consolidation or merger of the Company with or into any other Person, or any other corporate reorganization, transaction or Transfer of securities of the Company by its stockholders, or series of related transactions (including the acquisition of capital stock of the Company), whether or not the Company is a party thereto, in which the stockholders of the Company immediately prior to such consolidation, merger, reorganization or transaction, own, directly or indirectly, capital stock either (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the equity economic interests in or voting power of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction or (ii) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors or other similar governing body of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction, (b) any transaction or series of related transactions, whether or not the Company is a party thereto, after giving effect to which in excess of fifty percent (50%) of the Company’s voting power is owned directly, or indirectly through one or more entities, by any Person and its “affiliates” or “associates” (as such terms are defined in the Exchange Act Rules) or any “group” (as defined in the Exchange Act Rules), other than Qualified Institutional Investors (and in the case of a “group”, excluding a percentage of such “group” equal to the percentage of the voting power of such group controlled by any Qualified Institutional Investors), excluding, in any case referred to in clause (a) or (b) any Initial Public Offering or any bona fide primary or secondary public offering following the occurrence of an Initial Public Offering; or (c) a sale, lease or other disposition of all or substantially all of the consolidated assets of the Company. For the avoidance of doubt, none of the following shall, in and of itself, constitute a “Change of Control”: (x) a spin-off of one of the Businesses, a sale of one of the Businesses or a comparable transaction or (y) a transaction in which, after giving effect thereto, the Principal Investors and their Affiliates continue to own, directly or indirectly, more than fifty percent (50%) of the equity economic interests or voting

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power of (i) the Company or other surviving entity in the case of a transaction of the sort described in clause (a) above, (ii) of the Company in the case of a transaction of the sort described in clause (b) above or (iii) of the acquiring entity in the case of a transaction of the sort described in clause (c) above.

“Class A-1 Director” shall mean any director of the Company elected by the holders of Class A-1 Common Stock in accordance with the Company’s certificate of incorporation.

“Class A-2 Director” shall mean any director of the Company elected by the holders of Class A-2 Common Stock in accordance with the Company’s certificate of incorporation.

“Class A-3 Director” shall mean any director of the Company elected by the holders of Class A-3 Common Stock in accordance with the Company’s certificate of incorporation.

“Class A-4 Director” shall mean any director of the Company elected by the holders of Class A-4 Common Stock in accordance with the Company’s certificate of incorporation.

“Class A-5 Director” shall mean any director of the Company elected by the holders of Class A-5 Common Stock in accordance with the Company’s certificate of incorporation.

“Class A-6 Director” shall mean any director of the Company elected by the holders of Class A-6 Common Stock in accordance with the Company’s certificate of incorporation.

“Class A-7 Director” shall mean any director of the Company elected by the holders of Class A-7 Common Stock in accordance with the Company’s certificate of incorporation.

“Class A Stock” shall mean the Class A Common Stock, par value $.001 per share, of the Company, which is comprised of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock, Class A-7 Common Stock and Class A-8 Common Stock.

“Class A and L Proceeds” shall have the meaning set forth in the Recitals.

“Class L Stock” shall mean the Class L Common Stock, par value $.001 per share, of the Company.

“Closing” shall have the meaning set forth in Section 1.1.

“Commission” shall mean the Securities and Exchange Commission.

“Common Stock” shall mean the common stock of the Company, including the Class A Stock and the Class L Stock.

“Company” shall have the meaning set forth in the Preamble.

“Convertible Securities” shall mean any evidence of indebtedness, shares of stock (other than Stock) or other securities (other than Options and Warrants) which are directly or indirectly convertible into or exchangeable or exercisable for shares of Stock.

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“Designated Principal Investor Groups” shall mean, as of any time of determination, (a) if at such time there are more than five Principal Investor Groups, the five (or more if necessary to accommodate “ties”) Principal Investor Groups who then hold the greatest number of shares of Common Stock and (b) at any other time, all of the Principal Investor Groups.

“Discriminate” means, with respect to a specified party, to discriminate against such specified party as compared to other applicable parties.

“Equivalent Shares” shall mean, at any date of determination, (a) as to any outstanding shares of Stock, such number of shares of Stock and (b) as to any outstanding Options, Warrants or Convertible Securities which constitute Shares, the maximum number of shares of Stock for which or into which such Options, Warrants or Convertible Securities may at the time be exercised, converted or exchanged (or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the transaction or circumstance in connection with which the number of Equivalent Shares is to be determined).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Exchange Act Rules” shall mean the rules adopted by the Commission under the Exchange Act.

“Existing Debt Documents” shall mean (a) the Credit Agreement, dated as of August 11, 2005, among SDS, Solar Capital, SunGard UK Holdings Limited, the other Overseas Borrowers from time to time party thereto, LLC, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the other Lenders party thereto, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as Co-Syndication Agents, and Barclays Bank PLC and The Royal Bank of Canada, as Co-Documentation Agents, (b) the SunGard Insured Receivables Facility Insured Receivables Credit Agreement, dated as of August 11, 2005, among SunGard Funding LLC, as Borrower, the persons parties thereto as Conduit Lenders, Committed Lenders and Funding Agents, Financial Guaranty Insurance Company, as Insurer, and JPMorgan Chase Bank, N.A., as Administrative Agent and (c) the SunGard Bridge Receivables Facility Bridge Receivables Credit Agreement, dated as of August 11, 2005, among SunGard Funding II LLC, as Borrower, the persons parties thereto as Committed Lenders and Funding Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent, in each case as in effect on the date hereof and without giving effect to any amendment, modification or waiver thereto.

“Family Member” shall mean, with respect to any natural Person, (a) any lineal descendant or ancestor or sibling (by birth or adoption) of such natural Person, (b) any spouse or former spouse of any of the foregoing, (c) any legal representative or estate of any of the foregoing, or the ultimate beneficiaries of the estate of any of the foregoing, if deceased, (d) any not-for-profit corporation or private charitable foundation and (e) any trust or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing Persons described in clauses (a) through (d) above.

“GS Investors” shall mean, as of any date, GS Capital Partners 2000, L.P., GS Capital Partners 2000 Employee Fund, L.P., GS Capital Partners 2000 Offshore, L.P., Goldman Sachs Direct Investment Fund 2000, L.P., GS Capital Partners 2000 GmbH & Co. Beteiligungs KG,

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GS Capital Partners V Fund, L.P., GS Capital Partners V Offshore Fund, L.P., GS Capital Partners V GmbH & Co. KG and GS Capital Partners V Institutional, L.P., and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Holdings” shall have the meaning set forth in the Preamble.

“Indemnified Liabilities” shall have the meaning set forth in Section 9.9.

“Indemnitees” shall have the meaning set forth in Section 9.9.

“Independent” shall mean a person who (a) is not an officer, employee, general partner, director or person performing similar functions of any of the Company, its direct and indirect subsidiaries or any Principal Investor and (b) prior to such person’s nomination as a director, has disclosed to each of the Principal Investors any current or past material relationship between such person and any of the Company, its direct and indirect subsidiaries, any Principal Investor or any Affiliate of a Principal Investor.

“Initial Public Offering” shall mean the initial underwritten Public Offering registered on Form S-1 (or any successor form under the Securities Act).

“Investors” shall have the meaning given to such term in the Participation, Registration Rights and Coordination Agreement.

“KKR Investors” shall mean, as of any date, KKR Millennium Fund L.P. and KKR Partners III, L.P., and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“LLC” shall have the meaning set forth in the Preamble.

“Lowerco” shall have the meaning set forth in the Preamble.

“Majority Bain Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Bain Investors.

“Majority Blackstone Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Blackstone Investors.

“Majority GS Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the GS Investors.

“Majority in Interest” shall mean with respect to Shares of one or more class(es), a majority in number of such Shares.

“Majority KKR Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the KKR Investors.

“Majority Principal Investors” shall mean, as of any applicable time, (a) Principal Investor Groups who, in the aggregate, hold a Majority in Interest of the Common Stock then

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held by all Principal Investor Groups in the aggregate and (b) if there are more than five Principal Investor Groups, Designated Principal Investor Groups who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Designated Principal Investor Groups in the aggregate.

“Majority Providence Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Providence Investors.

“Majority Silver Lake Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Silver Lake Investors.

“Majority TPG Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the TPG Investors.

“Majority VCOC Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the VCOC Investors.

“Manager Designees” shall have the meaning set forth in the Stockholders Agreement.

“Managers” shall have the meaning set forth in the Stockholders Agreement.

“Merger” shall have the meaning set forth in the Recitals.

“Merger Agreement” shall have the meaning set forth in the Recitals.

“Opco” shall have the meaning set forth in the Recitals.

“Operating Committee” shall have the meaning set forth in Section 2.8.

“Options” shall mean any options to subscribe for, purchase or otherwise directly acquire Stock, other than any such option held by the Company or Lowerco or any direct or indirect subsidiary thereof, or any right to purchase Shares pursuant to the Stockholders Agreement.

“Participation, Registration Rights and Coordination Agreement” shall have the meaning set forth in the Recitals.

“Permitted Transferee” shall mean, in respect of any Principal Investor, (a) any Affiliate or Affiliated Fund of such Principal Investor or (b) any successor entity or, with respect to a Principal Investor organized as a trust, any successor trustee or co-trustee of such trust, only to the extent such transferee agrees to be bound by the terms of this Agreement in accordance with Section 3.1 and the Stockholders Agreement. In addition, any Stockholder shall be a Permitted Transferee of the Permitted Transferees of itself and any member of a Principal Investor Group shall be a Permitted Transferee of any other member of such Principal Investor Group.

“Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

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“Preferred Stock” shall mean the 11.5% Cumulative Preferred Stock, par value $.001 per share, of Lowerco.

“Principal Investor” shall have the meaning set forth in the Preamble.

“Principal Investor Group” shall mean any one of (a) the Bain Investors, collectively, (b) the Blackstone Investors, collectively, (c) the GS Investors, collectively, (d) the KKR Investors, collectively, (e) the Providence Investors, collectively, (f) the Silver Lake Investors, collectively and (g) the TPG Investors, collectively; provided, however, that any such Principal Investor Group shall cease to be a Principal Investor Group at such time after the Closing, and at all times thereafter, as such Principal Investor Group ceases to hold Shares representing a Total Combined Investment (as defined in the Company’s certificate of incorporation as in effect on the date hereof) of at least the Minimum Total Combined Investment (as defined in the Company’s certificate of incorporation as in effect on the date hereof); provided, further, that no adjustment pursuant to the Company’s certificate of incorporation to the “Minimum Total Combined Investment” shall cause any former Principal Investor Group to again become a Principal Investor Group. Where this Agreement provides for the vote, consent or approval of any Principal Investor Group, such vote, consent or approval shall be determined by the Majority Bain Investors, the Majority Blackstone Investors, the Majority GS Investors, the Majority KKR Investors, the Majority Providence Investors, the Majority Silver Lake Investors, or the Majority TPG Investors, as the case may be, except as otherwise specifically set forth herein.

“Principal Investor Majority” shall mean, with respect to a transaction between the Company or one of its subsidiaries on the one hand and a Principal Investor Group (or any member thereof) or one of its, or their, Affiliates on the other (a “Related Affiliate”), (a) Principal Investor Groups that are not and whose Affiliates are not Related Affiliates and who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Principal Investor Groups that are not and whose Affiliates are not a Related Affiliate with respect to such transaction, or (b) if each Principal Investor Group and/or an Affiliate of each Principal Investor Group is a Related Affiliate with respect to such transaction, the Majority Principal Investors.

“Proceeds” shall have the meaning set forth in the Recitals.

“Providence Investors” shall mean, as of any date, Providence Equity Partners V LP and Providence Equity Partners V-A LP, and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Public Offering” shall mean a public offering and sale of Common Stock for cash pursuant to an effective registration statement under the Securities Act.

“Qualified Institutional Investors” shall mean (a) the Bain Investors; (b) the Blackstone Investors; (c) the GS Investors, (d) the KKR Investors; (e) the Providence Investors; (f) the Silver Lake Investors; (g) the TPG Investors and (h) the respective Affiliates and Affiliated Funds of the foregoing Persons.

“Recapitalization Transaction” shall have the meaning set forth in Section 10.2 of the Stockholders Agreement.

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“Related Affiliate” shall have the meaning set forth in the definition of Principal Investor Majority.

“Requisite Principal Investors” shall mean at any time the approval of Principal Investor Groups who, in the aggregate, hold a number of shares of Common Stock that is at least two-thirds of the aggregate number of shares of Common Stock then held by all Principal Investor Groups.

“Sale” shall mean a Transfer for value and the terms “Sell” and “Sold” shall have correlative meanings.

“SDS” shall have the meaning set forth in the Recitals.

“Securities Act” shall mean the Securities Act of 1933 and the rules promulgated thereunder, as amended from time to time.

“Shares” shall mean (a) all shares of Stock held by a Principal Investor, whenever issued, including all shares of Stock issued upon the exercise, conversion or exchange of any Options, Warrants or Convertible Securities and (b) all Options, Warrants and Convertible Securities held by a Principal Investor (treating such Options, Warrants and Convertible Securities as a number of Shares equal to the number of Equivalent Shares represented by such Options, Warrants and Convertible Securities for all purposes of this Agreement except as otherwise specifically set forth herein), including, in either case, any securities received in a Recapitalization Transaction in accordance with Section 4.3 of the Stockholders Agreement.

“Silver Lake Investors” shall mean, as of any date, Silver Lake Partners II, L.P., Silver Lake Technology Investors II, L.L.C. and Integral Capital Partners VII, L.P., and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Solar Capital” shall have the meaning set forth in the Preamble.

“Stock” shall mean the Common Stock and the Preferred Stock.

“Stockholders” shall have the meaning set forth in the Stockholders Agreement.

“Stockholders Agreement” shall have the meaning set forth in the Recitals.

“Subscription Agreement” shall have the meaning set forth in Section 9.3.

“Third-Party Claim” shall have the meaning set forth in Section 9.9.

“TPG Investors” shall mean, as of any date, TPG Partners IV, L.P., T³ Partners II, L.P., T³ Parallel II, L.P., TPG Solar III LLC and TPG Solar Co-Invest LLC, and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

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“Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any Shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. For the avoidance of doubt, it shall constitute a “Transfer” subject to the restrictions on Transfer contained or referenced in Section 3(a) if a transferee is not an individual, a trust or an estate, and the transferor or an Affiliate thereof ceases to control such transferee or (b) with respect to a holder of Shares which was formed for the purpose of holding Shares, there is a Transfer of the equity interests of such holder other than to a Permitted Transferee of such holder or of the party transferring the equity of such holder.

“VCOC Event” shall be deemed to occur if, because of the relative value of the Preferred Stock to the value of the common shares of Lowerco held by the Company, the Company ceases to retain a majority of both the vote and the value of Lowerco.

“VCOC Investor” shall mean each Principal Investor who is, or who is directly or indirectly substantially owned by an entity who is, intended to qualify as a Venture Capital Operating Company.

“Venture Capital Operating Company” shall mean a “venture capital operating company” within the meaning of Department of Labor Regulation Section 2510.3-101.

“Warrants” shall mean any warrants to subscribe for, purchase or otherwise directly acquire Stock.

“Withdrawing Holders” shall have the meaning set forth in Section 7.3.

9. MISCELLANEOUS.

9.1. Authority: Effect. Each party hereto represents and warrants to and agrees with each other party that (a) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound and (b) this Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except to the extent that the enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors generally and (ii) general principles of equity. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association.

9.2. Notices. Any notices and other communications required or permitted in this Agreement shall be effective if in writing and (a) delivered personally, (b) sent by facsimile or e-mail (if provided and the recipient acknowledges receipt thereof by reply e-mail or otherwise), or (c) sent by overnight courier, in each case, addressed as follows:

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If to the Company, Lowerco, Holdings, LLC or Opco, to it:

c/o SunGard Data Systems, Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Attention: General Counsel

with copies to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02210

Facsimile: (617) 951-7050

Attention: Alfred Rose, Esq.

E-mail: arose@ropesgray.com

If to a Bain Investor or the Bain Principal Investor Group, to it:

c/o Bain Capital, LLC

111 Huntington Avenue

Boston, Massachusetts 02199

Facsimile: (617) 516-2710

Attention: John Connaughton

E-mail: jconnaughton@baincapital.com

with copies to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile: (617) 951-7050

Attention: R. Newcomb Stillwell, Esq.

E-mail: nstillwell@ropesgray.com

If to a Blackstone Investor or to the Blackstone Principal Investor Group, to it:

c/o Blackstone Management Partners IV L.L.C.

345 Park Avenue, 31^st Floor

New York, NY 10154

Facsimile: (212) 583-5722

Attention: Chinh Chu

E-mail: chu@blackstone.com

with copies to:

Paul Hastings, Janofsky & Walker LLP

75 E. 55th Street

New York, NY 10022

Facsimile: (212) 230-7617

Attention: John Altorelli, Esq.

E-mail: johnaltorelli@paulhastings.com

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and

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile: (212) 455-2502

Attention: Wilson Neely, Esq.

E-mail: wneely@stblaw.com

If to a GS Investor or to the GS Principal Investor Group, to it:

c/o GS Capital Partners 2000, L.P.

85 Broad Street

New York, New York 10004

Facsimile: (212) 357-5505

Attention: Sanjeev Mehra

E-mail: sanjeev.mehra@gs.com

with copies to:

Wachtell, Lipton, Rosen & Katz

51 West 52^nd Street

New York, New York 10019

Facsimile: (212) 403-2000

Attention: Mark Gordon, Esq.

E-mail: mgordon@wlrk.com

If to a KKR Investor or to the KKR Principal Investor Group, to it:

c/o Kohlberg Kravis Roberts & Co L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

Facsimile: (650) 233-6561

Attention: James H. Greene, Jr.

E-mail: jgreene@kkr.com

with copies to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile: (212) 455-2502

Attention: David Sorkin, Esq.

E-mail: dsorkin@stblaw.com

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If to a Providence Investor or to the Providence Principal Investor Group, to it:

c/o Providence Equity Partners Inc.

50 Kennedy Plaza

18^th Floor

Providence, RI 02903

Facsimile: (401) 751-1790

Attention: Jonathan M. Nelson

E-mail: j.nelson@provequity.com

with copies to:

Weil, Gotshal & Manges LLP

100 Federal Street, 34^th Floor

Boston, MA 02110

Facsimile: (617) 772-8333

Attention: Marilyn French, Esq.

E-mail: marilyn.french@weil.com

If to a Silver Lake Investor or to the Silver Lake Principal Investor Group, to it:

c/o Silver Lake Partners

9 West 57th Street, 25th Floor

New York, NY 10019

Facsimile: (212) 981-3535

Attention: Egon Durban

E-mail: egon.durban@silverlake.com

with copies to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile: (617) 951-7050

Attention: Alfred O. Rose, Esq.

E-mail: arose@ropesgray.com

If to a TPG Investor or to the TPG Principal Investor Group, to it:

c/o Texas Pacific Group

301 Commerce Street

Fort Worth, Texas 76102

Facsimile: (817) 871-4088

Attention: David A. Spuria, Esq.

E-mail: dspuria@texpac.com

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with copies to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Facsimile: (212) 225-3999

Attention: Michael L. Ryan, Esq.

Paul J. Shim, Esq.

E-mail: mryan@cgsh.com

pshim@cgsh.com

Notice to the holder of record of any shares of capital stock shall be deemed to be notice to the holder of such shares for all purposes hereof.

Unless otherwise specified herein, such notices or other communications shall be deemed effective (x) on the date received, if personally delivered, (y) on the date received if delivered by facsimile or e-mail (subject to the recipient confirming receipt thereof in the case of e-mail) on a business day, or if not delivered on a business day, on the first business day thereafter and (z) two business days after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

9.3. Binding Effect, Etc. Except for the Stockholders Agreement, the Participation, Registration Rights and Coordination Agreement, and the Subscription Agreement dated as of August 10, 2005 among Company, Lowerco, Holdings, LLC, Solar Capital and the stockholders named therein (“Subscription Agreement”), this Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Principal Investor or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

9.4. Descriptive Heading. The descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not be construed to define or limit any of the terms or provisions hereof.

9.5. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument. A facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original.

9.6. Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or

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limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

9.7. No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Principal Investors may be partnerships or limited liability companies, each party to this Agreement covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner, member or manager of any Principal Investor or of any partner, member, manager, Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Principal Investor or any current or future member of any Principal Investor or any current or future director, officer, employee, partner, member or manager of any Principal Investor or of any Affiliate or assignee thereof, as such, for any obligation of any Principal Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

9.8. Obligations of Company, Lowerco, Holdings, LLC and Opco. Each of the Company, Lowerco, Holdings, LLC and Opco shall be jointly and severally liable for any obligation of any of the Company, Lowerco, Holdings, LLC or Opco pursuant to this Agreement.

9.9. Indemnity and Liability; Reimbursement. Each of the Company, Lowerco, Holdings, LLC and Opco, jointly and severally, will indemnify, exonerate and hold each of the Principal Investors, and each of their respective partners, shareholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents and each of the partners, shareholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ and accountants’ fees and expenses) incurred by the Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), as a result of, arising out of, or in any way relating to (i) this Agreement, the Merger Agreement, the Merger or any other transactions contemplated by the Merger Agreement, any transaction to which any of the Company, Lowerco, Holdings, LLC or Opco is a party or any other circumstances with respect to any of the Company, Lowerco, Holdings, LLC or Opco (other than any such Indemnified Liabilities to the extent such Indemnified Liabilities arise out of (A) any breach of the Stockholders Agreement, the Participation, Registration Rights and Coordination Agreement or the Subscription Agreement by such Indemnitee or its affiliated or associated Indemnitees or other related Persons or (B) any transaction entered into after the Closing or other circumstances existing after the Closing with respect to which the interests of such Indemnitee or its affiliated or associated Indemnitees were adverse to the interests of any of the Company, Lowerco, Holdings, LLC or Opco),

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(ii) operations of, or services provided by any of the Indemnitees to, any of the Company, Lowerco, Holdings, LLC or Opco, or any of their Affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of the Seller, or any of its accountants or other representatives, agents or Affiliates), (iii) the Principal Investor’s purchase and/or ownership of Shares or any other equity security of the Company, Lowerco, Holdings, LLC or Opco, or (iv) any litigation to which any Indemnitee is made a party in its capacity as a stockholder or owner of securities of the Company, Lowerco, Holdings, LLC or Opco (or party related thereto); provided that the foregoing indemnification rights shall not be available in the event that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct, and further provided that, if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company, Lowerco, Holdings, LLC and Opco will make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 9.9, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by any of the Company, Lowerco, Holdings, LLC or Opco, then such payments shall be promptly repaid by such Indemnitee to the Company, Lowerco, Holdings, LLC and Opco. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. None of the Indemnitees shall in any event be liable to any of the Company, Lowerco, Holdings, LLC or Opco or any of their Affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct. If all Principal Investor Groups are similarly situated with respect to their interests in a matter that may be an Indemnified Liability and that is not based on a Third-Party Claim, the Indemnitees may enforce their rights pursuant to this Section 9.9 only with the consent of the Majority Principal Investors (determined based on the Principal Investor Groups existing at the time of the events giving rise to such claim for indemnification). A “Third-Party Claim” means any (i) claim brought by a Person other than the Company, Lowerco, Holdings, LLC, Opco or any of their subsidiaries, a Principal Investor or any Indemnitee and (ii) any derivative claim brought in the name of the Company, Lowerco, Holdings, LLC, Opco, or any of their respective subsidiaries that is initiated by a Person other than a Principal Investor or any Indemnitee. Each of the Company, Lowerco, Holdings, LLC and Opco, jointly and severally, also agrees to reimburse each Indemnitee for any reasonable expenses incurred by such Indemnitee in connection with the maintenance of its books and records, preparation of tax returns and delivery of tax information to its partners or members in connection with the applicable Principal Investor’s investment in the Company, Lowerco, Holdings, LLC or Opco.

10. GOVERNING LAW.

10.1. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

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10.2. Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9.2 hereof is reasonably calculated to give actual notice.

10.3. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 10.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

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10.4. Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

[Signature pages follow]

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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE COMPANY:	SUNGARD CAPITAL CORP.
	By:	*
	Name:	Michael J. Ruane
	Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary
LOWERCO:	SUNGARD CAPITAL CORP. II
	By:	*
	Name:	Michael J. Ruane
	Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary
HOLDINGS:	SUNGARD HOLDING CORP.
	By:	*
	Name:	Michael J. Ruane
	Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary
LLC:	SUNGARD HOLDCO LLC
	By:	*
	Name:	Michael J. Ruane
	Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary
SOLAR CAPITAL:	SOLAR CAPITAL CORP.
	By:	*
	Name:	Michael J. Ruane
	Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary
* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:
	/s/ Michael J. Ruane
	Michael J. Ruane

[Principal Investors Agreement Signature Page]

THE INVESTORS:	SILVER LAKE PARTNERS II, L.P.
	By:	Silver Lake Technology Associates II, L.L.C., its general partner
	By:	*
	Name:	Glenn H. Hutchins
	Title:	Managing Director
	SILVER LAKE TECHNOLOGY INVESTORS II, L.L.C.
	By:	Silver Lake Management Company, L.L.C., its manager
	By:	Silver Lake Technology Management, L.L.C., its managing member
	By:	*
	Name:	Glenn H. Hutchins
	Title:	Managing Director
*  The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:
	/s/ Glenn H. Hutchins
	Glenn H. Hutchins

Principal Investor Agreement

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

INTEGRAL CAPITAL PARTNERS VII, L.P.
By:	Integral Capital Management VII, LLC, its general partner
By:	/s/ Pamela K. Hagenah
Name:	Pamela K. Hagenah
Title:	Manager

[Principal Investors Agreement Signature Page]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

BAIN CAPITAL INTEGRAL INVESTORS, LLC
By:	Bain Capital Investors, LLC, its administrative member
By:	*
Name:	John Connaughton
Title:	Managing Director
BCIP TCV, LLC
By:	Bain Capital Investors, LLC, its administrative member
By:	*
Name:		John Connaughton
Title:		Managing Director

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ John Connaughton

John Connaughton

[Principal Investors Agreement Signature Page]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

BLACKSTONE CAPITAL PARTNERS IV L.P.
By:	Blackstone Management Associates IV L.L.C., its General Partner
By:	*
Name:	Chinh E. Chu
Title:	Authorized Person
BLACKSTONE CAPITAL PARTNERS IV-A L.P.
By:	Blackstone Management Associates IV L.L.C., its General Partner
By:	*
Name:	Chinh E. Chu
Title:	Authorized Person
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP IV-A L.P.
By:	Blackstone Management Associates IV L.L.C., its General Partner
By:	*
Name:	Chinh E. Chu
Title:	Authorized Person

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Chinh E. Chu

Chinh E. Chu

[Principal Investors Agreement Signature Page]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

BLACKSTONE PARTICIPATION PARTNERSHIP IV L.P.
By:	Blackstone Management Associates IV L.L.C., its General Partner
By:	*
Name:	Chinh E. Chu
Title:	Authorized Person
BLACKSTONE GT COMMUNICATIONS PARTNERS L.P.
By:	Blackstone Communications Management Associates I L.L.C., its General Partner
By:	*
Name:	Chinh E. Chu
Title:	Authorized Person
BLACKSTONE FAMILY COMMUNICATIONS PARTNERSHIP L.P.
By:	Blackstone Communications Management Associates I L.L.C., its General Partner
By:	*
Name:	Chinh E. Chu
Title:	Authorized Person

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Chinh E. Chu

Chinh E. Chu

[Principal Investors Agreement Signature Page]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

GS CAPITAL PARTNERS 2000, L.P.
By:	GS Advisors 2000, L.L.C.,
	its General Partner
By:	*
Name:	Katherine B. Enquist
Title:	Managing Director
GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P.
By:	GS Employee Funds 2000 GP, L.L.C.
	its General Partner
By:	*
Name:	Katherine B. Enquist
Title:	Managing Director
GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
By:	GS Advisors 2000, L.L.C.
	its General Partner
By:	*
Name:	Katherine B. Enquist
Title:	Managing Director

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Katherine B. Enquist

Name: Katherine B. Enquist

[Principal Investors Agreement Signature Page]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P.
By:	GS Employee Funds 2000 GP, L.L.C.
	its General Partner
By:	*
Name:	Katherine B. Enquist
Title:	Managing Director
GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG
By:	Goldman, Sachs Management GP GmbH
	its General Partner
By:	*
Name:	Katherine B. Enquist
Title:	Managing Director
GS CAPITAL PARTNERS V FUND, L.P.
By:	GSCP V Advisors, L.L.C. its General Partner
By:	*
Name:	Katherine B. Enquist
Title:	Managing Director

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Katherine B. Enquist

Name: Katherine B. Enquist

[Principal Investors Agreement Signature Page]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
By:	GSCP V Offshore Advisors, L.L.C.
	its General Partner
By:	*
Name:		Katherine B. Enquist
Title:		Managing Director
GS CAPITAL PARTNERS V GMBH & CO. KG
By:	GS Advisors V L.L.C.
	its Managing Limited Partner
By:	*
Name:	Katherine B. Enquist
Title:	Managing Director
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
By:	GS Advisors V, L.L.C.
	its General Partner
By:	*
Name:	Katherine B. Enquist
Title:	Managing Director

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Katherine B. Enquist

Name: Katherine B. Enquist

[Principal Investors Agreement Signature Page]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

KKR MILLENNIUM FUND L.P.
By:	KKR Associates Millennium L.P., its general partner
By:	KKR Millennium GP LLC, its general partner
By:	*
Name:	James H. Greene, Jr.
Title:	Member
KKR PARTNERS III, L.P.
By:	KKR GP III LLC, its general partner
By:	*
Name:	James H. Greene, Jr.
Title:	Member

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ James H. Greene, Jr.

James H. Greene, Jr.

[Principal Investors Agreement Signature Page]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

PROVIDENCE EQUITY PARTNERS V LP
By:	Providence Equity GP V LP, its general partner
By:	Providence Equity Partners V L.L.C., its general partner
By:	*
Name:	Julie G. Richardson
Title:	Managing Director
PROVIDENCE EQUITY PARTNERS V-A LP
By:	Providence Equity GP V LP, its general partner
By:	Providence Equity Partners V L.L.C., its general partner
By:	*
Name:	Julie G. Richardson
Title:	Managing Director

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Julie G. Richardson

Julie G. Richardson

[Principal Investors Agreement Signature Page]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

TPG PARTNERS IV, L.P.
By:	TPG GenPar IV, L.P., its general partner
By:	TPG Advisors IV, Inc., its general partner
By:	*
Name:	David A. Spuria
Title:	Vice President
T³ PARTNERS II, L.P.
By:	T³ GenPar II, L.P., its general partner
By:	T³ Advisors II, Inc., its general partner
By:	*
Name:	David A. Spuria
Title:	Vice President
T³ PARALLEL II, L.P.
By:	T³ GenPar II, L.P., its general partner
By:	T³ Advisors II, Inc., its general partner
By:	*
Name:	David A. Spuria
Title:	Vice President

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ David A. Spuria

David A. Spuria

[Principal Investors Agreement Signature Page]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

TPG SOLAR III LLC
By:	TPG Partners III, L.P., its managing member
By:	TPG GenPar III, L.P., its general partner
By:	TPG Advisors III, Inc., its general partner
By:	*
Name:	David A. Spuria
Title:	Vice President
TPG SOLAR CO-INVEST LLC
By:	TPG GenPar IV, L.P., its managing member
By:	TPG Advisors IV, Inc., its general partner
By:	*
Name:	David A. Spuria
Title:	Vice President

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ David A. Spuria

David A. Spuria

[Principal Investors Agreement Signature Page]

EX-10.26

Exhibit 10.26

PARTICIPATION, REGISTRATION RIGHTS

AND COORDINATION AGREEMENT

by and among

SunGard Capital Corp.

SunGard Capital Corp. II

SunGard Holding Corp.

SunGard Holdco LLC

Solar Capital Corp.

and

Certain Persons who will be Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II

Dated as of August 10, 2005

TABLE OF CONTENTS

1.	EFFECTIVENESS; DEFINITIONS		3
	1.1.	Closing	3
	1.2.	Definitions	3
2.	RIGHT OF PARTICIPATION		3
	2.1.	Right of Participation	3
	2.2.	Post-Issuance Notice	6
	2.3.	Excluded Transactions	7
	2.4.	Certain Provisions Applicable to Options, Warrants and Convertible Securities	8
	2.5.	Acquired Shares	8
	2.6.	Period	8
3.	REGISTRATION RIGHTS		8
	3.1.	Demand Registration Rights for Investor Registrable Securities	8
	3.2.	Piggyback Registration Rights	11
	3.3.	Certain Other Provisions	13
	3.4.	Indemnification and Contribution	20
	3.5.	Permitted Registration Rights Assignees	23
	3.6.	Shelf Take-Downs	24
	3.7.	Coordination Committee	24
4.	TRANSFER RESTRICTIONS		25
	4.1.	Permitted Public Transfers and Block Sales	25
	4.2.	Distributions to Partners, Members or Stockholders	26
	4.3.	Volume Limit	26
	4.4.	No 144 Coordination	27
	4.5.	Period	27
	4.6.	Post-QPO “Tag Along Rights”	27
	4.7.	Transfers and Holder Lock-up	27
5.	REMEDIES		28
6.	PERMITTED TRANSFEREES		28
	6.1.	Transfers by Investors	28
	6.2.	Transfers by Managers or Manager Designees	28
7.	INFORMATION RIGHTS		29
	7.1.	Historical Financial Information	29
	7.2.	Satisfaction	29
	7.3.	Period	29
8.	AMENDMENT, TERMINATION, ETC.		29
	8.1.	Oral Modifications	29
	8.2.	Written Modifications	29
	8.3.	Withdrawal from Agreement	31
	8.4.	Effect of Termination	31
9.	LEGENDS		31
	9.1.	Restrictive Legend	31
	9.2.	Stop Transfer Instruction	31
	9.3.	Classes of Shares Separately Transferable	32

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10.	DEFINITIONS		32
	10.1.	Certain Matters of Construction	32
	10.2.	Definitions	32
11.	MISCELLANEOUS		43
	11.1.	Authority: Effect	43
	11.2.	Notices	43
	11.3.	Binding Effect, Etc.	47
	11.4.	Descriptive Heading	48
	11.5.	Counterparts	48
	11.6.	Severability	48
	11.7.	No Recourse	48
	11.8.	Aggregation of Shares	48
	11.9.	Obligations of Company, Lowerco, Holdings, LLC and Opco	49
	11.10.	Expenses of Managers	49
12.	GOVERNING LAW		49
	12.1.	Governing Law	49
	12.2.	Consent to Jurisdiction	49
	12.3.	WAIVER OF JURY TRIAL	50
	12.4.	Exercise of Rights and Remedies	50

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PARTICIPATION, REGISTRATION RIGHTS

AND COORDINATION AGREEMENT

This Participation, Registration Rights and Coordination Agreement (the “Agreement”) is made as of August 10, 2005 by and among:

(i) SunGard Capital Corp., a Delaware corporation (together with its successors and assigns, the “Company”);

(ii) SunGard Capital Corp. II, a Delaware corporation (together with its successors and assigns, “Lowerco”);

(iii) SunGard Holding Corp., a Delaware corporation (together with its successors and assigns, “Holdings”);

(iv) SunGard Holdco LLC, a Delaware limited liability company (together with its successors and assigns, “LLC”);

(v) Solar Capital Corp., a Delaware corporation (“Solar Capital”);

(vi) each Person executing this Agreement and listed as a Principal Investor on the signature pages hereto (collectively with their Permitted Transferees and so long as they are members of a Principal Investor Group, the “Principal Investors”);

(vii) each Person executing this Agreement and listed as an Other Investor on the signature pages hereto (collectively with their Permitted Transferees and with Persons who executed this Agreement as Principal Investors who have ceased to be members of a Principal Investor Group, the “Other Investors” and, together with the Principal Investors, the “Investors”);

(viii) each Person executing this Agreement and listed as a Manager on the signature pages hereto and such other Persons, if any, that from time to time become party hereto as Managers (collectively, the “Managers”);

(ix) each Person executing this Agreement and listed as a Manager Designee on the signature pages hereto and such other Persons, if any, that from time to time become party hereto as Manager Designees (collectively, the “Manager Designees” and together with the Investors and the Managers, the “Registration Rights Stockholders”)

(x) such other Persons, if any, that from time to time become party hereto as holders of Other Holder Shares (as defined below) pursuant to Section 3.5 solely in the capacity of permitted assignees with respect to certain registration rights hereunder (collectively, the “Other Holders”).

RECITALS

1. Each of the Company, Lowerco, Holdings, LLC and Solar Capital, has been formed for the purpose of engaging in a transaction in which Solar Capital will be merged with and into SunGard Data Systems Inc. (“SDS”), with SDS surviving (the “Merger”) pursuant to an Agreement and Plan of Merger between Solar Capital and SDS dated as of March 27, 2005 (as amended from time to time, the “Merger Agreement”). The rights and obligations of “Opco” hereunder shall refer to the rights and obligations of Solar Capital at all times prior to the consummation of the Merger, and thereafter shall refer to the rights and obligations of SDS, as a successor entity to Solar Capital, and its successors and permitted assigns.

2. On the date hereof, certain of the Registration Rights Stockholders and certain other investors will, in exchange for cash, shares of SDS common stock and/or other assets, acquire Class A Stock and Class L Stock from the Company and Preferred Stock from Lowerco. The cash proceeds and shares of SDS common stock received by the Company in exchange for such Class A Stock and Class L Stock are referred to as the “Class A and L Proceeds”. The cash proceeds and shares of SDS common stock received by Lowerco in exchange for such Preferred Stock are referred to collectively with the Class A and L Proceeds as the “Proceeds”. On the Closing Date and immediately prior to the Closing (each as defined below), the Company will contribute the Class A and L Proceeds to Lowerco in exchange for common stock of Lowerco, and the Company will thereby hold all of the issued and outstanding common stock of Lowerco. Immediately thereafter, Lowerco will contribute 99% of the Proceeds to Holdings in exchange for common stock of Holdings and Holdings will thereby become a wholly owned subsidiary of Lowerco. Immediately thereafter, Holdings will contribute all of the Proceeds which it received from Lowerco to LLC in exchange for membership interests in LLC representing a 99% ownership interest therein. Contemporaneously therewith, Lowerco will contribute 1% of the Proceeds to LLC in exchange for membership interests in LLC representing a 1% interest therein. Immediately thereafter, LLC will contribute all of the Proceeds less certain expenses to Solar Capital in exchange for common stock of Solar Capital, and LLC will thereby hold all of the issued and outstanding common stock of Solar Capital.

3. Upon the Closing, shares of common stock of Solar Capital shall be automatically converted into shares of common stock of SDS, and LLC will thereby hold all of the issued and outstanding common stock of SDS.

4. Immediately following the Closing, the Common Stock, the Preferred Stock and all Options (as defined below) will be held as set forth on Schedule I hereto.

5. In connection with the acquisition of such securities, the Company, Lowerco, Holdings, LLC, Opco, the Registration Rights Stockholders and certain other stockholders of the Company and Lowerco have entered into a stockholders agreement dated as of the date hereof (as in effect from time to time, the “Stockholders Agreement”).

6. The parties believe that it is in the best interests of the Company, Lowerco, Holdings, LLC, Opco and the Registration Rights Stockholders to set forth their agreements regarding participation, registration rights, coordination and information rights.

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AGREEMENT

Therefore, the parties hereto hereby agree as follows:

1. EFFECTIVENESS; DEFINITIONS.

1.1. Closing. This Agreement shall become effective upon the initial issuance of Stock to the Registration Rights Stockholders in anticipation of the consummation of the closing under the Merger Agreement (the “Closing”).

1.2. Definitions. Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Section 10 hereof.

2. RIGHT OF PARTICIPATION. Subject to Section 2.3, the Company shall not, and shall not permit any direct or indirect subsidiary of the Company (the Company and each such subsidiary, an “Issuer”) to, issue or sell any shares of any of its capital stock or any securities convertible into or exchangeable for any shares of its capital stock, issue or grant any options or warrants for the purchase of, or enter into any agreements providing for the issuance (contingent or otherwise) of, any of its capital stock or any stock or securities convertible into or exchangeable for any shares of its capital stock, in each case, to any Person (each an “Issuance” of “Subject Securities”), except in compliance with the provisions of Section 2.1 or Section 2.2.

2.1. Right of Participation.

2.1.1. Offer. Not fewer than 15 business days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be furnished by the Issuer to each holder of record of Participation Shares (the “Participation Offerees”). The Participation Notice shall include:

(a) the principal terms and conditions of the proposed Issuance, including (i) the amount, kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total Purchase Price Value of Shares outstanding immediately prior to giving effect to such Issuance which the Purchase Price Value of Participation Shares held by such Participation Offeree constitutes (the “Participation Portion”), (iv) the maximum and minimum cash price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, (v) the proposed manner of disposition, (vi) the name and address of the Person to whom the Subject Securities are proposed to be issued (the “Prospective Subscriber”) and (vii) if known, the proposed Issuance date; and

(b) an offer by the Issuer to issue to such Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Participation Offeree (not to exceed the Participation Portion of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditions, with respect to each unit of Subject Securities as each of the Prospective Subscribers is contemplated to be issued in the Issuance.

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2.1.2. Exercise.

(a) General. Each Participation Offeree desiring to accept the offer contained in the Participation Notice shall accept such offer by furnishing a written notice of such acceptance to the Issuer within ten business days after the date of delivery of the Participation Notice specifying the amount of Subject Securities (not in any event to exceed the Participation Portion of the total amount of Subject Securities to be included in the Issuance) which such Participation Offeree desires to be issued (each such accepting Participation Offeree, a “Participating Buyer”). Each Participation Offeree who does not accept such offer in compliance with the above requirements, including the applicable time periods, shall be deemed to have waived all of such Participation Offeree’s rights to participate in such Issuance, and the Issuer shall thereafter be free to issue Subject Securities in such Issuance to the Prospective Subscriber and any Participating Buyers, at a price no less than the minimum price set forth in the Participation Notice and on other principal terms not materially more favorable to the Prospective Subscriber and the Participating Buyer than those set forth in the Participation Notice, without any further obligation to such non-accepting Participation Offerees pursuant to this Section 2. To the extent that any Participation Offeree does not offer to purchase its full Participation Portion of the Subject Securities, any such Subject Securities shall be offered to those Participating Buyers who have offered to purchase their full Participation Portion, pro rata in accordance with the Purchase Price Value of Participation Shares held by such Participating Buyers. Each such Participating Buyer shall provide notice to the Issuer within two business days of receipt of the offer from the Issuer if it wishes to purchase all or any portion of such Subject Securities.

(b) Change in Offer Terms. If, prior to consummation, the terms of such proposed Issuance shall change with the result that the price shall be less than the minimum price set forth in the Participation Notice or the other principal terms shall be substantially more favorable to the Prospective Subscriber than those set forth in the Participation Notice, it shall be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Section 2.1 separately complied with, in order to consummate such Issuance pursuant to this Section 2.1; provided, however, that in such case of a separate Participation Notice, the applicable period to which reference is made in the first sentence of Section 2.1.1, in the first sentence of Section 2.1.2(a) and in the last sentence of Section 2.1.2(a) shall be three business days, two business days and one business day respectively.

(c) Irrevocable Acceptance. The acceptance of each Participating Buyer shall be irrevocable except as provided in this Section 2.1.2(c) and Section 2.1.4, and each such Participating Buyer shall be bound and obligated to acquire in the Issuance on the same terms and conditions, with respect to each unit of Subject Securities issued, as the Prospective Subscriber, at a cash price not in excess of the maximum price set forth in the Participation Notice and on other principal terms not substantially less favorable to the Participating Buyer than those set forth in the Participation Notice, such amount of Subject Securities as such Participating Buyer shall have specified in such Participating Buyer’s written commitment. If, prior to

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consummation, the terms of such proposed Issuance shall change with the result that the price shall be higher than the maximum price set forth in the Participation Notice or the other principal terms shall be substantially less favorable to the Prospective Subscriber than those set forth in the Participation Notice, the acceptance by each Participating Buyer shall be deemed to be revoked, and it shall be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Section 2.1 separately complied with, in order to consummate such Issuance pursuant to this Section 2.1; provided, however, that in such case of a separate Participation Notice, the applicable period to which reference is made in the first sentence of Section 2.1.1, in the first sentence of Section 2.1.2(a) and in the last sentence of Section 2.1.2(a) shall be three business days, two business days and one business day respectively.

(d) Time Limitation. If at the end of the 120th day after the date of the effectiveness of the Participation Notice the Issuer has not completed the Issuance, each Participating Buyer shall be released from such Participating Buyer’s obligations under the written commitment, the Participation Notice shall be null and void, and it shall be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Section 2.1 separately complied with, in order to consummate such Issuance pursuant to this Section 2.1; provided, however, that in such case of a separate Participation Notice on substantially the same terms and conditions, the applicable period to which reference is made in the first sentence of Section 2.1.1, in the first sentence of Section 2.1.2(a) and in the last sentence of Section 2.1.2(a) shall be three business days, two business days and one business day respectively.

2.1.3. Other Securities. The Issuer may condition the participation of the Participation Offerees in an Issuance upon the purchase by such Participation Offerees of any securities (including debt securities) other than Subject Securities (“Other Securities”) in the event that the participation of the Prospective Subscriber in such Issuance is so conditioned and the principal terms and conditions of such Other Securities are described in the Participation Notice. In such case, each Participating Buyer shall acquire in the Issuance, together with the Subject Securities to be acquired by it, Other Securities in the same proportion to the Subject Securities to be acquired by it as the Other Securities being acquired by the Prospective Subscriber in the Issuance bears to the Subject Securities being acquired by the Prospective Subscriber in the Issuance, on the same terms and conditions, as to each unit of Other Securities to be issued to the Prospective Subscriber in the Issuance.

2.1.4. Certain Legal Requirements. In the event that the participation in the Issuance by a Participation Offeree as a Participating Buyer would require under applicable law (a) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Issuance or (b) the provision to any participant in the Issuance of any specified information regarding the Company or any of its subsidiaries or the Subject or Other Securities that is not otherwise required to be provided for the Issuance, such Participation Offeree shall not have the right to participate

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in the Issuance. Without limiting the generality of the foregoing, it is understood and agreed that neither the Company nor the Issuer shall be under any obligation to effect a registration of such securities under the Securities Act or similar state statutes.

2.1.5. Further Assurances. Each Participating Buyer shall take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable in order expeditiously to consummate each Issuance pursuant to this Section 2.1, including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise reasonably cooperating with the Issuer and the Prospective Subscriber. Without limiting the generality of the foregoing, each such Participating Buyer agrees to execute and deliver such subscription and other agreements specified by the Issuer to which the Prospective Subscriber will be party, the form of which is materially consistent with the form provided to such Participating Buyer with the Participation Notice, or is otherwise reasonably acceptable to such Participating Buyer.

2.1.6. Expenses. All costs and expenses incurred by the Issuer in connection with any proposed Issuance of Subject Securities (whether or not consummated), including all attorney’s fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, shall be paid by the Company or the Issuer.

2.1.7. Closing. The closing of an Issuance pursuant to Section 2.1 shall take place (a) on the proposed date of Issuance, if any, set forth in the Participation Notice (provided that consummation of any Issuance may be extended beyond such date to the extent necessary to obtain any applicable governmental approval or other required approval or to satisfy other conditions), (b) if no proposed Issuance date was required to be specified in the Participation Notice, at such time as the Issuer shall specify by notice to each Participating Buyer, provided that no individual Participating Buyer shall be required, without its consent, to close its particular transaction prior to the date that is fifteen business days after the Issuer issues the applicable Participation Notice and (c) at such place as the Issuer shall specify by notice to each Participating Buyer. At the closing of any Issuance under this Section 2.1.7, each Participating Buyer shall be delivered the notes, certificates or other instruments evidencing the Subject Securities (and, if applicable, Other Securities) to be issued to such Participating Buyer, registered in the name of such Participating Buyer or such holder’s designated nominee, free and clear of any liens or encumbrances, with any transfer tax stamps affixed, against delivery by such Participating Buyer of the applicable consideration.

2.2. Post-Issuance Notice. Notwithstanding the requirements of Section 2.1, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 2.1; provided that the Issuer shall:

(a) provide to each holder of Shares who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 2.1.1 in which the actual price

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per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth;

(b) offer to issue to such holder of Shares such number of securities of the type issued in the Issuance as may be requested by such holder of Shares (not to exceed the Participation Portion that such holder of Shares would have been entitled to pursuant to Section 2.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and (b) the maximum aggregate number of shares issuable pursuant to this Section 2.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and

(c) keep such offer open for a period of fifteen business days, during which period, each such holder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 2.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance and (b) the aggregate number of shares issued pursuant to this Section 2.2 with respect to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii).

2.3. Excluded Transactions. The provisions of this Section 2 shall not apply to Issuances by the Company or any subsidiary of the Company as follows:

(a) Any Issuance to the Company or any wholly owned subsidiary of the Company;

(b) Any Issuance of securities upon the exercise or conversion of any Stock, Options, Warrants or Convertible Securities outstanding on the date hereof or Issued after the date hereof in a transaction that complied with the provisions of this Section 2;

(c) Any Issuance of shares of Stock, Options, Warrants or Convertible Securities, in each case to the extent approved by the Board or pursuant to an employment benefit plan or arrangement approved by the Board, to officers, employees, directors or consultants (other than an Investor or an Affiliate thereof) of the Company or its subsidiaries in connection with such Person’s employment or consulting arrangements with the Company or its subsidiaries;

(d) Any Issuance of shares of Stock, Options, Warrants or Convertible Securities, in each case to the extent approved by the Board, (i) in any business combination or acquisition transaction involving the Company or any of its subsidiaries, including a Change of Control, (ii) in connection with any joint venture or strategic partnership entered into primarily for purposes other than raising capital (as determined by the Board in its sole discretion) or (iii) to financial

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institutions, commercial lenders, broker/finders or any similar party, or their respective designees, in connection with the incurrence or guarantee of indebtedness by the Company or any of its subsidiaries;

(e) Any Issuance of Stock pursuant to a Public Offering;

(f) The Issuance of Shares to the Investors, Managers, Manager Designees and any other Person who is a party to the Stockholders Agreement in connection with the Closing;

(g) Any Issuance of securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of Stock or recapitalization (including a Recapitalization Transaction) approved by the Board; or

(h) Any Issuance of shares of capital stock of any direct or indirect subsidiary of the Company to the stockholders of the Company in order to effect a “spin-off” transaction of a direct or indirect subsidiary of the Company, including, without limitation, a transaction of the sort described in Section 3.4 of the Stockholders Agreement.

2.4. Certain Provisions Applicable to Options, Warrants and Convertible Securities. In the event that the Issuance of Subject Securities shall result in any increase in the number of shares of Stock issuable upon exercise, conversion or exchange of any Options, Warrants or Convertible Securities, the number of shares (or Equivalent Shares, if applicable) of Subject Securities (and Other Securities, if applicable) which the holders of such Options, Warrants or Convertible Securities, as the case may be, shall be entitled to purchase pursuant to Section 2.1 or 2.2, as applicable, if any, shall be reduced, share for share, by the amount of any such increase.

2.5. Acquired Shares. Any Subject Securities constituting Stock acquired by any Investor, Manager or Manager Designee pursuant to this Section 2 shall be deemed for all purposes hereof to be Shares hereunder and under the Stockholders Agreement.

2.6. Period. Each of the foregoing provisions of this Section 2 shall expire on the earlier of (a) a Change of Control or (b) the closing of the Qualified Public Offering.

3. REGISTRATION RIGHTS. The Company will perform and comply, and cause each of its subsidiaries to perform and comply, with such of the following provisions as are applicable to it. Each Holder will perform and comply with such of the following provisions as are applicable to such Holder.

3.1. Demand Registration Rights for Investor Registrable Securities.

3.1.1. General. One or more current or former Principal Investor Groups (the “Initiating Investors”), by notice to the Company specifying the amount and intended method or methods of disposition, may request that the Company effect the registration under the Securities Act for a Public Offering (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested by the Initiating Investors if

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the Company is then eligible to use such registration) of all or a specified part of the Registrable Securities held by such Initiating Investors; provided, however, that (i) until the second anniversary of the Qualified Public Offering, the Initiating Investors must, in the aggregate, hold at least a majority of the Registrable Securities then held by all current or former Principal Investor Groups and on or after the second anniversary of the Qualified Public Offering, the Initiating Investors must, in the aggregate, hold at least one-third of the Registrable Securities then held by all current or former Principal Investor Groups, (ii) not more than one request may be made to the Company under this Section 3.1.1 within any 180 day period without the consent of the Majority Principal Investors (or the Company if there are no Principal Investors remaining), provided that if the Initiating Investors make a request under this Section 3.1.1, and the Company determines to include shares for its own account in such registration statement resulting in the Initiating Investors being permitting to register not more than 50% of the Registrable Securities that they requested to register, then this clause (ii) shall not limit the ability of any Initiating Investors to make additional requests within such 180 day period, (iii) the value of Registrable Securities that the Initiating Investors propose to sell in such Public Offering must be at least fifty million dollars ($50,000,000) or such lower amount as agreed by the Majority Principal Investors (or the Company if there are no Principal Investors remaining) and (iv) for so long as there are any Principal Investors, the Initial Public Offering may not be initiated pursuant to this Section 3.1 without, on or prior to the sixth anniversary hereof, the approval of the Requisite Principal Investors and thereafter, the approval of the Majority Principal Investors. The Company will then use its best efforts to (i) effect the registration under the Securities Act of the Registrable Securities which the Company has been requested to register by such Initiating Investors together with all other Registrable Securities which the Company has been requested to register pursuant to Section 3.2 by other Holders, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid and as otherwise specified by the Coordination Committee) of the Registrable Securities which the Company has been so requested to register, and (ii) when directed by the Coordination Committee, obtain acceleration of the effective date of the registration statement relating to such registration; provided, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 3.1.1:

(a) during the effectiveness of any Principal Lock-Up Agreement entered into in connection with any registration statement pertaining to an underwritten public offering of securities of the Company; and

(b) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.

3.1.2. Form. Except as otherwise provided above or required by law, so long as the Company is eligible and qualified to register Registrable Securities on Form S-3 (or any successor or similar short form registration statement) each registration requested pursuant to Section 3.1.1 shall be effected by the filing of a registration statement on

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Form S-3 (or any other form which includes substantially the same information as would be required to be included in a registration statement on such form as currently constituted); provided that if any registration requested pursuant to this Section 3.1 is proposed to be effected on Form S-3 (or any successor or similar shortform registration statement) and is in connection with an underwritten offering, and if the managing underwriter shall advise the Company in writing that, in its opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included pursuant to Form S-3 (or any successor or similar shortform registration statement), then the Company will file a registration statement on Form S-1 or supplement Form S-3 (or any successor or similar shortform registration statement) as reasonably requested by such managing underwriter.

3.1.3. Payment of Expenses. The Company shall pay all Registration Expenses in connection with registrations of Registrable Securities pursuant to this Section 3.1, including all reasonable expenses (other than fees and disbursements of counsel that do not constitute Registration Expenses) that any Holder incurs in connection with each registration of Registrable Securities requested pursuant to this Section 3.1.

3.1.4. Additional Procedures. In the case of a registration pursuant to Section 3.1 hereof, whenever the Coordination Committee shall direct that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders referred to in Section 3.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee and such Holder). If directed to do so by the Coordination Committee, the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

3.1.5. Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (a) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (b) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (c) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction,

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then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that the Company shall not be permitted to do so (x) more than two times during any 12 month period, (y) for a period exceeding 45 days on any one occasion or (z) for periods exceeding, in the aggregate, 90 days in any 12 month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 3.1.5. The Company agrees that, in the event it exercises its rights under this Section 3.1.5, it shall, within 45 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

3.2. Piggyback Registration Rights.

3.2.1. Piggyback Registration.

(a) General. Each time the Company proposes to register any shares of Common Stock under the Securities Act on a form which would permit registration of Registrable Securities for sale to the public, for its own account and/or for the account of any other Person (pursuant to Section 3.1 or otherwise) for sale in a Public Offering, the Company will give notice to all Holders of its intention to do so. Any Holder may, by written response delivered to the Company within 15 days after the date of delivery of such notice, request that all or a specified part of such Holder’s Registrable Securities be included in such registration. The Company thereupon will use its best efforts to cause to be included in such registration under the Securities Act all Registrable Securities which the Company has been so requested to register by such Holders, to the extent required to permit the disposition (in accordance with the methods to be used by the Company or, pursuant to Section 3.1, other Holders in such Public Offering) of the Registrable Securities to be so registered; provided that (i) if, at any time after giving written notice of its intention to register any securities, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Coordination Committee on the same terms and conditions as apply to the Company (with such differences as may be customary or appropriate in combined primary and secondary offerings) or, in the case of a registration initiated pursuant to Section 3.1.1, the Initiating Investors. No registration of Registrable Securities effected under this Section 3.2 shall relieve

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the Company of any of its obligations to effect registrations of Registrable Securities pursuant to Section 3.1 hereof.

(b) Excluded Transactions. The Company shall not be obligated to effect any registration of Registrable Securities under this Section 3.2 incidental to the registration of any of its securities in connection with:

(i) Any Public Offering relating to employee benefit plans or dividend reinvestment plans;

(ii) Any Public Offering relating to the acquisition or merger after the date hereof by the Company or any of its subsidiaries of or with any other businesses except to the extent such Public Offering is for the sale of securities for cash; or

(iii) Any Public Offering up to and including the Qualified Public Offering, except to the extent the Requisite Principal Investors (or the Company if there are no Principal Investors remaining) otherwise determine.

3.2.2. Payment of Expenses. The Company will pay all Registration Expenses in connection with registrations of Registrable Securities pursuant to this Section 3.2.

3.2.3. Additional Procedures. Holders participating in any Public Offering pursuant to this Section 3.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to any underwriting agreement entered into by the Company (as directed by the Coordination Committee) and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities in respect of the Company or the business of the Company, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities included in the offering, and (ii) such holder’s net proceeds from such offering.

3.2.4. Registration Statement Form. The Company shall select the registration statement form for any registration pursuant to this Section 3.2 (other than a registration that is also pursuant to Section 3.1); provided that if any registration requested pursuant to this Section 3.2 is proposed to be effected on Form S-3 (or any successor form) and is

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in connection with an underwritten offering, and if the managing underwriter shall advise the Company in writing that, in its opinion, it is of material importance to the success of such proposed offering to include in such registration statement information not required to be included pursuant to such form, then the Company will supplement such registration statement as reasonably requested by such managing underwriter.

3.3. Certain Other Provisions.

3.3.1. Underwriter’s Cutback. In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 3 and subject to the terms of this Section 3.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration, it being understood that, if the registration in question involves a registration for sale of securities for the Company’s own account, then the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 3.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter shall determine that marketing factors require Manager Holders to be cutback disproportionately: shares, other than Registrable Securities, requested to be included in such registration by other shareholders shall be excluded unless the Company, with the consent of the Requisite Principal Investors, has granted registration rights which are to be treated on an equal basis with Registrable Securities for the purpose of the exercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, if a limitation on the number of shares is still required, the number of Registrable Securities, Parity Shares and other shares of Common Stock that may be included in such registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

(a) there shall be first allocated to each such holder requesting that its Registrable Securities or Parity Shares be registered in such registration a number of such shares to be included in such registration equal to the lesser of (A) the number of such shares of Registrable Securities or Parity Securities requested to be registered by such holder, and (B) a number of such shares equal to such holder’s Pro Rata Portion;

(b) the balance, if any, not allocated pursuant to clause (a) above shall be allocated to those holders requesting that their Registrable Securities or Parity Shares be registered in such registration which requested to register a number of such shares in excess of such holder’s Pro Rata Portion pro rata to each such holder based upon the number of Registrable Securities and Parity Shares held by such holder, or in such other manner as the holders requesting that their Registrable Securities or Parity Shares be registered in such registration may otherwise agree; and

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(c) the balance, if any, not allocated pursuant to clause (b) above shall be allocated to shares, other than Registrable Securities and Parity Shares, requested to be included in such registration by other stockholders.

For purposes of any underwriter cutback, all Registrable Securities held by any Holder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such Holder, or the estates and Family Members of any such Holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such Holder or such partners, retired partners, trusts or Affiliates, any Charitable Organization, in each case to which any of the foregoing shall have distributed, transferred or contributed Common Stock prior to the execution of the underwriting agreement in connection with such underwritten offering provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such Holder and other Persons shall be deemed to be a single selling Holder, and any pro rata reduction with respect to such selling Holder shall be based upon the aggregate amount of Common Stock owned by all entities and individuals included in such selling Holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Upon delivery of a written request that Registrable Securities be included in the underwriting pursuant to Section 3.1.1 or 3.2.1(a), the Holder thereof may not thereafter elect to withdraw therefrom without the written consent of the Coordination Committee; provided that, if the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to Section 3.1 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Initiating Investors, then the Initiating Investors shall have the right to notify the Company that they have determined that the registration statement be abandoned or withdrawn, in which event the Company shall abandon or withdraw such registration statement; provided, further, that if the price to the public at which the Registrable Securities are proposed to be sold will be less than 90% of the average closing price of the class of stock being sold in the offering during the 10 trading days preceding the date on which notice of such offering was given pursuant to Section 3.2.1(a), then the Registration Rights Stockholders participating in such registration pursuant to Section 3.1 or 3.2 may elect to withdraw from such registration by written notice to the Company. The Company may, but shall not be required to, extend a similar withdrawal right to other Holders of Registrable Securities or Parity Shares.

3.3.2. Registration Procedures. If and in each case when the Company is required to effect a registration of any Registrable Securities as provided in this Section 3, the Company shall promptly:

(a) prepare and, in any event within 60 days (45 days in the case of a Form S-3 registration) after the end of the period under Section 3.2.1(a) within which a piggyback request for registration may be given to the Company, file with the Commission a registration statement with respect to such Registrable Securities and

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use its best efforts to cause such registration statement to become effective within ninety days of the initial filing;

(b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period not in excess of 270 days or two years in the case of shelf registration statements (or, in either case, such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold) and to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided that before filing a registration statement or prospectus, or any amendments or supplements thereto in accordance with Sections 3.1 or 3.2, the Company will furnish to counsel selected pursuant to Section 3.3.3 hereof copies of all documents proposed to be filed, which documents will be subject to the review of such counsel;

(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits filed therewith), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus), in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities by such seller;

(d) use its best efforts to register or qualify such Registrable Securities covered by such registration in such jurisdictions as each seller shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this clause (d), it would not be obligated to be so qualified or to consent to general service of process in any such jurisdiction;

(e) promptly notify each seller of any such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the Company’s becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not

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include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(f) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable (but not more than 18 months) after the effective date of the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act;

(g) use its best efforts to (i) list such Registrable Securities on any securities exchange or authorize for quotation on each other market (including, if applicable, the National Association of Securities Dealers, Inc. (the “NASD”) Automated Quotation System) on which the Common Stock is then listed or authorized for quotation if such Registrable Securities are not already so listed or authorized for quotation; and to (ii) provide a transfer agent and registrar for such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;

(h) enter into such customary agreements (including an underwriting agreement in customary form), which may include indemnification provisions in favor of underwriters and other Persons in addition to the provisions of Section 3.4 hereof, and take such other actions as the Coordination Committee or the underwriters, if any, reasonably requested in order to expedite or facilitate the disposition of such Registrable Securities;

(i) obtain a “cold comfort” letter or letters from the Company’s independent public accountants in customary form and covering matters of the type customarily covered by “cold comfort” letters as the Coordination Committee shall reasonably request;

(j) make available for inspection by any seller of such Registrable Securities covered by such registration statement, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such managing underwriter(s), all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement (subject to each party referred to in this clause (j) entering into customary confidentiality agreements in a form reasonably acceptable to the Company);

(k) notify counsel (selected pursuant to Section 3.3.3 hereof) for the Holders of Registrable Securities included in such registration statement, the Principal Investors including Registrable Securities in such registration statement, and the managing underwriter or agent, immediately, and confirm the notice in

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writing (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request of the Commission to amend the registration statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;

(l) make every commercially reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable;

(m) if requested by the managing underwriter or agent or any Holder of Registrable Securities covered by the registration statement, incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such Holder reasonably requests to be included therein, including, with respect to the number of Registrable Securities being sold by such Holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment;

(n) cooperate with the Holders of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or agent, if any, or such Holders may request;

(o) obtain for delivery to the Holders of Registrable Securities being registered and to the underwriter or agent an opinion or opinions from counsel for the Company in customary form and in form, substance and scope reasonably satisfactory to such Holders, underwriters or agents and their counsel;

(p) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD; and

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(q) use its best efforts to make available the executive officers of the Company to participate with the Holders of Registrable Securities and any underwriters in any “road shows” that may be reasonably requested by the Holders in connection with distribution of the Registrable Securities.

3.3.3. Selection of Underwriters and Counsel. The underwriters and legal counsel to be retained by the Company in connection with any Public Offering requested pursuant to Section 3.1 shall be selected by the Coordination Committee; the underwriters and legal counsel to be retained by the Company in connection with any other Public Offering to which Section 3.2 applies shall be selected by the Board with the consent of the Coordination Committee (such consent not be unreasonably withheld). In connection with any registration of Registrable Securities pursuant to Sections 3.1 and 3.2 hereof, the Coordination Committee may select one counsel to represent all Holders of Registrable Securities, covered by such registration; provided, however, that in the event that the counsel selected as provided above is also acting as counsel to the Company in connection with such registration, those Investors participating in the offering who are then not entitled to designate a member of the Coordination Committee (each such Investor being referred to as a “Participating Investor”) shall be entitled to select one additional counsel to represent all such Participating Investors (the “Additional Counsel”). The Additional Counsel shall be approved by the Participating Investors who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Participating Investors.

3.3.4. Company Lock-Up. If any registration pursuant to Section 3.1 of this Agreement shall be in connection with an underwritten public offering, the Company agrees not to effect any public sale or distribution of any Common Stock of the Company (or securities convertible into or exchangeable or exercisable for Common Stock) (in each case, other than as part of such underwritten public offering and other than pursuant to a registration on Form S-4 or S-8) for its own account, within 90 days (or such shorter period as the managing underwriters may agree to with the Coordination Committee) after, the effective date of such registration (except as part of such registration).

3.3.5. Holders and Other Holders Lock-Up. Each Holder and each Other Holder shall comply with the provisions of Section 5 of the Stockholders Agreement applicable to a “Stockholder” as though such Section were set forth herein. No Registration Rights Stockholder will Transfer Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock pursuant to a waiver from a lock-up agreement described in Section 5 of the Stockholders Agreement unless the benefit of such waiver is extended in a pro rata manner to all Registration Rights Stockholders.

3.3.6. Other Agreements. The Company covenants and agrees that, so long as any Person holds any Registrable Securities in respect of which any registration rights provided for in Section 3.1 or 3.2 of this Agreement remain in effect, the Company will not, directly or indirectly, grant to any Person or agree to or otherwise become obligated in respect of (a) rights of registration in the nature or substantially in the nature of those set forth in Section 3.1 or 3.2 of this Agreement that would have priority over the Registrable Securities with respect to the inclusion of such securities in any registration

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or (b) demand registration rights exercisable prior to such time as the current or former Principal Investors can first exercise their rights under Section 3.1.

3.3.7. Other Registration-Related Matters.

(a) The Company may require any Holder that is registering Registrable Securities pursuant to Section 3.1 or 3.2 to furnish to the Company in writing such information regarding such Person and its Affiliates and pertinent to the disclosure requirements relating to the registration and the distribution of the Registrable Securities which are included in such Public Offering as the Company may from time to time reasonably request in writing.

(b) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.3.2(e), it will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until its receipt of the copies of the amended or supplemented prospectus contemplated by Section 3.3.2(e) and, if so directed by the Company, each Holder will, subject to applicable law or any direction of the Commission, deliver to the Company or destroy all copies, other than permanent file copies then in their possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company gives any such notice, the period for which the Company will be required to keep the registration statement effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 3.3.2(e) to and including the date when each seller of Registrable Securities covered by such registration statement has received the copies of the supplemented or amended prospectus contemplated by Section 3.3.2(e).

(c) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.3.2(k)(iv), it will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the lifting of such stop order, other order or suspension or the termination of such proceedings and, if so directed by the Company, each Holder will, subject to applicable law or any direction of the Commission, deliver to the Company or destroy all copies, other than permanent file copies then in its possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company gives any such notice, the period for which the Company will be required to keep the registration statement effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 3.3.2(k)(iv) to and including the date when such stop order, other order or suspension is lifted or such proceedings are terminated.

3.3.8. Public Dispositions Without Registration. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time

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permit the sale of Registrable Securities to the public without registration after such time as a public market exists for Common Stock, the Company agrees:

(a) to make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its Common Stock to the public;

(b) to use its commercially reasonable efforts to then file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(c) so long as a Holder owns any Registrable Securities, to furnish to such Holder promptly upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time after 180 days after the effective date of the first registration statement filed by the Company for an offering of its Securities to the public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as such Holder may reasonably request in availing himself of any rule or regulation of the Commission allowing such Holder to sell any such Securities without registration.

3.4. Indemnification and Contribution.

3.4.1. Indemnities of the Company. In the event of any registration of any Registrable Securities or other debt or equity securities of the Company or any of its subsidiaries under the Securities Act pursuant to this Section 3 or otherwise, and in connection with any registration statement or any other disclosure document produced by or on behalf of the Company or any of its subsidiaries including reports required and other documents filed under the Exchange Act, and other documents pursuant to which any debt or equity securities of the Company or any of its subsidiaries are sold (whether or not for the account of the Company or its subsidiaries), the Company will, and hereby does, and will cause each of its subsidiaries, jointly and severally, to indemnify and hold harmless each holder of Registrable Securities, any Person who is or might be deemed to be a controlling Person of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, affiliates and shareholders, and each other Person, if any, who controls any such holder or any such controlling Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person being referred to herein as a “Covered Person”), against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof), joint or several, and reasonable expenses to which such Covered Person may be or become subject under the Securities Act, the Exchange Act, any other securities or other law of any jurisdiction, the common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or

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proceedings in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in any registration statement under the Securities Act, any preliminary prospectus or final prospectus included therein, or any related summary prospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or other document or report, (b) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (c) any violation or alleged violation by the Company or any of its subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Company or any of its subsidiaries and relating to action or inaction in connection with any such registration, disclosure document or other document or report, and will reimburse such Covered Person for any legal or any other expenses incurred by it in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that neither the Company nor any of its subsidiaries shall be liable to any Covered Person in any such case to the extent that any such loss, claim, damage, liability, action or proceeding or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company or to any of its subsidiaries through an instrument duly executed by such Covered Person specifically stating that it is for use in the preparation thereof. The indemnities of the Company and of its subsidiaries contained in this Section 3.4.1 shall remain in full force and effect regardless of any investigation made by or on behalf of such Covered Person and shall survive any transfer of securities or any termination of this Agreement.

3.4.2. Indemnities to the Company. Subject to Section 3.4.4, the Company and any of its subsidiaries may require, as a condition to including any securities in any registration statement filed pursuant to this Section 3, that the Company and any of its subsidiaries shall have received an undertaking satisfactory to it from the prospective seller of such securities, severally and not jointly, to indemnify and hold harmless (in the same manner and to the same extent as provided in Section 3.4.1) the Company and any of its subsidiaries, each director of the Company or any of its subsidiaries, each officer of the Company or any of its subsidiaries who shall sign such registration statement and each other Person (other than such seller), if any, who controls the Company and any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each other prospective seller of such securities and prospective underwriter with respect to any untrue statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, or any other disclosure document (including reports and other documents filed under the Exchange Act or any document incorporated therein) or other document or report, if such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company or any of its subsidiaries through an instrument executed by such seller specifically stating that it is for use in the preparation of such registration statement,

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preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other document or report. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, any of its subsidiaries or any such director, officer or controlling Person and shall survive any transfer of securities or any termination of this Agreement.

3.4.3. Contribution. If the indemnification provided for in Sections 3.4.1 or 3.4.2 hereof is unavailable to a party that would have been entitled to indemnification pursuant to the foregoing provisions of this Section 3.4 for reasons other than described in the proviso to Section 3.4.1 (an “Indemnitee”) in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expense referred to therein, then each party that would have been an indemnifying party thereunder shall, subject to Section 3.4.4 and in lieu of indemnifying such Indemnitee, contribute to the amount paid or payable by such Indemnitee as a result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expense in such proportion as is appropriate to reflect the relative fault of such indemnifying party on the one hand and such Indemnitee on the other in connection with the untrue statements or omissions which resulted in such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expense. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or such Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties agree that it would not be just or equitable if contribution pursuant to this Section 3.4.3 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the preceding sentence. The amount paid or payable by a contributing party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expense referred to above in this Section 3.4.3 shall include any legal or other expenses reasonably incurred by such Indemnitee in connection with investigating or defending any such action or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

3.4.4. Limitation on Liability of Holders of Registrable Securities. The liability of each Holder in respect of any indemnification or contribution obligation of such Holder arising under this Section 3.4 shall not in any event exceed an amount equal to the net proceeds realized by such Holder (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such Holder pursuant to such registration.

3.4.5. Indemnification Procedures. Promptly after receipt by an Indemnitee of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 3.4, such Indemnitee will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided

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that the failure of the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 3.4, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In case any such action or proceeding is brought against an Indemnitee, the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnitee, and after notice from the indemnifying party to such Indemnitee of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any such action or proceeding within a reasonable time after notice of commencement, the Indemnitee shall have the right to assume or continue its own defense and the indemnifying party shall, subject to Section 3.4.4 (if applicable), be liable for any reasonable expenses therefor, but in no event will bear the expenses for more than one firm of counsel for all Indemnitees in each jurisdiction who shall be approved by the Coordination Committee in the registration in respect of which such indemnification is sought. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or judgment (a) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnitee from all liability in respect of such action or proceeding and (b) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations for which such Indemnitee will be indemnified hereunder.

3.4.6. Non-Exclusivity. The obligations of the parties under this Section 3.4 will be in addition to any liability, without duplication, which any party may otherwise have to any other party.

3.5. Permitted Registration Rights Assignees. The rights of any Holder to cause the Company to register its Registrable Securities pursuant to Section 3.1 or 3.2 may be assigned (but only with all related obligations as set forth below) in a Transfer effected in accordance with the terms of the Stockholders Agreement and this Agreement to: (a) a Charitable Organization (but only for a period of up to 90 days from the date of such Transfer), (b) a Permitted Transferee, (c) any other transferee that, together with its Affiliates and Affiliated Funds, in the case of this clause (c) acquires shares of Registrable Securities either (i) for consideration of at least $35,000,000 or (ii) having a then fair market value (determined in good faith by the Board) of at least $35,000,000 or (d) acquires all shares of Registrable Securities then held by such Holder and its Affiliates, Affiliated Funds and Manager Designees, if applicable (the transferees described in clauses (a), (b), (c) and (d) each a “Permitted Registration Rights Assignee”). Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 3.5 shall be effective unless the Permitted Registration

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Rights Assignee, if not a Registration Rights Stockholder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that such Registrable Securities in respect of which such assignment is made shall be deemed Other Holder Shares and shall be subject to all of the provisions of this Agreement relating to Other Holder Shares and that such Permitted Registration Rights Assignee shall be bound by, and shall be an Other Holder party to, this Agreement and the holder of Other Holder Shares hereunder. A transferee to whom rights are transferred pursuant to this Section 3.5 may not again transfer such rights to any Person, other than as provided in this Section 3.5.

3.6. Shelf Take-Downs. At any time that a shelf registration statement covering Registrable Securities pursuant to this Section 3 is effective, if any Holder or group of Holders delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to effect an underwritten offering of all or part of its Registrable Securities included by it on the shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in the Shelf Underwritten Offering, then, provided that the Coordination Committee approves of such Shelf Underwritten Offering, the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 3.6). In connection with any Shelf Underwritten Offering:

(a) such proposing Holder(s) shall also deliver the Take-Down Notice to all other Holders included on such shelf registration statement and permit each holder to include its Registrable Securities included on the shelf registration statement in the Shelf Underwritten Offering if such Holder notifies the proposing Holders and the Company within five business days after delivery of the Take-Down Notice to such Holder; and

(b) in the event that the underwriter determines that marketing factors (including an adverse effect on the per share offering price) require a limitation on the number of shares which would otherwise be included in such take-down, the underwriter may limit the number of shares which would otherwise be included in such take-down offering in the same manner as is described in Section 3.3.1 with respect to a limitation of shares to be included in a registration.

3.7. Coordination Committee. The Principal Investor Groups will create a coordination committee (the “Coordination Committee”) prior to the closing of the Initial Public Offering and will thereafter maintain such committee for so long as this Agreement remains in effect or until there are no Principal Investors remaining, if earlier. Each Principal Investor Group shall be permitted to designate one representative to participate on the Coordination Committee, and shall be permitted to remove and replace such designee from time to time, provided that a Principal Investor Group’s designee shall be automatically removed (and not replaced) at such time as such Principal Investor Group ceases to be a Principal Investor Group in accordance with the definition thereof. Except to the extent specified in this Section 3.7, the Majority Principal Investors shall determine, from time to time, the procedures which govern the conduct of the Coordination Committee, provided that such procedures shall not discriminate against any particular designee or designees in any material way. Actions of the Coordination Committee shall require the

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affirmative vote of representatives designated by Principal Investor Groups which constitute the Majority Principal Investors.

4. TRANSFER RESTRICTIONS.

4.1. Permitted Public Transfers and Block Sales. After the closing of the Initial Public Offering, no Registration Rights Stockholder shall Transfer any or all of its Shares pursuant to Rule 144, a block sale to a financial institution or in a private transfer pursuant to Section 3.1.5 of the Stockholders Agreement, in each case other than in compliance with Sections 4.1.1, 4.1.2 and 4.6 hereof, as applicable, and Sections 3.3 and 3.4 of the Stockholders Agreement, provided that, for the avoidance of doubt the approval of the Coordination Committee shall not be required to approve such Transfers. Shares Transferred pursuant to Rule 144 or in a block sale to a financial institution shall conclusively be deemed thereafter not to be Shares under this Agreement.

4.1.1. Public Transfers. From time to time after the Initial Public Offering, the Majority Principal Investors may determine to require the Registration Rights Stockholders to make reasonable efforts to coordinate their efforts to Transfer Shares pursuant to Rule 144 (“144 Coordination”) or to discontinue such requirement. As of the date of this Agreement, 144 Coordination shall be required until such time, if ever, as the Majority Principal Investors provide a subsequent notice to the Registration Rights Stockholders that such coordination is discontinued. Thereafter, the Majority Principal Investors may reinstitute and discontinue 144 Coordination from time to time by providing notice to the Registration Rights Stockholders.

(a) For so long as 144 Coordination is in effect, each Registration Rights Stockholder shall promptly notify the Coordination Committee when it wishes to Sell Shares under Rule 144, provided, that for any given measurement period for purposes of the Rule 144 group volume limit, except as provided in Section 4.1.1(b) or 4.3, no Registration Rights Stockholder shall be permitted to effect Transfers in excess of their pro rata share (based on its percentage ownership of Shares held by all Registration Rights Stockholders at the start of such measurement period) of all Shares that may be Transferred by members of the Related Group during the applicable measurement period based on its percentage ownership of Shares held by all holders of Shares at the start of such measurement period. In the event any Registration Rights Stockholder agrees to forego its full pro rata share of the Rule 144 group volume limit by written notice to the Coordination Committee, the remainder shall be re-allocated pro rata among the other Registration Rights Stockholders in like manner (except that the Shares held by such forfeiting Registration Rights Stockholder at the start of such measurement period shall be excluded from such calculation).

(b) Notwithstanding the first sentence of Section 4.1.1(a), during the first 144 measurement period in which Registration Rights Stockholders are permitted to Transfer Shares following an offering subject to Section 3.2 (taking into account Section 4.7) (each, an “Initial Measurement Period”), each Cutback Manager shall be permitted to Transfer a number of Shares equal to the lesser of (i) such Cutback Manager’s Disproportionate Cutback Shares or (ii) if all Cutback Managers’

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Disproportionate Cutback Shares could not be sold in such measurement period due to the volume limitations under Rule 144, such Cutback Manager’s proportionate share of the Disproportionate Cutback Shares held by all Cutback Managers. To the extent the total number of all such Disproportionate Cutback Shares is less than the total number of Shares that may be Transferred by members of the Related Group during the applicable measurement period, each Registration Rights Stockholder shall be permitted to effect Transfers of Shares not in excess of its pro rata share (based on its percentage ownership of Shares held by all Registration Rights Stockholders at the start of such measurement period) of such excess Shares, subject to adjustment in accordance with Section 4.3. To the extent that all Cutback Managers are not permitted, due to the volume limitations in Rule 144, to Transfer all Disproportionate Cutback Shares in the Initial Measurement Period or any subsequent 144 measurement period, the provisions of this clause (b) shall apply with respect to each Cutback Manager who does Transfer all Disproportionate Cutback Shares which such Cutback Manager was entitled to Transfer in the Initial Measurement Period and each subsequent 144 measurement period until such Cutback Manager has had an opportunity to Transfer all Disproportionate Cutback Shares held by such Cutback Manager or has elected not to sell all Disproportionate Cutback Shares which such Cutback Manager was entitled to Transfer during a 144 measurement period.

(c) The provisions of this Section 4.1.1 shall not apply to any Transfer of Shares (i) in a Public Offering, (ii) to a Permitted Transferee in a transaction that does not rely on Rule 144 or (iii) at any time with respect to which 144 Coordination is not effective.

(d) Notwithstanding the foregoing, a Registration Rights Stockholder may opt out of 144 Coordination with respect to any period of time if such Registration Rights Stockholder delivers a notice to the Coordination Committee irrevocably committing not to Transfer Shares pursuant to Rule 144 or a transaction described in Section 4.1.2, 4.2 or 4.6 during such period.

4.1.2. Certain Other Transfers. After the Initial Public Offering, each Registration Rights Stockholder (the “Initiating Transferor”) shall notify the Coordination Committee (or, after the expiration of the term described in Section 4.5, the other Registration Rights Stockholders) when it plans to Transfer any or all of its Shares pursuant to (a) a block sale to a financial institution or (b) a private transfer pursuant to Section 3.1.5 of the Stockholder Agreement.

4.2. Distributions to Partners, Members or Stockholders. For so long as 144 Coordination is effective, each Investor shall provide reasonable prior notice to the Coordination Committee prior to any LP Distribution.

4.3. Volume Limit. For purposes of this Agreement, so long as 144 Coordination is effective, Transfers contemplated by Sections 4.1.2(a) and (b), and LP Distributions, will be limited to the number of Shares that the applicable Registration Rights Stockholder would have been permitted to Transfer under Rule 144 pursuant to the proviso in Section 4.1.1(a) or 4.1.1(b),

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as applicable, and will reduce for purposes of this Agreement, on a Share for Share basis, the number of Shares that such Registration Rights Stockholder is permitted to sell under Rule 144, whether individually or as part of a Related Group, whether or not such Transfer or LP Distribution is required by law to be so treated. In the event that, while 144 Coordination is in effect, any Registration Rights Stockholder elects to make a Transfer contemplated by Section 4.1.2(a) or (b), or an LP Distribution, and provided that such Transfer or LP Distribution is not required by law to be taken into account for purposes of the Related Group’s volume limit under Rule 144, then each Registration Rights Stockholder’s (including the Registration Rights Stockholder making such Transfer or LP Distribution) pro rata share of the Related Group’s volume limit for purposes of Section 4.1.2(a) shall be increased by such Registration Rights Stockholder’s pro rata share of the Shares that such Registration Rights Stockholder is no longer permitted to sell under Rule 144 pursuant to the first sentence of this Section 4.3.

4.4. No 144 Coordination. Subject, in all cases, to any applicable law, in the event that 144 Coordination is not in effect, no Registration Rights Stockholder shall, in a given calendar year, Transfer pursuant to Rule 144, in a block sale to a financial institution or in an LP Distribution, Shares representing more than the lesser of (a) 2% of the total Shares outstanding on the first day of such calendar year and (b) 20% of the total Shares owned by such Registration Rights Stockholder on the first day of such calendar year, in each case without the approval of the Coordination Committee, which such approval shall be granted or withheld with respect to all Registration Rights Stockholders in a fair and equitable manner over the course of such calendar year.

4.5. Period. Except for Section 4.1.2, the provisions of Sections 4.1 through 4.4 shall terminate with respect to any Share on the earlier of (a) the fifth anniversary of the closing of the Qualified Public Offering and (b) such time as the Principal Investors, in the aggregate, own less than a 20% of the then outstanding Common Stock. The Majority Principal Investors, in their sole discretion, may elect to exclude any holder of Management Shares or any holder of Other Investor Shares from the provisions of Sections 4.1 through 4.4 at any time.

4.6. Post-QPO “Tag Along Rights”. After the Qualified Public Offering, to the extent an Initiating Transferor gives notice of a planned Transfer described in Section 4.1.2, the Coordination Committee shall promptly provide such notice to each Registration Rights Stockholder other than the Initiating Transferor (each, a “Potential Participant”), and each Potential Participant shall be entitled to participate in such transfer pro rata based on its percentage ownership of Tag Eligible Shares held by all Registration Rights Stockholders at the time of such proposed transfer. In the event any Potential Participant agrees to forego its full pro rata share of the sale by written notice to the Initiating Transferor and all other Potential Participants, the remainder shall be re-allocated pro rata among the Initiating Transferor and all other Potential Participants in like manner (except that the Shares held by such forfeiting Potential Participant shall be excluded from such calculation).

4.7. Transfers and Holder Lock-up. No Registration Rights Stockholder shall Transfer Shares in a transaction that would have violated Section 5 of the Stockholders Agreement (Holder Lock-up) or a lock-up agreement entered into pursuant thereto but for the fact that such Registration Rights Stockholder has been granted permission to make such Transfer or has been

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released from such Section or such lock-up agreement unless each Registration Rights Stockholder is granted similar permission or has been similarly released.

5. REMEDIES. The parties shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies which may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances.

6. PERMITTED TRANSFEREES.

6.1. Transfers by Investors. Subject to Section 3.5, the rights of an Investor hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of Shares effected in accordance with the terms of the Stockholders Agreement and this Agreement to a Permitted Transferee of such Investor. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 6.1 shall be effective unless the Permitted Transferee to which such assignment is being made, if not a Registration Rights Stockholder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Shares in respect of which such assignment is made shall continue to be deemed Shares and shall be subject to all of the provisions of this Agreement relating to Shares and that such Permitted Transferee shall be bound by, and shall be a party to, this Agreement as an Investor. A Permitted Transferee to whom rights are transferred pursuant to this Section 6.1 may not again transfer such rights to any other Permitted Transferee, other than as provided in this Section 6.1.

6.2. Transfers by Managers or Manager Designees. The rights of a Manager or Manager Designee hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of Shares effected in accordance with the terms of the Stockholders Agreement and this Agreement to a Permitted Transferee of such Manager or Manager Designee. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 6.2 shall be effective unless the Permitted Transferee to which such assignment is being made, if not a Registration Rights Stockholder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Management Shares in respect of which such assignment is made shall continue to be deemed Management Shares and shall be subject to all of the provisions of this Agreement relating to Management Shares and that such Permitted Transferee shall be bound by, and shall be a party to, this Agreement as a Manager Designee. A Permitted Transferee to whom rights are transferred pursuant to this Section 6.2 may not again transfer such rights to any other Permitted Transferee, other than as provided in this Section 6.2.

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7. INFORMATION RIGHTS.

7.1. Historical Financial Information. The Company will furnish the following to each Registration Rights Stockholder:

(a) As soon as available, and in any event within 90 days after the end of each fiscal year of the Company, the consolidated balance sheet of the Company and its subsidiaries as at the end of each such fiscal year and the consolidated statements of income, cash flows and changes in stockholders’ equity for such year of the Company and its subsidiaries, setting forth in each case in comparative form the figures for the next preceding fiscal year, accompanied by the report of independent certified public accountants of recognized national standing, to the effect that, except as set forth therein, such consolidated financial statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior years and fairly present in all material respects the financial condition of the Company and its subsidiaries at the dates thereof and the results of their operations and changes in their cash flows and stockholders’ equity for the periods covered thereby.

(b) As soon as available, and in any event within 45 days after the end of each fiscal quarter of the Company for the first three fiscal quarters of a fiscal year, the consolidated balance sheet of the Company and its subsidiaries as at the end of such quarter and the consolidated statements of income, cash flows and changes in stockholders’ equity for such quarter and the portion of the fiscal year then ended of the Company and its subsidiaries, setting forth in each case the figures for the corresponding periods of the previous fiscal year, or, in the case of such balance sheet, for the last day of such fiscal year, in comparative form, all in reasonable detail.

7.2. Satisfaction. Notwithstanding anything to the contrary in Section 7.1, the Company may satisfy its obligation thereunder by (a) providing the financial statements of any of Lowerco, Holdings, LLC or Opco to the extent such financial statements reflect the entirety of the operations of the business or (b) filing such financial statements of the Company, Lowerco, Holdings, LLC or Opco, as applicable, with the Commission on EDGAR or in such other manner as makes them publicly available. The Company’s obligation to furnish the materials described in Section 7.1 shall be satisfied so long as it transmits such materials to the Registration Rights Stockholders within the time periods specified in Section 7.1, notwithstanding that such materials may be actually be received after the expiration of such periods.

7.3. Period. Each of the foregoing provisions of Section 7.1 shall expire on the earlier of (a) a Change of Control or (b) the closing of the Initial Public Offering.

8. AMENDMENT, TERMINATION, ETC.

8.1. Oral Modifications. This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective.

8.2. Written Modifications. Except as provided in clauses (a) through (c) below, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Principal Investors (or Registration Rights Stockholders holding a majority of the shares of Class A Stock

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held by Registration Rights Stockholders party hereto if there are no Principal Investors remaining).

(a) the consent of the Requisite Principal Investors (if there are any Principal Investors remaining) shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of any provision hereof which requires the approval of the Requisite Principal Investors.

(b) The consent of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a disproportionate adverse effect on the rights of holders of Management Shares under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 8.2(b). The consent of a Majority in Interest of the Management Shares held by Managers then employed by the Company shall be required for any Specified Amendment that, in any material respect, adversely affects the rights of holders of Management Shares under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, the consent of a Majority in Interest of the Management Shares held by Managers then employed by such Business shall be required.

(c) The consent of a Majority in Interest of the Other Investor Shares shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights or obligations of the holders of Other Investor Shares as such under this Agreement (provided, that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Registration Rights Stockholders will not be deemed to “materially and adversely discriminate against” the holders of Other Investor Shares as such simply because holders of Other Investor Shares (i) own or hold more or less Shares than any other Registration Rights Stockholder, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Registration Rights Stockholder or (iii) have greater or lesser voting rights or powers than any other Registration Rights Stockholders).

A copy of each such Amendment shall be sent to each Registration Rights Stockholder and shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant this Section 8.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

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8.3. Withdrawal from Agreement. Any holder of Shares or Other Holder Shares that withdraws Shares from the Stockholders Agreement in accordance with Section 9.3 thereof shall be deemed to have simultaneously withdrawn such Shares from this Agreement. From the date of delivery of such Person’s withdrawal notice pursuant to Section 9.3 of the Stockholders Agreement, the withdrawn shares shall cease to be Shares subject to this Agreement and, if the holder of Shares or Other Holder Shares does not own any Share that will remain subject to this Agreement (each such holder, a “Withdrawing Holder”), such holder shall cease to be a party to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that any such Withdrawing Holder shall retain the indemnification rights pursuant to Section 3.4 hereof with respect to any matter that (a) may be an indemnified liability thereunder and (b) occurred prior to such withdrawal.

8.4. Effect of Termination. No termination under this Agreement shall relieve any Person of liability for breach prior to termination. In the event this Agreement is terminated, each Investor shall retain the indemnification, contribution and reimbursement rights pursuant to Section 3.4 hereof with respect to any matter that (a) may be an indemnified liability thereunder and (b) occurred prior to such termination.

9. LEGENDS.

9.1. Restrictive Legend. Each certificate representing Shares issued or transferred to a Principal Investor shall have the following legend endorsed conspicuously thereupon:

“THE VOTING OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, AND THE SALE, ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF A PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT TO WHICH THE ISSUER AND CERTAIN OF ITS STOCKHOLDERS ARE PARTY. SUCH AGREEMENT INCLUDES RESTRICTIONS AND LIMITATIONS ON THE TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE ISSUER OR OBTAINED FROM THE ISSUER WITHOUT CHARGE UPON REQUEST.”

Any Person who acquires Shares which are not subject to all or part of the terms of this Agreement shall have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares.

9.2. Stop Transfer Instruction. The Company or Lowerco will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legend, this Agreement and the Stockholders Agreement are satisfied.

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9.3. Classes of Shares Separately Transferable. A Transfer that otherwise satisfies the requirements of this Agreement, the Stockholders Agreement and any other applicable agreements may include Shares of any one or more class(es).

10. DEFINITIONS. For purposes of this Agreement:

10.1. Certain Matters of Construction. In addition to the definitions referred to or set forth below in this Section 10:

(i) The words “hereof’, “herein”, “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement shall include all subsections thereof;

(ii) The word “including” shall mean including, without limitation;

(iii) Definitions shall be equally applicable to both nouns and verbs and the singular and plural forms of the terms defined; and

(iv) The masculine, feminine and neuter genders shall each include the other.

10.2. Definitions. The following terms shall have the following meanings:

“144 Coordination” shall have the meaning set forth in Section 4.1.1.

“A and L Proceeds” shall have the meaning set forth in the Recitals.

“Additional Counsel” shall have the meaning set forth in Section 3.3.3.

“Affiliate” shall mean, with respect to any specified Person, (a) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise); provided, however, that neither the Company nor any of its subsidiaries shall be deemed an Affiliate of any of the Registration Rights Stockholders (and vice versa), (b) if such specified Person is an investment fund, any other investment fund the primary investment advisor to which is the primary investment advisor to such specified Person or an Affiliate thereof and (c) if such specified Person is a natural Person, any Family Member of such natural Person. Notwithstanding the foregoing, for all purposes of this Agreement, Integral Capital Partners VII, L.P. and its Affiliates will be considered Affiliates of Silver Lake Partners II, L.P. and Silver Lake Technology Investors II, L.L.C. and their respective Affiliates.

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“Affiliated Fund” shall mean, with respect to any specified Person, an investment fund that is an Affiliate of such Person or that is advised by the same investment adviser as such Person or by an Affiliate of such investment adviser or such person.

“Agreement” shall have the meaning set forth in the Preamble.

“Amendment” shall have the meaning set forth in Section 8.2.

“Bain Investors” shall mean, as of any date, Bain Capital Integral Investors, LLC and BCIP TCV, LLC, and their respective Permitted Transferees, in each case only if such Person is then a Registration Rights Stockholder and holds any Shares.

“Blackstone Investors” shall mean, as of any date, Blackstone Capital Partners IV L.P., Blackstone Capital Partners IV-A L.P., Blackstone Family Investment Partnership IV-A L.P., Blackstone Participation Partnership IV L.P., Blackstone GT Communications Partners L.P. and Blackstone Family Communications Partnership L.P., and their respective Permitted Transferees, in each case only if such Person is then a Registration Rights Stockholder and holds any Shares.

“Board” shall mean the board of directors of the Company, or any duly authorized committee thereof.

“Business” means Opco’s businesses after the Closing, which consist of four separate businesses: (a) the availability services business segment, (b) the investment support systems business segment, (c) the higher education systems business segment and (d) the public sector systems business segment. For purposes of this Agreement, any future business acquired by Opco after Closing that is not included in the Availability Services Business will automatically be considered part of the Financial Systems Business, Higher Education Systems Business or Public Sector Business, as determined by the Board in its sole discretion.

“business day” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.

“Change of Control” shall mean the occurrence of (a) any consolidation or merger of the Company with or into any other Person, or any other corporate reorganization, transaction or Transfer of securities of the Company by its stockholders, or series of related transactions (including the acquisition of capital stock of the Company), whether or not the Company is a party thereto, in which the stockholders of the Company immediately prior to such consolidation, merger, reorganization or transaction, own, directly or indirectly, capital stock either (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the equity economic interests in or voting power of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction or (ii) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors or other similar governing body of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction, (b) any transaction or series of related transactions, whether or not the Company is a party thereto, after giving effect to which in excess of fifty percent (50%) of the Company’s voting power is owned directly, or indirectly through one or more entities, by any Person and its “affiliates” or “associates” (as such terms are defined in the Exchange Act Rules) or any “group” (as defined in the Exchange Act Rules), other

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than Qualified Institutional Investors (and in the case of a “group”, excluding a percentage of such “group” equal to the percentage of the voting power of such group controlled by any Qualified Institutional Investors), excluding, in any case referred to in clause (a) or (b) any Initial Public Offering or any bona fide primary or secondary public offering following the occurrence of an Initial Public Offering; or (c) a sale, lease or other disposition of all or substantially all of the consolidated assets of the Company. For the avoidance of doubt, none of the following shall, in and of itself, constitute a “Change of Control”: (x) a spin-off of one of the Businesses, a sale of one of the Businesses or a comparable transaction or (y) a transaction in which, after giving effect thereto, the Principal Investors and their Affiliates continue to own, directly or indirectly, more than fifty percent (50%) of the equity economic interests or voting power of (i) the Company or other surviving entity in the case of a transaction of the sort described in clause (a) above, (ii) of the Company in the case of a transaction of the sort described in clause (b) above or (iii) of the acquiring entity in the case of a transaction of the sort described in clause (c) above.

“Charitable Organization” shall mean a charitable organization as described by Section 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time.

“Class A Stock” shall mean the Class A Common Stock, par value $.001 per share, of the Company, which is comprised of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock, Class A-7 Common Stock and Class A-8 Common Stock.

“Class A and L Proceeds” shall have the meaning set forth in the Recitals.

“Class L Stock” shall mean the Class L Common Stock, par value $.001 per share, of the Company.

“Closing” shall have the meaning set forth in Section 1.1.

“Commission” shall mean the Securities and Exchange Commission.

“Common Stock” shall mean the common stock of the Company, including the Class A Stock and the Class L Stock.

“Company” shall have the meaning set forth in the Preamble.

“Convertible Securities” shall mean any evidence of indebtedness, shares of stock (other than Stock) or other securities (other than Options and Warrants) which are directly or indirectly convertible into or exchangeable or exercisable for shares of Stock.

“Coordination Committee” shall have the meaning set forth in Section 3.7.

“Covered Person” shall have the meaning set forth in Section 3.4.1.

“Cutback Manager” shall mean, with respect to any registered offering, any Manager Holder who is subject to a disproportionate cutback of shares to be sold in such registered offering in accordance with Section 3.3.1.

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“Designated Principal Investor Groups” shall mean, as of any time of determination, the five (or more if necessary to accommodate “ties”) Principal Investor Groups who hold the greatest number of shares of Common Stock at such time.

“Disproportionate Cutback Shares” shall mean, with respect to any registered offering and any Cutback Manager, a number of shares equal to the excess of (a) the number of shares held by such Cutback Manager that such Cutback Manager was not permitted to include in such registered offering as a result of Section 3.3.1 over (b) the number of shares that such Cutback Manager would not have been permitted to include in such registered offering had all holders of Registrable Securities or Parity Shares who requested to have shares registered in the applicable offering been cutback proportionately.

“Equivalent Shares” shall mean, at any date of determination, (a) as to any outstanding shares of Stock, such number of shares of Stock and (b) as to any outstanding Options, Warrants or Convertible Securities which constitute Shares, the maximum number of shares of Stock for which or into which such Options, Warrants or Convertible Securities may at the time be exercised, converted or exchanged (or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the transaction or circumstance in connection with which the number of Equivalent Shares is to be determined).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Exchange Act Rules” shall mean the rules adopted by the Commission under the Exchange Act.

“Family Member” shall mean, with respect to any natural Person, (a) any lineal descendant or ancestor or sibling (by birth or adoption) of such natural Person, (b) any spouse or former spouse of any of the foregoing, (c) any legal representative or estate of any of the foregoing, or the ultimate beneficiaries of the estate of any of the foregoing, if deceased, (d) any not-for-profit corporation or private charitable foundation and (e) any trust or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing Persons described in clauses (a) through (d) above.

“GS Investors” shall mean, as of any date, GS Capital Partners 2000, L.P., GS Capital Partners 2000 Employee Fund, L.P., GS Capital Partners 2000 Offshore, L.P., Goldman Sachs Direct Investment Fund 2000, L.P., GS Capital Partners 2000 GmbH & Co. Beteiligungs KG, GS Capital Partners V Fund, L.P., GS Capital Partners V Offshore Fund, L.P., GS Capital Partners V GmbH & Co. KG and GS Capital Partners V Institutional, L.P., and their respective Permitted Transferees, in each case only if such Person is then a Registration Rights Stockholder and holds any Shares.

“Holders” shall mean the holders of Registrable Securities that are parties to this Agreement.

“Holdings” shall have the meaning set forth in the Preamble.

“Indemnitee” shall have the meaning set forth in Section 3.4.3.

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“Initial Measurement Period” shall have the meaning set forth in Section 4.1.1(b).

“Initial Public Offering” shall mean the initial underwritten Public Offering registered on Form S-1 (or any successor form under the Securities Act).

“Initiating Investors” shall have the meaning set forth in Section 3.1.1.

“Initiating Transferor” shall have the meaning set forth in Section 4.1.2.

“Investors” shall have the meaning set forth in the Preamble.

“Issuance” shall have the meaning set forth in Section 2.

“Issuer” shall have the meaning set forth in Section 2.

“KKR Investors” shall mean, as of any date, KKR Millennium Fund L.P. and KKR Partners III, L.P., and their respective Permitted Transferees, in each case only if such Person is then a Registration Rights Stockholder and holds any Shares.

“LLC” shall have the meaning set forth in the Preamble.

“Lowerco” shall have the meaning set forth in the Preamble.

“LP Distribution” means a distribution of Shares by an Investor to its partners, members, managers or shareholders in accordance with such Investor’s governing documents.

“Majority Bain Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Bain Investors.

“Majority Blackstone Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Blackstone Investors.

“Majority GS Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the GS Investors.

“Majority in Interest” shall mean with respect to Shares of one or more class(es), a majority in number of such Shares.

“Majority KKR Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the KKR Investors.

“Majority Principal Investors” shall mean, as of any applicable time, (a) Principal Investor Groups who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Principal Investor Groups in the aggregate and (b) if there are more than five Principal Investor Groups, Designated Principal Investor Groups who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Designated Principal Investor Groups in the aggregate.

“Majority Providence Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Providence Investors.

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“Majority Silver Lake Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Silver Lake Investors.

“Majority TPG Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the TPG Investors.

“Management Representative” shall mean (a) Cristóbal Conde during such time as he is the Chief Executive Officer of Opco, (b) such successor person who is approved from time to time as the Management Representative in accordance with this Agreement, or (c) at any time when there is no Management Representative identified in accordance with the foregoing provisions, the Chief Executive Officer of Opco. Successor Management Representatives may be approved in writing by a Majority in Interest of the Management Shares then held by Managers then employed by the Company, excluding, for the purposes of such calculation, the existing Management Representative, provided that such approval must occur no earlier than ten (10) business days after notice proposing a successor Management Representative is given to all such Managers, which notice may be sent only at the direction of (x) the current Management Representative, (y) the holders of at least 15% in interest of the Management Shares held by Managers (and their Manager Designees) then employed by the Company or (z) the Requisite Principal Investors.

“Management Shares” shall mean all Shares held by a Manager or Manager Designee. Any Management Shares that are Transferred by the holder thereof to such holder’s Permitted Transferees shall remain Management Shares in the hands of such Permitted Transferee.

“Manager Designees” shall have the meaning set forth in the Preamble.

“Manager Holder” shall mean any Manager of Manager Designee who is, at the time in question, a Holder.

“Managers” shall have the meaning set forth in the Preamble.

“Merger” shall have the meaning set forth in the Recitals.

“Merger Agreement” shall have the meaning set forth in the Recitals.

“NASD” shall have the meaning set forth in Section 3.3.2(g).

“Opco” shall have the meaning set forth in the Recitals.

“Options” shall mean any options to subscribe for, purchase or otherwise directly acquire Stock, other than any such option held by the Company or Lowerco or any direct or indirect subsidiary thereof, or any right to purchase Shares pursuant to this Agreement.

“Other Holder Shares” shall mean (a) all shares of Stock held by an Other Holder that were Transferred to such Other Holder in a transaction subject to Section 3.5 or that were acquired by such Other Holder upon the exercise, conversion or exchange of any Options, Warrants or Convertible Securities that were Transferred to such Other Holder in a transaction subject to Section 3.5 and (b) all Options, Warrants and Convertible Securities that were Transferred to such Other Holder in a transaction subject to Section 3.5, treating such Options, Warrants and

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Convertible Securities as a number of Other Holder Shares equal to the maximum number of shares of Stock for which or into which such Options, Warrants or Convertible Securities may at the time be exercised, converted or exchanged (or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the transaction or circumstance in connection with which the number of Other Holder Shares is to be determined).

“Other Holders” shall have the meaning set forth in the Preamble.

“Other Investors” shall have the meaning set forth in the Recitals.

“Other Securities” shall have the meaning set forth in Section 2.1.3.

“Parity Shares” shall have the meaning set forth in Section 3.3.1.

“Participating Buyer” shall have the meaning set forth in Section 2.1.2.

“Participating Investor” shall have the meaning set forth in Section 3.3.3.

“Participation Notice” shall have the meaning set forth in Section 2.1.1.

“Participation Offerees” shall have the meaning set forth in Section 2.1.1.

“Participation Portion” shall have the meaning set forth in Section 2.1.1.

“Participation Shares” shall mean all Shares held by an Investor and all Vested Shares held by a Manager or Manager Designee.

“Permitted Registration Rights Assignee” shall have the meaning set forth in Section 3.5.

“Permitted Transferee” shall mean, in respect of (a) any Investor, (i) any Affiliate or Affiliated Fund of such Investor or (ii) any successor entity or, with respect to an Investor organized as a trust, any successor trustee or co-trustee of such trust, (b) any Manager or Manager Designee of such Manager, any Family Member of such Manager and (c) any holder of Shares who is a natural person, (i) upon the death of such natural person, such person’s estate, executors, administrators, personal representatives, heirs, legatees or distributees in each case acquiring the Shares in question pursuant to the will or other instrument taking effect at death of such holder or by applicable laws of descent an distribution and (ii) any Person acquiring such Shares pursuant to a qualified domestic relations order in each case described in clauses (a) through (c), only to the extent such transferee agrees to be bound by the terms of this Agreement and the Stockholders Agreement. In addition, any Registration Rights Stockholder shall be a Permitted Transferee of the Permitted Transferees of itself and any member of a Principal Investor Group shall be a Permitted Transferee of any other member of such Principal Investor Group.

“Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“Potential Participant” shall have the meaning set forth in Section 4.6.

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“Preferred Stock” shall mean the 11.5% Cumulative Preferred Stock, par value $.001 per share, of Lowerco.

“Price Per Equivalent Share” shall mean the Board’s good faith determination of the price per Equivalent Share of any Convertible Securities, Warrants or Options which are the subject of an Issuance pursuant to Section 2 hereof.

“Principal Investor” shall have the meaning set forth in the preamble.

“Principal Investor Group” shall mean any one of (a) the Bain Investors, collectively, (b) the Blackstone Investors, collectively, (c) the GS Investors, collectively, (d) the KKR Investors, collectively, (e) the Providence Investors, collectively, (f) the Silver Lake Investors, collectively and (g) the TPG Investors, collectively; provided, however, that any such Principal Investor Group shall cease to be a Principal Investor Group at such time after the Closing, and at all times thereafter, as such Principal Investor Group ceases to hold Shares representing a Total Combined Investment (as defined in the Company’s certificate of incorporation as in effect on the date hereof) of at least the Minimum Total Combined Investment (as defined in the Company’s certificate of incorporation as in effect on the date hereof); provided, further, that no adjustment pursuant to the Company’s certificate of incorporation to the “Minimum Total Combined Investment” shall cause any former Principal Investor Group to again become a Principal Investor Group. Where this Agreement provides for the vote, consent or approval of any Principal Investor Group, such vote, consent or approval shall be determined by the Majority Bain Investors, the Majority Blackstone Investors, the Majority GS Investors, the Majority KKR Investors, the Majority Providence Investors, the Majority Silver Lake Investors, or the Majority TPG Investors, as the case may be, except as otherwise specifically set forth herein.

“Principal Lock-Up Agreement” shall have the meaning set forth in Section 5 of the Stockholders Agreement.

“Pro Rata Portion” shall mean for purposes of Section 3.3, with respect to each holder of Registrable Securities or Parity Shares requesting that such shares be registered in such registration statement, a number of such shares equal to the aggregate number of shares of Common Stock to be registered in such registration (excluding any shares to be registered for the account of the Company) multiplied by a fraction, the numerator of which is the aggregate number of Registrable Securities and Parity Shares held by such holder, and the denominator of which is the aggregate number of Registrable Securities and Parity Shares held by all holders requesting that their Registrable Securities or Parity Shares be registered in such registration.

“Proceeds” shall have the meaning set forth in the Recitals.

“Prospective Subscriber” shall have the meaning set forth in Section 2.1.1.

“Providence Investors” shall mean Providence Equity Partners V LP and Providence Equity Partners V-A LP and their respective Permitted Transferees, in each case only if such Person is then a Registration Rights Stockholder and holds any Shares.

“Public Offering” shall mean a public offering and sale of Common Stock for cash pursuant to an effective registration statement under the Securities Act.

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“Purchase Price Value” shall mean: (a) $1.00, in the case of a share of Class A Stock, (b) $81.00, in the case of a share of Class L Stock and (c) $100.00, in the case of a share of Preferred Stock, in each case appropriately adjusted for any stock split, stock dividend, combination, recapitalization or similar event involving such class of Stock.

“Purchased and Roll-Over Shares” shall mean (a) all shares of Stock held by a Manager or Manager Designee that were purchased by the original holder thereof on or before the Closing Date or upon the exercise, conversion or exchange of Options described in clause (b) hereof, (b) all Options for shares of Stock held by a Manager, which were received by such Manager on the Closing Date in connection with the roll-over of his or her options from SDS, treating such Options as a number of Purchased and Roll-Over Shares equal to the maximum number of shares of Stock for which such Options may be exercised, and (c) all Shares held by a Manager or Manager Designee that are designated as Purchased and Roll-Over Shares by the Requisite Principal Investors (or the Company if there are no Principal Investors remaining).

“Qualified Institutional Investors” shall mean (a) the Bain Investors; (b) the Blackstone Investors; (c) the GS Investors, (d) the KKR Investors; (e) the Providence Investors; (f) the Silver Lake Investors; (g) the TPG Investors and (h) the respective Affiliates and Affiliated Funds of the foregoing Persons.

“Qualified Public Offering” shall mean the first underwritten Public Offering (other than any Public Offering or sale pursuant to a registration statement on Form S-4, S-8 or a comparable form) in which the aggregate price to the public of all Common Stock sold in such offering in combination with the aggregate price to the public of all Common Stock sold in any previous underwritten Public Offerings (other than any Public Offering or sale pursuant to a registration statement on Form S-4, S-8 or any comparable form) shall exceed $350,000,000.

“Recapitalization Transaction” shall have the meaning set forth in Section 10.2 of the Stockholders Agreement.

“Registrable Securities” shall mean (a) all shares of Class A-8 Stock, (b) all shares of Class A-8 Stock issuable upon conversion of shares of Class A-1 Stock, Class A-2 Stock, Class A-3 Stock, Class A-4 Stock, Class A-5 Stock, Class A-6 Stock, Class A-7 Stock or Class L Stock, (c) all shares of Class A-8 Stock issuable upon exercise, conversion or exchange of any Option, Warrant or Convertible Security and all Shares of Class A-8 Stock issued in exchange for securities of any subsidiary of the Company and (d) all shares of Class A-8 Stock directly or indirectly issuable with respect to the securities referred to in clauses (a), (b) or (c) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, in each case constituting Participation Shares or Other Holder Shares. As to any particular Registrable Securities, such shares shall cease to be Registrable Securities when (i) such securities shall have ceased to be Participation Shares or Other Holder Shares hereunder, (ii) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (iii) such securities shall have been Transferred pursuant to Rule 144 or Rule 145, (iv) disposition of such securities may be made by the Holder thereof under Rule 144 or 145 and the holder of such securities holds no more than one percent of the shares of the applicable class outstanding as shown by the most recent report or

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statement published by the Company, but only to the extent such securities are not restricted from transfer by the provisions of Section 4 hereof, (v) subject to the provisions of Section 8.2 hereof, such securities shall have been otherwise transferred to a Person that is not an Affiliate of the transferor, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company as part of such transfer and subsequent disposition of them shall not require registration of them under the Securities Act and such securities may be distributed without volume limitation or other restrictions on transfer under Rule 144 or Rule 145 (including without application of paragraphs (c), (e) (f) and (h) of Rule 144), (vi) such securities shall have ceased to be outstanding or (vii) the holder thereof shall have withdrawn from this Agreement pursuant to Section 8.3.

“Registration Expenses” means any and all expenses incident to performance of or compliance with Section 3 of this Agreement (other than underwriting discounts and commissions paid to underwriters and transfer taxes, if any), including (a) all Commission and securities exchange or NASD registration and filing fees, (b) all fees and expenses of complying with securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities), (c) all printing, messenger and delivery expenses, (d) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or NASD pursuant to Section 3.3.2(g) and all rating agency fees, (e) the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits and/or “cold comfort” letters required by or incident to such performance and compliance, (f) the reasonable fees and disbursements of one counsel for the Holders selected pursuant to the terms of Section 3 and any Additional Counsel, (g) any fees and disbursements of underwriters customarily paid by the issuers or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require, and the reasonable fees and expenses of any special experts retained in connection with the requested registration, but excluding underwriting discounts and commissions and transfer taxes, if any, (h) expenses incurred in connection with any road show (including the reasonable out-of-pocket expenses of the Holders) and (i) any other fees and disbursements customarily paid by the issuers of securities.

“Registration Rights Stockholders” shall have the meaning set forth in the Preamble.

“Related Group” shall mean, with respect to any 144 measurement period, all Registration Rights Stockholders other than those (a) who have agreed to forego their full pro rata share of the Rule 144 group limit in accordance with the last sentence of Section 4.1.1(a), (b) who have opted out of 144 Coordination pursuant to Section 4.1.1(d) or (c) who have been excluded from the provisions of Section 4.1 through 4.4 pursuant to the last sentence of Section 4.5, unless, in each case, such person’s sales of Shares are required to be aggregated with sales of Shares of all Registration Rights Stockholders not described in clauses (a) through (c) for purposes of clauses (e)(1) or (2) of Rule 144.

“Requisite Principal Investors” shall mean at any time the approval of Principal Investor Groups who, in the aggregate, hold a number of shares of Common Stock that is at least two-thirds of the aggregate number of shares of Common Stock then held by all Principal Investor Groups.

“Rule 144” shall mean Rule 144 under the Securities Act (or any successor Rule).

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“Rule 145” shall mean Rule 145 under the Securities Act (or any successor Rule).

“Sale” shall mean a Transfer for value and the terms “Sell” and “Sold” shall have correlative meanings.

“SDS” shall have the meaning set forth in the Recitals.

“Securities Act” shall mean the Securities Act of 1933 and the rules promulgated thereunder, as amended from time to time.

“Shares” shall mean (a) all shares of Stock held by a Registration Rights Stockholder, whenever issued, including all shares of Stock issued upon the exercise, conversion or exchange of any Options, Warrants or Convertible Securities and (b) all Options, Warrants and Convertible Securities held by a Registration Rights Stockholder (treating such Options, Warrants and Convertible Securities as a number of Shares equal to the number of Equivalent Shares represented by such Options, Warrants and Convertible Securities for all purposes of this Agreement except as otherwise specifically set forth herein), including, in either case, any securities received in a “Recapitalization Transaction” in accordance with Section 4.3 of the Stockholders Agreement.

“Shelf Underwritten Offering” has the meaning set forth in Section 3.6.

“Silver Lake Investors” shall mean, as of any date, Silver Lake Partners II, L.P., Silver Lake Technology Investors II, L.L.C. and Integral Capital Partners VII, L.P., and their respective Permitted Transferees, in each case only if such Person is then a Registration Rights Stockholder and holds any Shares.

“Solar Capital” shall have the meaning set forth in the Preamble.

“Specified Amendment” shall mean any Amendment affecting (a) the second or third sentence of Section 8.2(b) or (b) any defined term in this Agreement to the extent used in any of the foregoing provisions as such term applies to such provisions.

“Stock” shall mean the Common Stock and the Preferred Stock.

“Stockholders Agreement” shall have the meaning set forth in the Recitals.

“Subject Securities” shall have the meaning set forth in Section 2.

“Tag Eligible Shares” shall mean, at any time, all Shares that (a) are not Management Shares or (b) are Management Shares that will be Vested Shares as of the proposed Transfer date as reasonably determined in good faith by the Initiating Transferor.

“Take Down Notice” has the meaning set forth in Section 3.6.

“TPG Investors” shall mean, as of any date, TPG Partners IV, L.P., T³ Partners II, L.P., T³ Parallel II, L.P., TPG Solar III LLC and TPG Solar Co-Invest LLC, and their respective Permitted Transferees, in each case only if such Person is then a Registration Rights Stockholder and holds any Shares.

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“Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any Shares or Other Holder Shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. For the avoidance of doubt, it shall constitute a “Transfer” subject to the restrictions on Transfer contained or referenced in Section 4 (a) if a transferee is not an individual, a trust or an estate, and the transferor or an Affiliate thereof ceases to control such transferee or (b) with respect to a holder of Shares which was formed for the purpose of holding Shares, there is a Transfer of the equity interests of such holder other than to a Permitted Transferee of such holder or of the party transferring the equity of such holder.

“Vested Shares” shall mean, with respect to a Manager or Manager Designee at any time, the Management Shares held by such Manager or Manager Designee which are not subject to vesting requirements at such time.

“Warrants” shall mean any warrants to subscribe for, purchase or otherwise directly acquire Stock.

“Withdrawing Holders” shall have the meaning set forth in Section 8.3.

11. MISCELLANEOUS.

11.1. Authority: Effect. Each party hereto represents and warrants to and agrees with each other party that (a) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound and (b) this Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except to the extent that the enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors generally and (ii) general principles of equity. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association. The Company and Lowerco shall be jointly and severally liable for all obligations of each such party pursuant to this Agreement.

11.2. Notices. Any notices and other communications required or permitted in this Agreement shall be effective if in writing and (a) delivered personally, (b) sent by facsimile or e-mail (if provided and the recipient acknowledges receipt thereof by reply e-mail or otherwise), or (c) sent by overnight courier, in each case, addressed as follows:

If to the Company, Lowerco, Holdings, LLC or Opco, to it:

c/o SunGard Data Systems, Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

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Attention: General Counsel

with copies to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02210

Facsimile: (617) 951-7050

Attention: Alfred Rose, Esq.

E-mail: arose@ropesgray.com

If to a Bain Investor or the Bain Principal Investor Group, to it:

c/o Bain Capital, LLC

111 Huntington Avenue

Boston, Massachusetts 02199

Facsimile: (617) 516-2710

Attention: John Connaughton

E-mail: jconnaughton@baincapital.com

with copies to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile: (617) 951-7050

Attention: R. Newcomb Stillwell, Esq.

E-mail: nstillwell@ropesgray.com

If to a Blackstone Investor or to the Blackstone Principal Investor Group, to it:

c/o Blackstone Management Partners IV L.L.C.

345 Park Avenue, 31^st Floor New York, NY 10154

Facsimile: (212) 583-5722

Attention: Chinh Chu

E-mail: chu@blackstone.com

with copies to:

Paul Hastings, Janofsky & Walker LLP

75 E. 55th Street

New York, NY 10022

Facsimile: (212) 230-7617

Attention: John Altorelli, Esq.

E-mail: johnaltorelli@paulhastings.com

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and

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile: (212) 455-2502

Attention: Wilson Neely, Esq.

E-mail: wneely@stblaw.com

If to a GS Investor or to the GS Principal Investor Group, to it:

c/o GS Capital Partners 2000, L.P.

85 Broad Street

New York, New York 10004

Facsimile: (212) 357-5505

Attention: Sanjeev Mehra

E-mail: sanjeev.mehra@gs.com

with copies to:

Wachtell, Lipton, Rosen & Katz

51 West 52^nd Street

New York, New York 10019

Facsimile: (212) 403-2000

Attention: Mark Gordon, Esq.

E-mail: mgordon@wlrk.com

If to a KKR Investor or to the KKR Principal Investor Group, to it:

c/o Kohlberg Kravis Roberts & Co L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

Facsimile: (650) 233-6561

Attention: James H. Greene, Jr.

E-mail: jgreene@kkr.com

with copies to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile: (212) 455-2502

Attention: David Sorkin, Esq.

E-mail: dsorkin@stblaw.com

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If to a Providence Investor or to the Providence Principal Investor Group, to it:

c/o Providence Equity Partners Inc.

50 Kennedy Plaza

18^th Floor

Providence, RI 02903

Facsimile: (401) 751-1790

Attention: Jonathan M. Nelson

E-mail: j.nelson@provequity.com

with copies to:

Weil, Gotshal & Manges LLP

100 Federal Street, 34^th Floor

Boston, MA 02110

Facsimile: (617) 772-8333

Attention: Marilyn French, Esq.

E-mail: marilyn.french@weil.com

If to a Silver Lake Investor or to the Silver Lake Principal Investor Group, to it:

c/o Silver Lake Partners

9 West 57th Street, 25th Floor

New York, NY 10019

Facsimile: (212) 981-3535

Attention: Egon Durban

E-mail: egon.durban@silverlake.com

with copies to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile: (617) 951-7050

Attention: Alfred O. Rose, Esq.

E-mail: arose@ropesgray.com

If to a TPG Investor or to the TPG Principal Investor Group, to it:

c/o Texas Pacific Group

301 Commerce Street

Fort Worth, Texas 76102

Facsimile: (817) 871-4088

Attention: David A. Spuria, Esq.

E-mail: dspuria@texpac.com

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with copies to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Facsimile: (212) 225-3999

Attention:	Michael L. Ryan, Esq.
	Paul J. Shim, Esq.

E-mail:	mryan@cgsh.com
	pshim@cgsh.com

If to any Manager or Manager Designee, to it:

c/o SunGard Data Systems, Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Attention: General Counsel

with copies to:

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, NY 10178

Facsimile: (212) 309-6001

Attention:	Howard L Shecter, Esq.
	Ira White, Esq.

E-mail:	hshecter@morganlewis.com
	iwhite@morganlewis.com

If to any other Registration Rights Stockholder, to it at the address set forth on Exhibit A, or if not set forth thereon, in the records of the Company.

Notice to the holder of record of any shares of capital stock shall be deemed to be notice to the holder of such shares for all purposes hereof.

Unless otherwise specified herein, such notices or other communications shall be deemed effective (x) on the date received, if personally delivered, (y) on the date received if delivered by facsimile or e-mail (subject to the recipient confirming receipt thereof in the case of e-mail) on a business day, or if not delivered on a business day, on the first business day thereafter and (z) two business days after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

11.3. Binding Effect, Etc. Except for restrictions on the Transfer of Shares set forth in other written agreements, plans or documents, and except for other written agreements dated on or about the date of this Agreement, this Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written

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agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Registration Rights Stockholder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

11.4. Descriptive Heading. The descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not be construed to define or limit any of the terms or provisions hereof.

11.5. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument. A facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original.

11.6. Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

11.7. No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Investors hereto may be corporations, partnerships, limited liability companies or trusts, each party to this Agreement covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner, member, manager or trustee of any Investor or of any partner, member, manager, trustee, Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Investor or any current or future member of any Investor or any current or future director, officer, employee, partner, member, manager or trustee of any Investor or of any Affiliate or assignee thereof, as such, for any obligation of any Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

11.8. Aggregation of Shares. All Shares held by an Investor and its Affiliates and Affiliated Funds shall be aggregated together for purposes of determining the availability of any rights under Sections 2, 3 and 4. Within any Principal Investor Group, the Investors may allocate the ability to exercise any rights under this Agreement in any manner that such Principal Investor Group (by a Majority in Interest of the Shares held by such Principal Investor Group) sees fit.

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11.9. Obligations of Company, Lowerco, Holdings, LLC and Opco. Each of the Company, Lowerco, Holdings, LLC and Opco shall be jointly and severally liable for any payment obligation of any of the Company, Lowerco, Holdings, LLC or Opco pursuant to this Agreement.

11.10. Expenses of Managers. The Company shall reimburse the Managers and Manager Designees for the reasonable costs of one counsel retained on behalf of the Managers and/or Manager Designees with respect to the Managers and/or Manager Designees exercising or enforcing rights afforded them under this Agreement, the Stockholders Agreement or the certificates of incorporation or limited liability company agreement, as applicable, of any of the Company, Lowerco, Holdings, LLC or Opco.

12. GOVERNING LAW.

12.1. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

12.2. Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.2 hereof is reasonably calculated to give actual notice.

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12.3. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 12.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 12.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

12.4. Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

[Signature pages follow]

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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE COMPANY:	SUNGARD CAPITAL CORP.
	By:	*
	Name:	Michael J. Ruane
	Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary

LOWERCO:	SUNGARD CAPITAL CORP. II
	By:	*
	Name:	Michael J. Ruane
	Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary

HOLDINGS:	SUNGARD HOLDING CORP.
	By:	*
	Name:	Michael J. Ruane
	Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary

LLC:	SUNGARD HOLDCO LLC
	By:	*
	Name:	Michael J. Ruane
	Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary

SOLAR CAPITAL:	SOLAR CAPITAL CORP.
	By:	*
	Name:	Michael J. Ruane
	Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Michael J. Ruane

Michael J. Ruane

THE PRINCIPAL INVESTORS:

THE OTHER INVESTORS:

THE MANAGERS:

EX-10.27

Exhibit 10.27

MANAGEMENT AGREEMENT

This Management Agreement (this “Agreement”) is entered into as of August 11, 2005 by and among SunGard Data Systems Inc., a Delaware corporation (the “Company”), SunGard Capital Corp., a Delaware corporation (“Capital”), SunGard Capital Corp. II, a Delaware corporation (“Capital II”), SunGard Holding Corp., a Delaware corporation (“Holdings”), SunGard Holdco LLC (“LLC” and, together with the Company, Capital, Capital II and Holdings, the “SunGard Corporations”), Bain Capital Partners, LLC (“Bain”), Blackstone Communications Advisors I L.L.C. (“BCOM Advisors”), Blackstone Management Partners IV L.L.C. (“BCP IV”, and together with BCOM Advisors, “Blackstone”), Goldman, Sachs & Co. (“Goldman Sachs”), Kohlberg Kravis Roberts & Co. L.P. (“KKR”), Providence Equity Partners V Inc. (“Providence”), Silver Lake Management Company, L.L.C. (“Silver Lake”) and TPG GenPar IV, L.P. (“TPG”, and together with Bain, Blackstone, Goldman Sachs, KKR, Providence and Silver Lake, the “Managers”, provided that each such entity shall cease to be a “Manager” for all purposes hereunder at such time as investment funds affiliated with such Manager are no longer members of a Principal Investor Group). Certain capitalized terms used herein are specifically defined in Section 6.

RECITALS

WHEREAS, each of Capital, Capital II, Holdings, LLC and Solar Capital Corp., a Delaware corporation (“Solar Capital”), has been formed for the purpose of engaging in a transaction in which Solar Capital will be merged with and into the Company, with the Company surviving (the “Merger”) pursuant to an Agreement and Plan of Merger between Solar Capital and the Company dated as of March 27, 2005 (as amended from time to time, the “Merger Agreement”).

WHEREAS, to enable Solar Capital to engage in the Merger and related transactions, the Managers provided financial and structural advice and analysis as well as assistance with due diligence investigations and negotiations (the “Financial Advisory Services”); and

WHEREAS, the SunGard Corporations want to retain the Managers to provide certain management, consulting and advisory services to the SunGard Corporations, and the Managers are willing to provide such services on the terms set forth below.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Services. Each of the Managers hereby agrees that, during the term of this Agreement (the “Term”), it will provide the following management, consulting and advisory services to the SunGard Corporations as requested from time to time by the Boards of Directors or Managers, as applicable, of the SunGard Corporations:

(a) advice in connection with the negotiation of agreements, contracts, documents and instruments relating to the SunGard Corporations’ financing;

(b) financial, managerial and operational advice in connection with the SunGard Corporations’ business, including, without limitation, advice with respect to the development and implementation of strategies for improving the operating, marketing and financial performance of the SunGard Corporations and their subsidiaries; and

(c) such other services (which may include financial and strategic planning and analysis, consulting services, human resources and executive recruitment services and other services) as such Manager and the SunGard Corporations may from time to time agree in writing.

Each of the Managers shall devote such time and efforts to the performance of services contemplated hereby as such Manager deems reasonably necessary or appropriate; provided, however, that no minimum number of hours is required to be devoted by Bain, Blackstone, Goldman Sachs, KKR, Providence, Silver Lake or TPG on a weekly, monthly, annual or other basis. The SunGard Corporations acknowledge that each of the Managers’ services are not exclusive to any of the SunGard Corporations and that each Manager will render similar services to other persons and entities. The Managers and the SunGard Corporations understand that the SunGard Corporations may, at times, engage one or more investment bankers or financial advisers to provide services in addition to, but not in lieu of, services provided by the Managers under this Agreement. In providing services to the SunGard Corporations, each Manager will act as an independent contractor and it is expressly understood and agreed that this Agreement is not intended to create, and does not create, any partnership, agency, joint venture or similar relationship and that no party has the right or ability to contract for or on behalf of any other party or to effect any transaction for the account of any other party.

2. Payment of Fees.

(a) The SunGard Corporations, jointly and severally, will pay to the Managers (or such affiliates as they may respectively designate), in consideration of the Managers providing the Financial Advisory Services, an aggregate transaction fee (the “Transaction Fee”) in the amount of $95,000,000, such fee being payable at the closing of the Merger. A portion of the Transaction Fee in an amount equal to $125,000 shall be paid to counsel for the sponsors as a reserve against certain post-closing expenses. The remainder of the Transaction Fee shall be divided among the Managers as follows:

Bain:	$	14,637,857.14
Blackstone:	$	14,637,857.14
Goldman Sachs:	$	13,553,571.43
KKR:	$	14,637,857.14
Providence:	$	8,132,142.86
Silver Lake:	$	14,637,857.14
TPG:	$	14,637,857.14

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(b) During the Term, the SunGard Corporations, jointly and severally, will pay to the Managers (or such affiliates as they may respectively designate), a quarterly periodic fee (the “Periodic Fee”) of 1.0% of EBITDA for the calendar quarter in question in exchange for the ongoing services provided by the Managers under Section 1 of this Agreement, such fee being payable by the Company in arrears as soon as practicable following the determination of EBITDA for the applicable calendar quarter. The Periodic Fee shall be payable in full for any quarter during which this Agreement was in effect for any portion thereof and shall not be refundable in whole or in part. The Periodic Fee shall be divided among the Managers pro rata in proportion to the Purchase Price Value of the Shares held the investment funds affiliated with each Manager on the last business day in the applicable calendar quarter for which such Periodic Fee is required to be paid (provided that, for purposes of this Agreement, (i) the Bain Investors and their respective Affiliated Funds shall be deemed to be investment funds affiliated with Bain; (ii) the Blackstone Investors and their respective Affiliated Funds shall be deemed to be investment funds affiliated with Blackstone; (iii) the Goldman Sachs Investors and their respective Affiliated Funds shall be deemed to be investment funds affiliated with Goldman Sachs, (iv) the KKR Investors and their respective Affiliated Funds shall be deemed to be investment funds affiliated with KKR; (v) the Providence Investors and their respective Affiliated Funds shall be deemed to be investment funds affiliated with Providence; (vi) the Silver Lake Investors and their respective Affiliated Funds shall be deemed to be investment funds affiliated with Silver Lake; and (vii) the TPG Investors and their respective Affiliated Funds shall be deemed to be investment funds affiliated with TPG).

(c) During the Term, the Managers will advise the SunGard Corporations in connection with debt or equity financing, acquisition, disposition and change of control transactions involving the SunGard Corporations or any of their respective direct or indirect subsidiaries (however structured), and the SunGard Corporations, jointly and severally, will, for each transaction which has a gross transaction value of at least $25,000,000, pay to the Managers (or such affiliates as they may respectively designate) an aggregate fee (the “Subsequent Fee”) in connection with each such transaction equal to one percent (1%) of the gross transaction value of such transaction or such other amount as may be mutually agreed by the applicable SunGard Corporation and the Requisite Managers, such fee to be due and payable for the foregoing services at the closing of such transaction. Each Subsequent Fee shall be divided among the Managers pro rata in proportion to the Purchase Price Value of the Shares held by the investment funds affiliated with each Manager on the date such Subsequent Fee is required to be paid.

3. Term. This Agreement shall continue in full force and effect until December 31, 2015; provided that this Agreement shall be automatically extended each December 31 for an additional year unless the SunGard Corporations or the Requisite Managers provide written notice of their desire not to automatically extend the term of this Agreement to the other parties hereto at least 90 days prior to such December 31; provided, however, (a) that the Requisite

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Managers may cause this Agreement to terminate at any time and (b) this Agreement shall terminate automatically immediately prior to an Initial Public Offering unless the Majority Managers determine otherwise. In the event of a termination of this Agreement, the SunGard Corporations, jointly and severally, shall pay each of the Managers (or such affiliates as they may respectively designate) (i) all unpaid Periodic Fees (pursuant to Section 2(b) above), Subsequent Fees (pursuant to Section 2(c) above) and expenses (pursuant to Section 4(a) below) due with respect to periods prior to the date of termination plus (ii) the sum of the net present values (using discount rates equal to the then yield on U.S. Treasury Securities of like maturity) of the Periodic Fees that would have been payable with respect to the period from the date of termination until the expiration date in effect immediately prior to such termination, assuming, for such purposes, that (1) the baseline EBITDA for purposes of such calculation is the greater of (A) EBITDA for the most recently completed quarter and (B) the average of the EBITDA for the last four completed quarters and (2) EBITDA would have grown during each subsequent quarter until the expiration date in effect immediately prior to such termination at a rate reflecting a compounded annual growth rate of 7.74%. The amounts described in clause (ii) above shall be divided among the Managers pro rata in proportion to the Purchase Price Value of the Shares held by the investment funds affiliated with each Manager on the applicable termination date. Sections 4 and 5 of this Agreement shall survive any termination of this Agreement with respect to matters occurring before, on or after the date of such termination.

4. Expenses; Indemnification.

(a) Expenses. The SunGard Corporations, jointly and severally, will pay on demand all Reimbursable Expenses. As used herein, “Reimbursable Expenses” means (i) all expenses incurred or accrued prior to the date on which the transactions contemplated by the Merger Agreement are consummated (the “Closing Date”) by any of the Managers or their affiliates in connection with this Agreement, the Merger or any related transactions, consisting of their respective out-of-pocket expenses for travel and other incidentals in connection with such transactions (including, without limitation, all air travel (by first class on a commercial airline or by charter, as determined by the party seeking reimbursement) and other travel related expenses) and the out-of-pocket expenses and the fees and charges of (A) Ropes & Gray LLP, (B) Simpson Thacher & Bartlett LLP, (C) Paul, Hastings, Janofsky and Walker LLP, (D) Wachtell, Lipton, Rosen & Katz, (E) Weil, Gotshal & Manges, LLP, (F) Cleary Gottlieb Steen & Hamilton LLP, (G) Ashurst, (H) other foreign counsel retained by the Managers in connection with the transaction, (I) Deloitte & Touche LLP, (J) Bain & Company and (K) any other consultants or advisors retained by the Managers in connection with such transactions, (ii) reasonable out-of-pocket expenses incurred from and after the Closing Date relating to their affiliated funds’ investment in, the operations of, or the services provided by the Managers or former Managers to, the SunGard Corporations or any of their affiliates from time to time (including, without limitation, all air travel (by first class on a commercial airline or by charter, as determined by the appropriate Manager or former Manager) and other travel related expenses), provided, however, that the Majority Managers must approve any expenses referred to in this clause (ii) other than routine out-of-pocket expenses, (iii) reasonable out-of-pocket legal expenses incurred by any Manager or former Manager or their affiliates from and after the Closing Date in connection with the enforcement

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of rights or taking of actions under this Agreement, the Subscription Agreement, the SunGard Corporations’ certificates of incorporation and bylaws, the Stockholders Agreement, the Participation, Registration Rights and Coordination Agreement or the Principal Investor Agreement; provided that the reimbursement of expenses incurred by the Managers or former Managers, or their affiliates, which are subject to reimbursement under Section 4.3 of the Principal Investor Agreement, will be governed by, and subject to any limitations contained in, such section and (iv) expenses incurred from and after the Closing Date by the Managers or former Managers, and their affiliates, which the Majority Managers agree are properly allocable to the SunGard Corporations under this Agreement.

(b) Indemnity and Liability. The SunGard Corporations, jointly and severally, will indemnify, exonerate and hold each of the Managers and former Managers, and each of their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), as a result of, arising out of, or in any way relating to (i) this Agreement, the Merger, any transaction to which a SunGard Corporation is a party or any other circumstances with respect to a SunGard Corporation (other than any such Indemnified Liabilities to the extent such Indemnified Liabilities arise out of any breach of the Principal Investor Agreement, the Participation, Registration Rights and Coordination Agreement, the Stockholders Agreement or the Subscription Agreement by such Indemnitee or its affiliated or associated Indemnitees or any transaction entered into after the Closing Date or other circumstances existing after the Closing Date with respect to which the interests of such Indemnitee or its affiliated or associated Indemnitees were adverse to the interests of the SunGard Corporations) or (ii) operations of, or services provided by any of the Managers or former Managers to the SunGard Corporations, or any of their affiliates from time to time, whether pursuant to this Agreement or otherwise; provided that the foregoing indemnification rights shall not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct, and further provided that, if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the SunGard Corporations hereby agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 4(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the SunGard Corporations, then such payments shall be promptly repaid by such Indemnitee to the SunGard Corporations.

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The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. None of the Indemnitees shall in any event be liable to the SunGard Corporations or any of their affiliates for any act or omission suffered or taken by such Indemnitee in connection with, relating to or arising out of this Agreement, including without limitation the services provided by such Indemnitee to any of the SunGard Corporations or any of their affiliates (a) that does not constitute gross negligence or willful misconduct or (b) in excess of the fees received by the applicable Manager hereunder. If the Indemnitees related to more than one Manager or former Manager are similarly situated with respect to their interests in connection with a matter that may be an Indemnified Liability and such Indemnified Liability is not based on a Third-Party Claim, the Indemnitees may enforce their rights pursuant to this Section 4(b) with respect to such matter only with the consent of at least a majority of the Managers or former Managers whose Indemnitees are so involved. In the event that any party that was previously a Manager hereunder ceases to be a Manager in accordance with the definition thereof, the provisions hereof for the benefit of Indemnitees of such party shall inure to such Indemnitees and their successors and assigns.

5. Disclaimer and Limitation of Liability; Opportunities.

(a) Disclaimer; Standard of Care. None of the Managers or former Managers makes any representations or warranties, express or implied, in respect of the services to be provided by any Manager or former Manager hereunder. In no event shall any of the Managers or former Manager be liable to the SunGard Corporations or any of their affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of such Manager or former Manager as determined by a final, non-appealable determination of a court of competent jurisdiction.

(b) Freedom to Pursue Opportunities. In recognition that each Manager or former Manager and their respective Indemnitees currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which each Manager or former Manager or their respective Indemnitees may serve as an advisor, a director or in some other capacity, and in recognition that each Manager or former Manager and their respective Indemnitees have myriad duties to various investors and partners, and in anticipation that the SunGard Corporations, on the one hand and each of the Managers or former Managers (or one or more affiliates, associated investment funds or portfolio companies), on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the SunGard Corporations hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 5(b) are set forth to regulate, define

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and guide the conduct of certain affairs of the SunGard Corporations as they may involve such Manager. Except as a Manager or former Manager may otherwise agree in writing after the date hereof:

(i) Such Manager or former Manager and their respective Indemnitees shall have the right: (A) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company and its subsidiaries, (B) to directly or indirectly do business with any client or customer of the Company and its subsidiaries, (C) to take any other action that such Manager or former Manager believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 5(b), and (D) not to present potential transactions, matters or business opportunities to the SunGard Corporations or any of their subsidiaries, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another person.

(ii) Such Manager or former Manager and their respective Indemnitees shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the SunGard Corporations or any of their affiliates or to refrain from any actions specified in Section 5(b)(i), and the SunGard Corporations, on their own behalf and on behalf of their affiliates, hereby renounce and waive any right to require such Manager or former Manager or any of their Indemnitees to act in a manner inconsistent with the provisions of this Section 5(b).

(iii) None of such Manager or former Manager, nor any of its Indemnitees shall be liable to the SunGard Corporations or any of their affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 5(b) or of any such person’s participation therein.

(c) Limitation of Liability. In no event will any of the Managers or former Managers or any of their Indemnitees be liable to the SunGard Corporations or any of their affiliates or either of the other Managers or former Managers or their Indemnitees for any indirect, special, incidental or consequential damages, including, without limitation, lost profits or savings, whether or not such damages are foreseeable, or for any third party claims (whether based in contract, tort or otherwise), relating to, in connection with or arising out of this Agreement, including without limitation the services to be provided by the Managers or former Managers hereunder, or for any act or omission that does not constitute gross negligence or willful misconduct or in excess of the fees received by the applicable Manager hereunder.

6. Definitions. For purposes of this agreement, the following terms shall have the following meanings:

“Affiliated Funds” shall have the same meaning given to it in the Principal Investor Agreement.

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“Bain Investors” shall have the meaning given to such term in the Principal Investor Agreement.

“Blackstone Investors” shall have the meaning given to such term in the Principal Investor Agreement.

“Designated Managers” shall mean the five Managers whose affiliated investment funds then hold Shares with the greatest Purchase Price Value.

“EBITDA” shall have the meaning given to such term in the Indenture as in effect on the date hereof, provided that for purposes of this agreement, “EBITDA” for any quarter, and any other amount required to be calculated in order to calculate “EBITDA” for such quarter shall be calculated as if the Periodic Fee were not paid.

“Goldman Sachs Investors” shall have the meaning given to such term in the Principal Investor Agreement.

“Indenture” shall mean the Indenture dated as of August 11, 2005 among Solar Capital, the Company, the guarantors named on the signature pages thereto and The Bank of New York as trustee, relating to the issuance of 9 ¹/8% Senior Notes due 2013 and Senior Floating Rate Notes due 2013.

“Initial Public Offering” shall have the meaning given to such term in the Principal Investor Agreement.

“KKR Investors” shall have the meaning given to such term in the Principal Investor Agreement.

“Majority in Interest” shall have the meaning given to such term in the Principal Investor Agreement.

“Majority Managers” shall mean, as of any applicable time, (a) Managers whose affiliated investment funds, in the aggregate, hold a Majority in Interest of the Shares then held by all Managers’ affiliated investment funds in the aggregate and (b) if there are more than five Managers, Designated Managers whose affiliated investment funds, in the aggregate, hold a Majority in Interest of the Shares then held by all Designated Managers’ affiliated investment funds.

“Participation, Registration Rights and Coordination Agreement” means the Participation, Registration Rights and Coordination Agreement dated August 10, 2005 among Capital, Capital II, Holdings, LLC, Solar Capital and certain stockholders of Capital and Capital II.

“Person” means any individual or corporation, association, partnership, limited liability company, joint venture, joint stock or other company, business trust, trust, organization, or other entity of any kind.

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“Principal Investor Agreement” means the Principal Investor Agreement dated August 10, 2005 among Capital, Capital II, Holdings, LLC, Solar Capital and the Principal Investors (as defined therein).

“Principal Investor Group” shall have the meaning given to such term in the Principal Investor Agreement.

“Providence Investors” shall have the meaning given to such term in the Principal Investor Agreement.

“Requisite Managers” shall mean, at any time, the approval of Managers whose affiliated investment funds, in the aggregate, hold Shares with a Purchase Price Value that is at least two-thirds of the Purchase Price Value of all Shares then held by all Managers’ affiliated investment funds.

“Purchase Price Value” shall have the meaning given to such term in the Participation, Registration Rights and Coordination Agreement.

“Shares” shall have the meaning given to such term in the Principal Investor Agreement.

“Silver Lake Investors” shall have the meaning given to such term in the Principal Investor Agreement.

“Stockholders Agreement” means the Stockholders Agreement dated August 10, 2005 among Capital, Capital II, Holdings, LLC, Solar Capital and certain stockholders of Capital and Capital II.

“Subscription Agreement” means the Subscription Agreement dated August 10, 2005 among Capital, Capital II, Holdings, LLC, Solar Capital and the Subscribers (as defined therein).

“Third-Party Claim” means any (i) claim brought by a Person other than a SunGard Corporation, a Manager or any indemnified Person related to a Manager and (ii) any derivative claim brought in the name of a SunGard Corporation that is initiated by a Person other than a Manager or any indemnified Person related to a Manager.

“TPG Investors” shall have the meaning given to such term in the Principal Investor Agreement.

7. Assignment, etc. Except as provided below, none of the parties hereto shall have the right to assign this Agreement without the prior written consent of each of the other parties. Notwithstanding the foregoing, (a) any Manager may assign all or part of its rights and obligations hereunder to any of its respective affiliates which provides services similar to those called for by this Agreement, in which event such Manager shall be released of its rights to fees under Section 2 and reimbursement of expenses under Section 4(a) and all of its obligations hereunder and (b) the provisions hereof for the benefit of Indemnitees of the Managers shall inure to the benefit of such Indemnitees and their successors and assigns.

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8. Amendments and Waivers. No amendment or waiver of any term, provision or condition of this Agreement shall be effective, unless in writing and executed by the Majority Managers and the SunGard Corporations; provided, that any amendment that would increase any fee pursuant to this Agreement shall require the written consent of the Requisite Managers and the SunGard Corporations and any amendment or waiver that discriminates against a Manager will require the consent of such Manager; and provided, further that any Manager may waive any portion of any fee to which it is entitled pursuant to this Agreement, and, unless otherwise directed by such Manager, such waived portion shall revert to the SunGard Corporations. No waiver on any one occasion shall extend to or effect or be construed as a waiver of any right or remedy on any future occasion. No course of dealing of any person nor any delay or omission in exercising any right or remedy shall constitute an amendment of this Agreement or a waiver of any right or remedy of any party hereto.

9. Governing Law; Jurisdiction.

(a) Choice of Law. This Agreement and all matters arising under or related to this Agreement shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

(b) Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of

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process in any such proceeding in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11 hereof is reasonably calculated to give actual notice.

(c) WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 9(c) CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 9(c) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

10. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior communication or agreement with respect thereto.

11. Notice. Any notices and other communications required or permitted in this Agreement shall be effective if in writing and (a) delivered personally, (b) sent by facsimile or e-mail (if provided and the recipient acknowledges receipt thereof by reply e-mail or otherwise), or (c) sent by overnight courier, in each case, addressed as follows:

If to a SunGard Corporation, to it:

c/o SunGard Data Systems, Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Attention: General Counsel

with copies to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02210

Facsimile: (617) 951-7050

Attention: Alfred Rose, Esq.

E-mail: arose@ropesgray.com

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If to Bain, to it:

Bain Capital Partners, LLC

111 Huntington Avenue

Boston, Massachusetts 02199

Facsimile: (617) 516-2710

Attention: John Connaughton

E-mail: jconnaughton@baincapital.com

with copies to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile: (617) 951-7050

Attention: R. Newcomb Stillwell, Esq.

E-mail: nstillwell@ropesgray.com

If to Blackstone, to it:

c/o Blackstone Management Partners IV L.L.C.

345 Park Avenue, 31^st Floor

New York, NY 10154

Facsimile: (212) 583-5722

Attention: Chinh Chu

E-mail: chu@blackstone.com

with copies to:

Paul Hastings, Janofsky & Walker LLP

75 E. 55th Street

New York, NY 10022

Facsimile: (212) 230-7617

Attention: John Altorelli, Esq.

E-mail: johnaltorelli@paulhastings.com

and

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile: (212) 455-2502

Attention: Wilson Neely, Esq.

E-mail: wneely@stblaw.com

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If to Goldman Sachs, to it:

c/o GS Capital Partners 2000, L.P.

85 Broad Street

New York, New York 10004

Facsimile: (212) 357-5505

Attention: Sanjeev Mehra

E-mail: sanjeev.mehra@gs.com

with copies to:

Wachtell, Lipton, Rosen & Katz

51 West 52^nd Street

New York, New York 10019

Facsimile: (212) 403-2000

Attention: Mark Gordon, Esq.

E-mail: mgordon@wlrk.com

If to KKR, to it:

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

Facsimile: (650) 233-6561

Attention: James H. Greene, Jr.

E-mail: jgreene@kkr.com

with copies to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile: (212) 455-2502

Attention: David Sorkin, Esq.

E-mail: dsorkin@stblaw.com

If to Providence, to it:

c/o Providence Equity Partners Inc.

50 Kennedy Plaza

18^th Floor

Providence, RI 02903

Facsimile: (401) 751-1790

Attention: Jonathan M. Nelson

E-mail: j.nelson@provequity.com

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with copies to:

Weil, Gotshal & Manges LLP

100 Federal Street, 34^th Floor

Boston, MA 02110

Facsimile: (617) 772-8333

Attention: Marilyn French, Esq.

E-mail: marilyn.french@weil.com

If to Silver Lake, to it:

c/o Silver Lake Partners

9 West 57th Street, 25th Floor

New York, NY 10019

Facsimile: (212) 981-3535

Attention: Egon Durban

E-mail: egon.durban@silverlake.com

with copies to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile: (617) 951-7050

Attention: Alfred O. Rose, Esq.

E-mail: arose@ropesgray.com

If to TPG, to it:

c/o Texas Pacific Group

301 Commerce Street

Fort Worth, Texas 76102

Facsimile: (817) 871-4088

Attention: David A. Spuria, Esq.

E-mail: dspuria@texpac.com

with copies to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Facsimile: (212) 225-3999

Attention: Michael L. Ryan, Esq. and Paul J. Shim, Esq.

E-mail: mryan@cgsh.com

pshim@cgsh.com

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Unless otherwise specified herein, such notices or other communications shall be deemed effective (a) on the date received, if personally delivered, (b) on the date received if delivered by facsimile or e-mail (subject to the recipient confirming receipt thereof in the case of e-mail) on a business day, or if not delivered on a business day, on the first business day thereafter and (c) two business days after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

12. Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

13. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument. A facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original.

14. Payments. Each payment made pursuant to Section 2 or 3 shall be paid by wire transfer of immediately available federal funds to the accounts specified on Schedule 1 hereto, or to such other account(s) as the applicable Manager may specify to the Company in writing prior to such payment. Each payment made to Blackstone pursuant to Section 2 or 3 shall be paid 75% to BCOM and 25% to BCP IV, or in such other proportion as Blackstone may specify to the Company in writing prior to such payment.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf as an instrument under seal as of the date first above written by its officer or representative thereunto duly authorized.

THE COMPANY:	SUNGARD DATA SYSTEMS INC.
	*
	Name:	Michael J. Ruane
	Title:	Chief Financial Officer and Treasurer
CAPITAL:	SUNGARD CAPITAL CORP.
	*
	Name:	Michael J. Ruane
	Title:	Chief Financial Officer and Treasurer
CAPITAL II:	SUNGARD CAPITAL CORP. II
	*
	Name:	Michael J. Ruane
	Title:	Chief Financial Officer and Treasurer
HOLDINGS:	SUNGARD HOLDING CORP.
	*
	Name:	Michael J. Ruane
	Title:	Chief Financial Officer and Treasurer
The signature appearing immediately below shall serve as a signature at each place with a “*” on this page:
	/S/ MICHAEL J. RUANE
	Name:	Michael J. Ruane
	Title:	Chief Financial Officer and Treasurer

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf as an instrument under seal as of the date first above written by its officer or representative thereunto duly authorized.

BAIN:	BAIN CAPITAL PARTNERS, LLC
	/s/ John Connaughton
	Name:	John Connaughton
	Title:	Managing Director
BLACKSTONE:	BLACKSTONE MANAGEMENT
	PARTNERS IV L.L.C.
	/s/ Chinh E. Chu
	Name:	Chinh E. Chu
	Title:	Authorized Person
	BLACKSTONE COMMUNICATIONS ADVISORS I L.L.C.
	/s/ Chinh E. Chu
	Name:	Chinh E. Chu
	Title:	Authorized Person
GOLDMAN SACHS:	GOLDMAN, SACHS & CO.
	By: Goldman, Sachs & Co.
	/s/ K. B. Enquist
	Name:	Katherine B. Enquist
	Title:	Managing Director
KKR:	KOHLBERG KRAVIS ROBERTS & CO. L.P.
	By: KKR & Co. LLC, its general partner
	/s/ James H. Greene, Jr.
	Name:	James H. Greene, Jr.
	Title:	Member

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf as an instrument under seal as of the date first above written by its officer or representative thereunto duly authorized.

PROVIDENCE :	PROVIDENCE EQUITY PARTNERS V INC.
	/s/ Julie Richardson
	Name:	Julie Richardson
	Title:	Managing Director
SILVER LAKE:	SILVER LAKE MANAGEMENT
	COMPANY, L.L.C.
	/s/ Greg Mondre
	Name:	Greg Mondre
	Title:	Director
TPG:	TPG GENPAR IV, L.P.
	By: TPG Advisors IV, Inc., its general partner
	/s/ David A. Spuria
	Name:	David A. Spuria
	Title:	Vice President

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EX-10.28

Exhibit 10.28

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of this          day of             , 20__, by and between each of SunGard Capital Corporation, a Delaware corporation (“Capital Corp.”), SunGard Capital Corporation II, a Delaware corporation (“Capital Corp. II”), SunGard Holding Corporation, a Delaware corporation (“Holdings”), SunGard HoldCo, LLC, a Delaware limited liability company (“LLC”) and SunGard Data Systems, Inc., (“SunGard,” and together with Capital Corp., Capital Corp. II, Holdings and LLC, each a “Corporation”), and                                                                                                        (“Indemnitee”).

WHEREAS, each Corporation and Indemnitee recognize the increasing difficulty in obtaining directors’ and officers’ liability insurance, the significant increases in the cost of such insurance and the general reduction in the coverage of such insurance; and

WHEREAS, each Corporation and Indemnitee further recognize the substantial increase in corporate litigation, in general, subjecting officers and directors to expensive litigation risks at the same time as liability insurance has been severely limited; and

WHEREAS, Indemnitee does not regard the current protection available as adequate given the present circumstances, and Indemnitee and other officers and directors of the Corporations may not be willing to serve as officers and directors without adequate protection; and

WHEREAS, the Corporations desire to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Corporations and to indemnify their respective officers and directors so as to provide them with the maximum protection permitted by law.

NOW, THEREFORE, each Corporation and Indemnitee hereby agree as follows:

1. Indemnification.

(a) Third Party Proceedings. Each Corporation shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of any Corporation) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of any Corporation, or any subsidiary of any Corporation, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of any Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved pursuant to Section 2(f) hereof) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporations, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporations, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful. For the avoidance of doubt, the foregoing indemnification obligation includes, without limitation, claims for

INDEMNIFICATION AGREEMENT (NAME)

monetary damages against Indemnitee in respect of an alleged breach of fiduciary duties, to the fullest extent permitted under Section 102(b)(7) of the DGCL as in existence on the date hereof.

(b) Proceedings By or in the Right of the Corporations. Each Corporation shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of any Corporation or any subsidiary of any Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee or agent of any of the Corporations, or any subsidiary of any of the Corporations, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of any of the Corporations as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) and amounts paid in settlement (if such settlement is approved pursuant to Section 2(f) hereof) actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action or suit if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporations and, with respect to any criminal action or proceedings, had no reasonable cause to believe Indemnitee’s conduct was unlawful, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to any of the Corporations unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

(c) Mandatory Indemnification. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 (a) and 1 (b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith. For purposes of this Section 1 (c), the term “successful on the merits or otherwise” shall include, but not be limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proceeding against Indemnitee without any express finding of liability or guilt against him, or (ii) the expiration of a reasonable period of time after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise or payment made to induce a settlement.

(d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to any of the Corporations or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of any of the Corporations, a witness or otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporations shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

2. Expenses and Indemnification Procedure.

(a) Advancement of Expenses. The Corporations shall advance all expenses incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any civil or criminal action, suit or proceeding referenced in Section 1 (a) or (b) hereof. For purposes of any advancement hereunder, the

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Indemnitee shall be deemed to have acted (i) in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporations, and (ii) with respect to any criminal action or procedure, to have had no reasonable cause to believe his conduct was unlawful, if under either (i) or (ii), his action is based on the records or books of account of the Corporations, or the records or books of account of another corporation, partnership, joint venture, trust or another enterprise (collectively, the “other enterprises”), including financial statements, or on information supplied to him by the officers of the any of the Corporations or other enterprises in the course of their duties, or on the advice of legal counsel for the Corporations or other enterprises or on information or records given or reports made to the Corporations or other enterprises by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporations or other enterprises. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporations as authorized hereby. The advances to be made hereunder shall be paid by the Corporations to Indemnitee no later than thirty (30) days following delivery of a written request therefor by Indemnitee to the Corporations.

(b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to his right to be indemnified under this Agreement, give the Corporations notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Corporations shall be directed to 1285 Drummers Lane, Wayne, PA 19087, Attention: General Counsel (or such other address as the Corporations may from time to time designate in writing to Indemnitee). Notice shall be deemed received on the third business day after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise, notice shall be deemed received when such notice shall actually be received by the Corporations. In addition, Indemnitee shall give the Corporations such information and cooperation as they may reasonably require and as shall be within Indemnitee’s power. The failure to notify promptly the Corporations of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Corporations from any liability that it may have to Indemnitee hereunder, except to the extent the Corporations are prejudiced in their defense of such action, suit or proceeding as a result of such failure.

(c) Procedure. Any indemnification and advances provided for in Section 1 hereof and this Section 2 shall be made no later than thirty (30) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Corporations’ Certificate of Incorporation, Bylaws or other governing documents providing for indemnification is not paid in full by the Corporations within thirty (30) days after written request for payment thereof has first been received by the Corporations, Indemnitee may, but need not, at any time thereafter bring an action against the Corporations to recover the unpaid amount of the claim and, subject to Section 13 hereof, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Corporations to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Corporations, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 2(a) hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Corporations contest Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Corporations (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal

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counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Corporations (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(d) Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section 2(b) hereof, the Corporations have directors’ and officers’ liability insurance in effect, the Corporations shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Corporations shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(e) Selection of Counsel. If the Corporations shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Corporations, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporations, the Corporations will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding; provided that (i) Indemnitee shall have the right to employ separate counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Corporations, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporations and Indemnitee in the conduct of any such defense, or (C) the Corporations shall not, in fact, have employed counsel to assume the defense of such proceeding, then the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporations.

(f) Settlements. No Corporation shall be liable to Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Corporations shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporations nor Indemnitee will unreasonably withhold consent to any proposed settlement.

(g) Change In Control. If, at any time subsequent to the date of this Agreement, continuing directors do not constitute a majority of the members of the Board of Directors, or there is otherwise a change in control of Capital Corp. (as contemplated by Item 403(c) of Regulation S-K under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended), then upon the request of Indemnitee, the Corporations shall cause the determination of indemnification and advances required by Section 2 hereof to be made by a third-party (mutually agreed upon by the parties). The fees and expenses incurred by the third party in making the determination of indemnification and advances shall be borne solely by the Corporations. If such third party is unwilling and/or unable to make the determination of indemnification and advances, then the Corporations shall cause the indemnification and advances to be made by a majority vote or consent of a Board committee consisting solely of continuing directors. For purposes of this Agreement, a “continuing director” means either a member of the Board at the date of this Agreement or a person nominated to serve as a member of the Board by a majority of the then-continuing directors.

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INDEMNIFICATION AGREEMENT (NAME)

3. Additional Indemnification Rights.

(a) Scope. Notwithstanding any other provision of this Agreement, each Corporation shall indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, such Corporation’s Certificate of Incorporation, the Bylaws, or other governing document or by statute. In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and Corporation’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes (to the extent not otherwise required by such law, statute or rule to be applied to this Agreement) shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(b) Non-exclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which an Indemnitee may be entitled under the Corporations’ Certificates of Incorporation, Bylaws, any other governing document, any agreement, any vote of stockholders or disinterested directors, the Delaware General Corporation Law, or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while holding such office.

4. Continuation of Indemnity. All agreements and obligations of the Corporations contained herein shall continue during the period Indemnitee is a director, officer, employee or agent of the Corporations (or is or was serving at the request of the Corporations as a director, officer, employee or agent of other enterprises) and shall continue thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a director, officer, employee or agent of the Corporations or serving in any other capacity referred to herein.

5. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporations for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not for the total amount thereof, the Corporations shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

6. Mutual Acknowledgement. Each of the Corporations and Indemnitee acknowledge that, in certain instances, federal law or public policy may override applicable state law and prohibit the Corporations from indemnifying their respective directors and officers under this Agreement or otherwise. For example, the Corporations and Indemnitee acknowledge that the Securities and Exchange Commission (the “SEC”) has taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that one or more of the Corporations may undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of such Corporation’s right under public policy to indemnify Indemnitee.

7. Officer and Director Liability Insurance. The Corporations shall, from time to time, make the good faith determination whether or not it is practicable for the Corporations to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Corporations with coverage for losses from wrongful acts, or to ensure the Corporations’ performance of

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INDEMNIFICATION AGREEMENT (NAME)

their indemnification obligations under this Agreement. Among other considerations, the Corporations will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. The Corporations shall have no obligation to obtain or maintain such insurance if the Corporations determine in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Corporations. In the event of any payment by the Corporations under this Agreement, the Corporations shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporations to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporations shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. The Corporations shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

8. Severability. Nothing in this Agreement is intended to require or shall be construed as requiring any of the Corporations to do or fail to do any act in violation of applicable law. The inability of any Corporation, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. The provisions of this Agreement shall be severable as provided in this Section 8. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporations shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms.

9. Exceptions. Any other provision herein to the contrary notwithstanding, the Corporations shall not be obligated pursuant to the terms of this Agreement:

(a) Claims Initiated by Indemnitee. To indemnity or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law, but such indemnification or advancement of expenses may be provided by the Corporations in specific cases if the Board of Directors finds it to be appropriate;

(b) Lack of Good Faith. To indemnity Indemnitee for any expenses incurred by Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous;

(c) Insured Claims. To indemnity Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) which have been paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors’ liability insurance maintained by the Corporations or other enterprises; or

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INDEMNIFICATION AGREEMENT (NAME)

(d) Claims Under Section 16(b). To indemnify Indemnitee for expenses or the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

(e) Non-compete and Non-disclosure. To indemnify Indemnitee in connection with proceedings or claims involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, consulting or similar agreements the Indemnitee may be a party to with the Corporations, or any subsidiary of the Corporations or any other applicable foreign or domestic corporation, partnership, joint venture, trust or other enterprise, if any.

10. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for herein is held by a court of competent jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed that, in such event, the Corporations shall, to the fullest extent permitted by law, contribute to the payment of Indemnitee’s costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, in an amount that is just and equitable in the circumstances, taking into account, among other things, contributions by other directors and officers of the Corporations or others pursuant to indemnification agreements or otherwise; provided, that, without limiting the generality of the foregoing, such contribution shall not be required where such holding by the court is due to (i) the failure of Indemnitee to meet the standard of conduct set forth in Section 1 hereof, or (ii) any limitation on indemnification set forth in Section 2(f), 7 or 9 hereof.

11. Construction of Certain Phrases.

(a) For purposes of this Agreement, references to the “Corporations” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of other enterprises, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(b) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan: and references to “serving at the request of the Corporations” shall include any service as a director, officer, employee or agent of the Corporations which imposes duties on, or involves services by, Indemnitee with respect to an employee benefit plan, its participants, or beneficiaries; and, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Corporations” as referred to in this Agreement.

12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original.

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INDEMNIFICATION AGREEMENT (NAME)

13. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Corporations and its successors and assigns, and Indemnitee and Indemnitee’s estate, heirs, legal representatives and assigns.

14. Attorneys’ Fees. If any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action was not made in good faith or was frivolous. In the event of an action instituted by or in the name of the Corporations under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action was made in bad faith or was frivolous.

15. Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and, unless otherwise provided, shall be deemed duly given (a) if delivered by hand and receipted for by the party addressee, on the date of such receipt, or (b) if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked. The address for notice to the Corporations shall be as set forth in Section 2(b) hereof, and the address for notice to Indemnitee shall be as set forth on the signature page of this Agreement, or as subsequently modified by written notice.

16. Consent to Jurisdiction. The Corporations and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement. Any action instituted under this Agreement shall be brought only in the state courts of the State of Delaware.

17. Choice of Law. This Agreement shall be governed by and its provisions construed in accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed within Delaware.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

SUNGARD CAPITAL CORP.
By:
SUNGARD CAPITAL CORP. II
By:
SUNGARD HOLDING CORP.
By:
SUNGARD HOLDCO, LLC
By:
SUNGARD DATA SYSTEMS INC.
By:
	Cristóbal Conde

AGREED TO AND ACCEPTED:

INDEMNITEE:

(signature)

(name)

(address)

EX-10.29

Exhibit 10.29

SUNGARD

2005 MANAGEMENT INCENTIVE PLAN

1. DEFINED TERMS

Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms.

2. PURPOSE

The Plan has been established to advance the interests of the Company and its Affiliates by providing for the grant to Participants of Stock-based and other incentive Awards.

3. ADMINISTRATION

The Administrator has discretionary authority, subject only to the express provisions of the Plan and the Award Agreements, to interpret the Plan; determine eligibility for and grant Awards; determine, modify or waive the terms and conditions of any Award; prescribe forms, rules and procedures; and otherwise do all things necessary to carry out the purposes of the Plan. Except as otherwise provided by the express terms of an Award Agreement, all determinations of the Administrator made under the Plan will be conclusive and will bind all parties.

4. LIMITS ON AWARDS UNDER THE PLAN

(a) Number of Shares. A maximum of 60,000,000 shares of Class A Common, 7,000,000 shares of Class L Common, and 2,500,000 shares of Lowerco Preferred may be delivered in satisfaction of Awards under the Plan. The number of shares of Stock delivered in satisfaction of Awards shall, for purposes of the preceding sentence, be determined net of shares of Stock withheld by the Company in payment of the exercise price of the Award or in satisfaction of tax withholding requirements with respect to the Award. The limits set forth in this Section 4(a) shall be construed to comply with Section 422 of the Code and the regulations thereunder. To the extent consistent with the requirements of Section 422 of the Code and regulations thereunder, Stock issued under awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition shall not reduce the number of shares available for Awards under the Plan.

(b) Type of Shares. Stock delivered under the Plan may be authorized but unissued Stock or previously issued Stock acquired by the Company or any of its subsidiaries. No fractional shares of Stock will be delivered under the Plan.

5. ELIGIBILITY AND PARTICIPATION

The Administrator will select Participants from among those key Employees and directors of, and consultants and advisors to, the Company or its Affiliates who, in the opinion of the Administrator, are in a position to make a significant contribution to the success of the Company and its Affiliates. Eligibility for ISOs is limited to employees of the Company or of a “parent corporation” or “subsidiary corporation” of the Company as those terms are defined in Section 424 of the Code.

6. RULES APPLICABLE TO AWARDS

(a) All Awards

(1) Award Provisions. The Administrator will determine the terms of all Awards, subject to the limitations provided herein, and shall furnish to each Participant an Award Agreement setting forth the terms applicable to the Participant’s Award. By entering into an Award Agreement, the Participant agrees to the terms of the Award and of the Plan, to the extent not inconsistent with the express terms of the Award Agreement. Notwithstanding any provision of this Plan to the contrary, awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition may contain terms and conditions that are inconsistent with the terms and conditions specified herein, as determined by the Administrator.

(2) Transferability. Neither ISOs, nor, except as the Administrator otherwise expressly provides, other Awards may be transferred other than by will or by the laws of descent and distribution, and during a Participant’s lifetime ISOs (and, except as the Administrator otherwise expressly provides, other non-transferable Awards requiring exercise) may be exercised only by the Participant.

(3) Vesting, Etc. The Administrator may determine the time or times at which an Award will vest or become exercisable and the terms on which an Award requiring exercise will remain exercisable. Without limiting the foregoing, the Administrator may at any time accelerate the vesting or exercisability of an Award, regardless of any adverse or potentially adverse tax consequences resulting from such acceleration. Unless the Administrator expressly provides otherwise, however, the following rules will apply if a Participant’s Employment ceases: Immediately upon the cessation of Employment an Award requiring exercise will cease to be exercisable and will terminate, and all other Awards to the extent not already vested will be forfeited, except that:

(A) subject to (B) and (C) below, all Stock Options held by the Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment, to the extent then exercisable, will remain exercisable for the shorter of (i) a period of three months or (ii) the period ending on the latest date on which such Stock Option could have been exercised without regard to this Section 6(a)(3), and will thereupon terminate;

(B) all Stock Options held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the Participant’s death, to the extent then exercisable, will remain exercisable for the shorter of (i) the one year period ending with the first anniversary of the Participant’s death or (ii) the period ending on the latest date on which such Stock Options could have been exercised without regard to this Section 6(a)(3), and will thereupon terminate; and

(C) all Stock Options held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation if such cessation of Employment has resulted in connection with an act or failure to act constituting Cause.

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(4) Taxes. The Administrator will make such provision for the withholding of taxes as it deems necessary. The Administrator may, but need not, hold back shares of Stock from an Award or permit a Participant to tender previously owned shares of Stock in satisfaction of tax withholding requirements (but not in excess of the applicable minimum statutory withholding rate).

(5) Dividend Equivalents, Etc. To the extent consistent with Section 409A of the Code, the Administrator may in its sole discretion provide for the payment of amounts in cash, or for other adjustments to an Award, upon the payment of a cash dividend or distribution, or upon a substantially pro rata redemption or repurchase, with respect to Stock subject to an Award.

(6) Rights Limited. Nothing in the Plan will be construed as giving any person the right to continued Employment with the Company or its Affiliates, or any rights as a stockholder except as to shares of Stock actually issued under the Plan. The loss of potential future profit in Awards will not constitute an element of damages in the event of termination of Employment for any reason, even if the termination is in violation of an obligation of the Company or its Affiliate to the Participant, except to the extent such potential future profit is taken into account in determining the current value of an Award under a recognized valuation model.

(7) Stockholders Agreement. Unless otherwise specifically provided, all Awards issued under the Plan and all Stock issued thereunder will be subject to the Stockholders Agreement.

(b) Awards Requiring Exercise

(1) Time And Manner Of Exercise. Unless the Administrator expressly provides otherwise, an Award requiring exercise by the holder will not be deemed to have been exercised until the Administrator receives a notice of exercise (in form acceptable to the Administrator) signed by the appropriate person and accompanied by any payment required under the Award. If the Award is exercised by any person other than the Participant, the Administrator may require satisfactory evidence that the person exercising the Award has the right to do so.

(2) Exercise Price. The Administrator will determine the exercise price, if any, of each Award requiring exercise. Unless the Administrator determines otherwise, and in all events in the case of a Stock Option (except as otherwise permitted pursuant to Section 6(a)(5) or Section 7(b)(1) hereof), the exercise price of an Award requiring exercise will not be less than the fair market value of the Stock subject to the Award, determined as of the date of grant, and in the case of an ISO granted to a ten-percent shareholder within the meaning of Section 422(b)(6) of the Code, the exercise price will not be less than 110% of the fair market value of the Stock subject to the Award, determined as of the date of grant.

(3) Payment Of Exercise Price. Where the exercise of an Award is to be accompanied by payment, the Administrator may determine the required or permitted forms of

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payment, subject to the following: (a) all payments will be by cash or check acceptable to the Administrator, or (b) if so permitted by the Administrator, (i) through the delivery of shares of Stock that have a fair market value equal to the exercise price, except where payment by delivery of shares would adversely affect the Company’s results of operations under Generally Accepted Accounting Principles or where payment by delivery of shares outstanding for less than six months would require application of securities laws relating to profit realized on such shares, (ii) where permitted by law, by delivery to the Company of a promissory note of the person exercising the Award, payable on such terms as are specified by the Administrator, (iii) at such time, if any, as the Stock is publicly traded, through a broker-assisted exercise program acceptable to the Administrator, (iv) by other means acceptable to the Administrator, or (v) by any combination of the foregoing permissible forms of payment. The delivery of shares in payment of the exercise price under clause (b)(i) above may be accomplished either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules as the Administrator may prescribe.

(4) ISOs. No ISO may be granted under the Plan after August 10, 2015, but ISOs previously granted may extend beyond that date.

(c) Awards Not Requiring Exercise

Awards of Restricted Stock and Unrestricted Stock, whether delivered outright or under Awards of Stock Units or other Awards that do not require exercise, may be made in exchange for such lawful consideration, including services, as the Administrator determines.

7. EFFECT OF CERTAIN TRANSACTIONS

(a) Except as otherwise provided in an Award Agreement: In the event of a Change of Control in which there is an acquiring or surviving entity, the Administrator may, unless the Administrator determines that doing so is inappropriate or unfeasible, provide for the continuation or assumption of some or all outstanding Awards, or for the grant of new awards in substitution therefor, by the acquiror or survivor or an affiliate of the acquiror or survivor, in each case on such terms and subject to such conditions as preserve the intrinsic value of the Award in the Administrator’s good faith determination. In the event of a Change of Control (whether or not there is an acquiring or surviving entity) in which there is no assumption or substitution as to some or all outstanding Awards, the Administrator shall, to the extent necessary to preserve the value of the Award, provide for treating as satisfied any time-based vesting condition on any such Award or for the accelerated delivery of shares of Stock issuable under each such Award consisting of Restricted Stock Units, in each case on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Administrator, following exercise of the Award or the issuance of the shares, as the case may be, to participate as a stockholder in the Change of Control. Except as otherwise provided in an Award Agreement, each Award (unless assumed pursuant to the first sentence of this Section 7(a)), other than Restricted Stock (which shall be treated as described in the following sentence of this Section 7(a)) will terminate upon consummation of the Change of Control. In the case of Restricted Stock, the Administrator may require that any amounts delivered, exchanged or otherwise paid in respect of such Stock in connection with the Change of Control be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan.

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(b) Changes In, Distributions With Respect To And Redemptions Of The Stock

(1) Basic Adjustment Provisions. In the event of any stock dividend or other similar distribution (whether in the form of stock or other securities or other property), stock split or combination of shares (including a reverse stock split), recapitalization, conversion, reorganization, consolidation, split-up, spin-off, combination, merger, exchange of stock, redemption or repurchase of all or part of the shares of any class of stock or any change in the capital structure of the Company or an Affiliate or other transaction or event (other than those described in Section 7(a)), the Administrator will, as appropriate in order to prevent enlargement or dilution of benefits intended to be made available under the Plan, make adjustments to the maximum number of shares that may be delivered under the Plan under Section 4(a) and will also make appropriate adjustments to the number and kind of shares of stock or securities subject to Awards then outstanding or subsequently granted, any exercise prices relating to Awards and any other provision of Awards affected by such change.

(2) Certain Other Adjustments. The Administrator may also make adjustments of the type described in paragraph (1) above to take into account distributions to stockholders other than those provided for in Section 7(a) and 7(b)(1), or any other event, if the Administrator determines that adjustments are appropriate to avoid distortion in the operation of the Plan and to preserve the value of Awards made hereunder, having due regard for the qualification of ISOs under Section 422 of the Code, where applicable.

(3) Continuing Application of Plan Terms. References in the Plan to shares of Stock will be construed to include any stock or securities resulting from an adjustment pursuant to this Section 7.

8. LEGAL CONDITIONS ON DELIVERY OF STOCK

The Company shall use best efforts to ensure, prior to delivering shares of Stock pursuant to the Plan or removing any restriction from shares of Stock previously delivered under the Plan, that (a) all legal matters in connection with the issuance and delivery of such shares have been addressed and resolved, and (b) if the outstanding Stock is at the time of delivery listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official notice of issuance. Neither the Company nor any Affiliate will be obligated to deliver any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock previously delivered under the Plan until the conditions set forth in the preceding sentence have been satisfied and all other conditions of the Award have been satisfied or waived. If the sale of Stock has not been registered under the Securities Act of 1933, as amended, the Company may require, as a condition to exercise of the Award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of such Act. The Company may require that certificates evidencing Stock issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the Company may hold the certificates pending lapse of the applicable restrictions.

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9. AMENDMENT AND TERMINATION

The Administrator may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law, and may at any time terminate the Plan as to any future grants of Awards; provided, that except as otherwise expressly provided in the Plan the Administrator may not, without the Participant’s consent, alter the terms of an Award so as to affect adversely the Participant’s rights under the Award, unless the Administrator expressly reserved the right to do so at the time of the Award. Any amendments to the Plan shall be conditioned upon stockholder approval only to the extent, if any, such approval is required by applicable law (including the Code), as determined by the Administrator.

10. OTHER COMPENSATION ARRANGEMENTS

The existence of the Plan or the grant of any Award will not in any way affect the right of the Company or an Affiliate to Award a person bonuses or other compensation in addition to Awards under the Plan.

11. WAIVER OF JURY TRIAL

By accepting an Award under the Plan, each Participant waives any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan and any Award, or under any amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith, and agrees that any such action, proceedings or counterclaim shall be tried before a court and not before a jury. By accepting an Award under the Plan, each Participant certifies that no officer, representative or attorney of the Company or any Affiliate has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the foregoing waivers.

12. ESTABLISHMENT OF SUB-PLANS

The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable blue sky, securities or tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to the Plan setting forth (i) such limitations on the Administrator’s discretion under the Plan as the Board deems necessary or desirable and (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants within the affected jurisdiction and the Company shall not be required to provide copies of any supplement to Participants in any jurisdiction that is not affected.

13. GOVERNING LAW

Except as otherwise provided by the express terms of an Award Agreement or under a sub-plan described in Section 12, the provisions of the Plan and of Awards under the Plan shall be governed by and interpreted in accordance with the laws of the State of Delaware.

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EXHIBIT A

Definitions of Terms

The following terms, when used in the Plan, will have the meanings and be subject to the provisions set forth below:

“Administrator”: The Board or, if one or more has been appointed, the Committee. The Administrator may delegate ministerial tasks to such persons as it deems appropriate.

“Affiliate”: Any corporation or other entity that is an “Affiliate” of the Company within the meaning of the Stockholders Agreement.

“Award”: Any or a combination of the following:

(i) Stock Options,

(ii) Restricted Stock,

(iii) Unrestricted Stock,

(iv) Restricted Stock Units;

(v) Awards (other than Awards described in (i) through (iv) above) that are convertible into or exchangeable for Stock on such terms and conditions as the Administrator determines;

(vi) Performance Awards; and/or

(vii) Current or deferred grants of cash (which the Company may make payable by any of its direct or indirect subsidiaries) or loans, made in connection with other Awards.

“Award Agreement”: A written agreement between the Company and the Participant evidencing the Award.

“Board”: With respect to SunGard Capital Corp., the Board of Directors of SunGard Capital Corp.; with respect to SunGard Capital Corp. II, the Board of Directors of SunGard Capital Corp. II.

“Cause”: The occurrence of the events described in the following clauses (i) through (iii), provided that no act or failure to act shall be deemed to constitute Cause if done, or omitted to be done, in good faith and with the reasonable belief that the action or omission was in the best interests of the Company and its subsidiaries:

(i) at least two-thirds of the members of the Board of Directors of the Company determined in good faith that Participant (A) was guilty of gross negligence or willful misconduct in the performance of his duties for the Company or any of its subsidiaries (other than due to illness or injury suffered by Participant or a member of his

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family, or comparable personal problem), (B) breached or violated, in any material respect, any agreement between the Participant and the Company (or any of its subsidiaries) or any material policy in the SunGard Global Business Conduct and Compliance Program (as amended from time to time), or (C) committed an act of dishonesty or breach of trust, or is convicted of a crime, and the result of such dishonesty, breach of trust, or conviction of a crime is that there is material or potentially material financial or reputational harm to the Company (or any of its subsidiaries); and

(ii) such determination was made at a duly convened meeting of the Board of Directors of the Company (A) of which the Participant received written notice at least ten (10) days in advance, which notice shall have set forth in reasonable detail the facts and circumstances claimed to provide a basis for a finding that one of the events described in subsection (i) above occurred, and (B) at which the Participant had a reasonable opportunity to make a statement and answer the allegations against the Participant; and

(iii) either (A) the Participant was given a reasonable opportunity to take remedial action but failed or refused to do so, or (B) at least two-thirds of the members of the Board of Directors of the Company also determined in good faith, at such meeting, that an opportunity to take remedial action would not have been meaningful under the circumstances.

“Change of Control”: A “Change of Control” as defined in the Stockholders Agreement.

“Class A Common”: Class A-8 Common Stock of SunGard Capital Corp., par value $.001 per share or another class of Class A Common Stock of the Company as designated by the Board.

“Class L Common”: Class L Common Stock of SunGard Capital Corp., par value $.001 per share.

“Code”: The U.S. Internal Revenue Code of 1986 as from time to time amended and in effect, or any successor statute as from time to time in effect.

“Committee”: One or more committees of the Board.

“Company”: SunGard Capital Corp., a Delaware corporation, except that such term shall refer to SunGard Capital Corp. II, a Delaware corporation, with respect to Awards relating to Lowerco Preferred.

“Employee”: Any person who is employed by the Company or an Affiliate.

“Employment”: A Participant’s employment or other service relationship with the Company and its Affiliates. Unless the Administrator provides otherwise: A Participant who receives an Award in his or her capacity as an Employee will be deemed to cease Employment when the employee-employer relationship with the Company and its Affiliates ceases. A Participant who receives an Award in any other capacity will be deemed to continue Employment so long as the Participant is providing services in a capacity described in Section 5.

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If a Participant’s relationship is with an Affiliate and that entity ceases to be an Affiliate, the Participant will be deemed to cease Employment when the entity ceases to be an Affiliate unless the Participant transfers Employment to the Company or its remaining Affiliates.

“ISO”: A Stock Option intended to be an “incentive stock option” within the meaning of Section 422 of the Code. Each option granted pursuant to the Plan will be treated as providing by its terms that it is to be a non-incentive stock option unless, as of the date of grant, it is expressly designated as an ISO.

“Lowerco Preferred”: 10% Cumulative Preferred Stock, par value $.001 per share, of SunGard Capital Corp. II.

“Participant”: A person who is granted an Award under the Plan.

“Performance Award”: An Award subject to Performance Criteria.

“Performance Criteria”: Specified criteria the satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award. If a Performance Award so provides, such criteria may be made subject to appropriate adjustments taking into account the effect of significant corporate transactions or similar events for the purpose of maintaining the probability that the specified criteria will be satisfied. Such adjustments shall be made only in the amount deemed reasonably necessary, after consultation with the Company’s accountants, to reflect accurately the direct and measurable effect of such event on such criteria.

“Plan”: SunGard 2005 Management Incentive Plan as from time to time amended and in effect.

“Restricted Stock”: An Award of Stock for so long as the Stock remains subject to restrictions under this Plan or such Award requiring that it be redelivered or offered for sale to the Company if specified conditions are not satisfied.

“Restricted Stock Unit”: An unfunded and unsecured promise to deliver Stock or other securities in the future on specified terms.

“Stock”: Class A Common, Class L Common, and Lowerco Preferred.

“Stockholders Agreement”: Stockholders Agreement, dated as of August 10, 2005, among the Company and certain affiliates, stockholders and Participants.

“Stock Option”: An option entitling the recipient to acquire shares of Stock upon payment of the exercise price.

“Unrestricted Stock”: An Award of Stock not subject to any restrictions under the Plan.

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EX-10.30

Exhibit 10.30

Senior Management Rollover Option

Name:

Number of Units:

Price per Unit: $18.00

Date of Grant: August 11, 2005

SUNGARD 2005 MANAGEMENT INCENTIVE PLAN

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDINGS CORP., SOLAR CAPITAL CORP. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

SENIOR MANAGEMENT NON-QUALIFIED ROLLOVER OPTION AGREEMENT

This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”) and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt and the Executive Employment Agreement, dated August 11, 2005, between the Optionee and SunGard Data Systems Inc. (the “Employment Agreement”). Any exercise of discretionary authority granted under the Plan shall be subject to the express terms of this Agreement, and the last sentence of Section 3 of the Plan shall not apply to determinations of the Administrator with respect to this Agreement or the provisions of the Plan as applied to this Agreement.

1. Grant of Option. The Company and Lowerco (as applicable) grant to the Optionee as of August 11, 2005, an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Plan, that total number of Units, consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares as set forth in Schedule A (the “Shares”) at the aggregate price per Unit of $4.50.

The Option evidenced by this Agreement is intended to be a non-qualified option and is granted to the Optionee in an Employment capacity as an employee in substitution of an option (which option is hereby deemed cancelled) held by the Optionee in SunGard

Data Systems, Inc. (“Old Option”), such substitution being in accordance with Treasury Regulation Section 1.424-1 and Internal Revenue Service Notice 2005-1 (the “Notice”) (Q & A 4(d)(ii)) and the material terms of such Old Option (which is attached hereto as Exhibit A) are deemed incorporated into this Option except with respect to the exercise price and the number of shares which have been adjusted (as permitted under the Notice) or as otherwise expressly provided herein, including any provisions that, upon the Optionee’s engaging in certain conduct, allow the Company to cancel the Old Option and to recover gains realized in connection with the exercise thereof. Any determination as to whether this Option or related option gains are to be forfeited under such provisions shall continue to be made by an internal committee, which shall consist solely of three or more senior executives of the Company designated by the Board.

2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The following terms shall have the same meaning as set forth in the Optionee’s Employment Agreement: “Board,” “Date of Termination,” “Disability.” The following terms shall have the following meanings:

(a) “Beneficiary” means, in the event of Optionee’s death, Optionee’s legal representative, executor, administrator or designated beneficiary, as applicable;

(b) “Fair Market Value” means, as of any date, as to any Share, the Board’s good faith determination of the fair market value of such Share as of the applicable reference date, taking into account the most recent annual valuation of the Company. The Company agrees to engage, no later than December 31, 2006, and at least annually thereafter, an independent third party appraiser to perform such valuation, and to update each such valuation on a quarterly basis. Upon the exercise of a Put Option, the Board will provide prompt written notice of its determination of the Fair Market Value of the applicable Shares (the “Board Notice”) to Optionee. Optionee shall have the right to contest the Fair Market Value thereof by notice to the Company within fifteen (15) business days of receipt of the Board Notice. If Optionee does so notify the Company of Optionee’s disagreement with the Fair Market Value set forth in the Board Notice within such time period, then the Company shall retain an independent third party appraiser reasonably acceptable to Optionee and to the Company to determine the fair market value of such Shares, and the determination of such independent appraiser shall govern. For this purpose, the appraiser last used by the Company in the ordinary course of business will be considered an independent appraiser. In the event that the Fair Market Value of the Shares as determined by such independent appraiser exceeds by the lesser of $200,000 or 10% the fair market value determined by the Board, then the Company shall bear the full cost of the appraisal. Otherwise, the Optionee (or the Optionee’s Beneficiary, as applicable) shall bear the full cost of the appraisal;

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(c) “Family Member” means, with respect to Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which one or more of these persons (or Optionee) control the management of assets, or any other entity in which one or more of these persons (or Optionee) own more than fifty percent of the voting interests;

(d) “IPO” means the initial closing of a bona fide firm commitment underwritten public offering of equity shares of the Company, registered under the Securities Act of 1933, as amended, that results in such shares being traded on a liquid trading market;

(e) “Put Option” means the obligation of the Company or Lowerco, upon thirty (30) days notice from Optionee, to use commercially reasonable efforts to repurchase for cash the Shares acquired by Optionee (or Optionee’s Beneficiary) upon exercise of the Option with respect to one or more Units at the then Fair Market Value of such Shares; provided, however, that any Shares subject to the Put Option shall have been held by Optionee (or Optionee’s Beneficiary) for at least six months. If Company or Lowerco (as the case may be) is not able to repurchase the Shares subject to the Put Option in cash as a result of any contractual or legal restriction, Company or Lowerco (as the case may be) shall provide Optionee (or Optionee’s Beneficiary) with a promissory note that bears interest at the prime rate as published in The Wall Street Journal on the repurchase date plus 1% and will become payable over the three year period from the date of the note;

(f) “Registration Rights Agreement” means the Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005, by and among the Company, Lowerco, SunGard Holding Corp., Solar Capital Corp. and certain stockholders of the Company and Lowerco; and

(g) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the date of grant, as it may be adjusted as provided herein.

As used herein with respect to the Option, the term “vest” means to become exercisable in whole or in specified part.

3. Vesting of Option. The Option is fully vested.

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4. Exercise of Option.

(a) In General. Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided under the Plan and the Stockholders Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Companies at their principal offices, accompanied by payment in full as provided in the Plan. The Optionee shall not exercise this Option as to Shares of a single class, but must exercise this Option as to Units. The purchase price may be paid by delivery of cash or check acceptable to the Administrator or, if and to the extent permitted by the Code (including Section 409A thereof) and if such exercise would not adversely affect any of the Companies’ results of operations under Generally Accepted Accounting Principles, by means of withholding of Units subject to the Option with an aggregate Fair Market Value equal to (i) the aggregate exercise price and (ii) if commercially reasonable for the Company or Lowerco, as the case may be, to so permit (taking into account its cash position in light of any contractual or legal restrictions) minimum statutory withholding taxes with respect to such exercise, or by such other method provided under the Plan and explicitly approved by the Administrator. In the event that this Option is exercised by a person other than the Optionee, the Companies will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option.

(b) Time To Exercise. The latest date on which this Option may be exercised will be the same date as the final exercise date of the Old Option for which this Option has been substituted. If not exercised by such date, the Option will terminate.

5. Put Rights. If the Optionee’s Employment terminates as a result of the Optionee’s Disability or death (and if and to the extent permitted by the Code (including Section 409A thereof)) the Optionee (or the Optionee’s Beneficiary) shall have a Put Option at any time after Optionee’s Date of Termination, but prior to an IPO. This Option and the related Shares shall not be subject to any call option described in Section 6 of the Stockholder’s Agreement. The provisions of this Section 5 supersede Section 6 of the Stockholders Agreement with respect to the Options granted hereunder and the related Shares.

6. Share Restrictions, etc. Except as expressly provided herein, the Optionee’s rights hereunder and with respect to Shares received upon exercise are subject to the restrictions and other provisions contained in the Stockholders Agreement.

7. Redemptions and Repurchases. In the case of a substantially pro rata redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount

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proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Optionee shall be entitled to receive any information reasonably requested regarding the composition of a Unit, reflecting all such reductions.

8. Legends, etc. Shares issued upon exercise shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

9. Transfer of Option. This Option may only be transferred by the laws of descent and distribution, to a legal representative in the event of the Optionee’s incapacity, or to no more than one Family Member; provided that transfers to additional Family Members may be made with the consent of the Compensation Committee of the Board, such consent not to be unreasonably withheld.

10. Withholding. The exercise of the Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Companies in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Optionee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee and the Companies may so withhold as provided in Section 4(a) above.

11. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.

12. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement and the Registration Rights Agreement, in each case treating the undersigned as a “Manager” as defined therein.

[SIGNATURE PAGE FOLLOWS]

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Executed as of the              day of             , 2005.

SunGard Capital Corp. and	SUNGARD CAPITAL CORP.
SunGard Capital Corp. II	SUNGARD CAPITAL CORP. II
	By:
Optionee
	Name:

Exhibit A

FORM OF

SUNGARD^® DATA SYSTEMS INC.

NON-QUALIFIED STOCK OPTION

TO:	Name	NUMBER OF SHARES:	number
	Address
	Address	PRICE PER SHARE:	$
DATE OF GRANT:	Date	SOCIAL SECURITY NUMBER:	number

In accordance with the              Equity Incentive Plan of SunGard Data Systems Inc. (the “Plan”), SunGard Data Systems Inc. (the “Company”) hereby grants to you an option to purchase                      shares (the “Option Shares”) of the Company’s Common Stock, par value $.01 per share, at a price of $                     per share (the “Option Price”). This Option is subject to the applicable provisions of the Plan (as the Plan may be amended from time to time) and to the following provisions.

1. OPTION PERIOD. The period during which this Option may be exercised (the “Option Period”) will begin on                     ,          (one year after the date of grant) and end on                     ,          (ten years after the date of grant), except that this Option may terminate earlier as provided below. During the Option Period, you may exercise this Option, one or more times, for any whole number of vested Option Shares (see vesting schedule in paragraph 7 below) which does not exceed the total number of Option Shares minus the number of Option Shares previously purchased by exercise of this Option.

Notwithstanding the foregoing, this Option will not be exercisable at any time when, in the opinion of the Company’s General Counsel, the exercisability or exercise of this Option, the offer to sell any Option Shares, or the sale or transfer of any Option Shares may violate any foreign, federal, state, local or securities exchange law, rule or regulation, or may cause the Company to issue or sell more shares of Common Stock than the Company is legally entitled to issue or sell.

2. OPTION PRICE. The Option Price is intended to equal at least 100% of the fair market value of one share of the Company’s Common Stock on the date of grant of this Option. The Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined the fair market value to be the last reported sale price of one share of the Company’s Common Stock, as reported on the New York Stock Exchange, on the date of grant of this Option.

3. OPTION EXERCISE. You may exercise this Option by giving written notice to the Company’s Vice President-Human Resources at the Company’s principal offices, accompanied by payment of the Option Price for the total whole number of

vested Option Shares you wish to purchase. Your notice must be given on the form supplied by the Company or by letter containing all of the information required on the Company’s form. Payment must be made (a) in cash, (b) by delivery of previously owned shares of Common Stock of the Company which you have held for the period required to avoid a charge to the Company’s reported earnings (generally six months) or that you did not acquire, directly or indirectly, from the Company, and that are owned free and clear of any liens, encumbrances, claims, or security interests, together with an assignment of those shares to the Company satisfactory to the Company’s General Counsel, (c) by a cashless exercise program in accordance with the terms of Regulation T that results in the receipt of cash by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds, or (d) by a combination of the foregoing. Your payment must include any applicable transfer taxes as determined by the Company’s Chief Financial Officer.

If you pay all or any part of the Option Price in shares of the Company’s Common Stock, then each of these shares will be valued at the last reported sale price of one share of the Company’s Common Stock, as reported on the New York Stock Exchange (or on the stock exchange on which the Company’s Common Stock is then listed or admitted to trading), on the last trading day before the date you deliver the shares to the Company (or, if no sale took place on that day, the most recent day on which a sale took place). If the Company’s Common Stock is not then reported on the New York Stock Exchange or listed or admitted to trading on any stock exchange, then the value will be the average of the bid and ask prices in the over-the-counter market on the last trading day before the date you deliver the shares to the Company, or, if the foregoing does not apply, a value determined by the Committee. “Delivery” for the purpose of paying part or all of the Option’s exercise price with shares of the Company’s Common Stock, in the sole discretion of the Company at the time you exercise your Option, may include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. However, you may not exercise your Option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

Whenever you exercise this Option, the Company will not be required to deliver to you certificates for the Option Shares involved, and you will have no rights as a stockholder of the Company with respect to the Option Shares involved, unless and until the exercise is properly completed and the Option Price for those shares is fully paid. The Company reserves the right not to deliver to you the certificate for any Option Shares at any time when, in the opinion of the Company’s General Counsel, the delivery would violate a foreign, federal, state, local or securities exchange law, rule or regulation.

4. LIMITS ON OPTION TRANSFERS. This Option may be exercised only by you, and may not be assigned or transferred by you, except that: (a) in the event of your death, or in the event of your disability within the meaning of Section 22(e)(3) of the Code (“disability”), your legal representative may have certain rights to exercise this Option as provided below, or (b) you may transfer this Option to “family members” (only as permitted under the terms of the Plan and which includes certain trusts and family partnerships created for the benefit of you or your family members), provided, that if you

transfer your Option as provided in this Section 4, all references to “you” in this Option will continue to refer to you individually, except with respect to the right to exercise this Option and receive the Option Shares.

5. TERMINATION OF EMPLOYMENT. If your employment by Company (or a Company parent or subsidiary corporation) is terminated, voluntarily or involuntarily, for any reason or no reason other than your death or disability, then this Option, to the extent not previously exercised by you, will terminate three months after the date of termination of your employment (but not later than the last day of the Option Period defined above). After the date of termination of your employment, you may exercise this Option only for the number of vested Option Shares which you had a right to purchase but had not purchased as of the date your employment terminated. If you are employed by a Company parent or subsidiary corporation, your employment will be considered to have terminated on the date your employer ceases to be a Company parent or subsidiary corporation, unless, on that date, you are transferred to the Company or another Company parent or subsidiary corporation. Your employment will not be considered to have terminated if you are transferred from the Company to a Company parent or subsidiary corporation, or vice versa, or from one Company parent or subsidiary corporation to another.

6. DEATH AND DISABILITY. If you die while employed by the Company (or a Company parent or subsidiary corporation), then, at any time within one year after the date of your death (but not later than the last day of the Option Period defined above), your heirs, executor, administrator or other legal representative may exercise this Option as to any vested Option Shares which you had a right to purchase but had not purchased as of the date of your death. If your employment by the Company (or a Company parent or subsidiary corporation) is terminated by reason of your disability, then at any time within one year after the date of termination of your employment (but not later than the last day of the Option Period defined above), you or your legal representative may exercise this Option as to any vested Option Shares which you had a right to purchase but had not purchased as of the date of termination on account of your disability. Before your executor, administrator or other legal representative will be permitted to exercise this Option, he or she must present proof of his or her authority satisfactory to the Company’s General Counsel.

7. VESTING OF OPTION SHARES. The Option Shares will vest and become exercisable in accordance with the following schedule:

PERIOD	PERCENTAGE OF OPTION SHARES VESTED
until one year after date of grant	0	%
beginning one year after date of grant	25	%
beginning two years after date of grant	50	%
beginning three years after date of grant	75	%
beginning four years after date of grant	100	%

8. ADJUSTMENTS TO OPTION SHARES AND OPTION PRICE. If there is any change in the capitalization of the Company as a result of a stock dividend, stock split, recapitalization, reorganization, or other event which the Committee determines requires an adjustment under this paragraph, then the number and type of the Option Shares and the amount of the Option Price will be adjusted appropriately, in a manner determined by the Committee.

9. FORFEITURE. The Committee may cancel any unexercised portion of this Option and the Company may avail itself of any or all of the other remedies described in this paragraph 9 at any time if the Company determines that you are not in compliance with any of the following conditions (unless you first received a specific written waiver from the Company):

a. You will not render services for any organization or engage directly or indirectly in any business which, in the judgment and sole determination of the Chief Executive Officer of the Company or other senior officer designated by the Committee, is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company. If your employment or other service with the Company has terminated, the judgment of the Chief Executive Officer or other designated officer will be based on your position and responsibilities while employed by the Company, your post-employment responsibilities and position with the other organization or business, the extent of past, current and potential competition or conflict between the Company and the other organization or business, the effect on the Company’s customers, suppliers, employees and competitors of your assuming the post-employment position and such other considerations as are deemed relevant given the applicable facts and circumstances.

b. You will not disclose to anyone outside the Company, or use other than in the Company’s business, any confidential or proprietary information or material relating to the business of the Company, acquired by you either during or after employment with the Company. You understand that the Company’s proprietary and confidential information includes, by way of example: (1) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (2) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (3) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (4) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (5) screen designs, report designs and other designs, concepts and visual expressions for software products; (6) employment and payroll records; (7) forecasts, budgets, acquisition models and other non-public financial information; and (8) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies.

c. You will promptly communicate to the Company, in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “works and ideas”) pertaining to the Company’s business, whether or not patentable or copyrightable, that are made, written, developed, or conceived by you, alone or with others, at any time (during or after business hours) while you are employed by the Company or during the three months after your employment terminates. You understand that all of those works and ideas will be the Company’s exclusive property, and you hereby assign and agree to assign all your right, title and interest in those works and ideas to the Company. You will sign all documents which the Company deems necessary to confirm its ownership of those works and ideas, and you will cooperate fully with the Company to allow the Company to take full advantage of those works and ideas, including the securing of patent and/or copyright protection and/or other similar rights in the United States and in foreign countries.

d. You will not solicit or contact at any time, directly or through others, for the purpose or with the effect of competing or interfering with or harming any part of the Company’s business: (1) any customer or acquisition target under contract with the Company at any time during the last two years of your employment with the Company; (2) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from the Company at any time during the last two years of your employment with the Company; (3) any affiliate of any such customer or prospect; (4) any of the individual contacts established by the Company or you or others at the Company during the period of your employment with the Company; or (5) any individual who is an employee or independent contractor of the Company at the time of the solicitation or contact or who has been an employee or independent contractor within three months before such solicitation or contact.

e. Upon exercise, payment or delivery pursuant to this Option, you will certify on a form acceptable to the Committee that you are in compliance with the terms and conditions of this Option and all other Agreement between you and the Company .

f. If, before or during the six months after any exercise, payment or delivery of shares pursuant to this Option, you fail to comply in any material respect with any of the provisions of this paragraph 9 or with any of the provisions of any other Agreement with or duty to the Company, then such exercise, payment or delivery shall be rescinded. The Company will notify you in writing of any such rescission within one year after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, you will remit or deliver to the Company (1) the amount of any gain realized upon the sale of any shares of the Company’s Common Stock acquired upon the exercise of this Option, (2) any consideration received upon the exchange of any shares of the Company’s Common Stock acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the time of the exchange) or (3) the number of shares of the Company’s Common Stock that you received in connection with the rescinded exercise.

g. In addition to all other rights and remedies that the Company may have, the Company will have the right to setoff, against any stock or proceeds due to you

pursuant to this Option, any amounts to which the Company is entitled as a result of your violation of this Option or any other agreement with or duty to the Company. Accordingly, you acknowledge that (1) the Company may delay your exercise of Option Shares or withhold delivery of Option Shares, (2) the Company may place the proceeds of any sale by you or other disposition of Option Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (3) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow, which risk is yours.

h. You acknowledge and agree that the calculation of damages from a breach of the provisions of this paragraph 9 or any other agreement with or duty to the Company would be difficult to calculate accurately and that the right to setoff or other remedy provided for herein is reasonable and not a penalty against you. You further agree not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Option Shares or proceeds or uses those Option Shares or proceeds as a setoff.

i. For purposes of this paragraph 9, “Company” includes all direct and indirect subsidiaries and any other controlled affiliates of SunGard Data Systems Inc.

10. TAX AND SECURITIES MATTERS. Your exercise of this Option, your purchase of Option Shares from the Company, and later transfers of Option Shares by you may have important consequences under tax and securities laws. The Company believes that it is in your best interests to consult with counsel or another qualified expert before taking any of these actions. If any of these actions causes you to recognize compensation income, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or a Company parent or subsidiary corporation, if any, which arise in connection with your Option. You may not exercise your Option unless the tax withholding obligations of the Company and/or any Company parent or subsidiary corporation are satisfied. Accordingly, you may not be able to exercise your Option when desired even though your Option is vested, and the Company will have no obligation to issue a certificate for or otherwise take action to issue such shares of Common Stock.

11. OTHER PROVISIONS.

a. This Option is not intended to be an “incentive stock option” as that term is used in Section 422 of the Code.

b. This Option is not an employment or service contract, and nothing in this Option will be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or a Company parent or subsidiary corporation, or of the Company or a Company parent or subsidiary corporation to continue your employment. In addition, nothing in your Option will obligate the

Company or a Company parent or subsidiary corporation, their respective stockholders, Boards of Directors, officers, or employees to continue any employment or service relationship which you might have with the Company or a Company parent or subsidiary corporation.

c. This Option will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Option to the substantive law of another jurisdiction. In any action relating to this Option, each of the parties irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in the Commonwealth of Pennsylvania.

d. This Option is subject to all provisions of the Plan, which are incorporated in this Option by reference. If any provision of this Option is inconsistent with any provision of the Plan, then the provisions of the Plan will govern. This Option represents the entire understanding between the Company and you with respect to the subject matter of this Option, and no amendment, modification or waiver of this Option will bind the Company unless in writing and signed by the Company’s Chief Executive Officer. If a court decides that any provision of this Option is not enforceable for any reason, then the rest of this Option will not be affected. If a court decides that any provision of this Option is not enforceable due to your state or country of residence or employment, then that provision will have no effect only while you are a resident of or employed in that state or country but will become enforceable again if you are employed or become a resident of a state or country which permits the enforceability of such a provisions. If a court decides that any provision of this Option is too broad, then the court may limit that provision and enforce it in accordance with the intent of the parties and governing law.

e. Any determination, opinion or other action of the Committee or of any officer of the Company as provided for or contemplated by this Option will be made or taken in the sole discretion of the Committee or the officer, and will not be subject to challenge in the absence of bad faith.

f. Nothing in this Option will limit or restrict in any manner any rights or remedies of the Company, which the Company has, whether by contract or by law, in addition to those rights and remedies set forth in this Option in the event that the Company determines that you have breached the provisions of paragraph 9. Such remedies will include, but not be limited to, injunctive relief.

g. If you or the Company commences legal action in order to enforce the provisions of this Option, then the court will award the prevailing party payment of all fees, costs and expenses incurred by the prevailing party in connection with such action. Such payments will be made by the other party.

h. No waiver of any breach or violation of this Option will be implied from the forbearance or failure of the Company to take any action available to the

Company, whether it is with respect to the particular breach or violation with respect to which the Company has not taken action or any separate breach or violation.

After you read this Option and the Plan Prospectus, please sign both copies of this Option and return one copy to the Company’s Vice President-Human Resources.

SUNGARD DATA SYSTEMS INC.
By:
	CRISTÓBAL CONDE
	President and Chief Executive Officer

I ACKNOWLEDGE THAT I HAVE RECEIVED A COPY OF THIS OPTION AND THE PLAN PROSPECTUS, AND THAT I HAVE READ AND UNDERSTOOD BOTH. I ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THIS OPTION.

DATE SIGNED:
	NAME

Senior Management Rollover Option-California Resident

Name:

Number of Units:

Price per Unit: $18.00

Date of Grant: August 11, 2005

SUNGARD 2005 MANAGEMENT INCENTIVE PLAN

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDINGS CORP., SOLAR CAPITAL CORP. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

SENIOR MANAGEMENT NON-QUALIFIED ROLLOVER OPTION AGREEMENT

This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”) and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt and the Executive Employment Agreement, dated August 11, 2005, between the Optionee and SunGard Data Systems Inc. (the “Employment Agreement”). Any exercise of discretionary authority granted under the Plan shall be subject to the express terms of this Agreement, and the last sentence of Section 3 of the Plan shall not apply to determinations of the Administrator with respect to this Agreement or the provisions of the Plan as applied to this Agreement.

1. Grant of Option. The Company and Lowerco (as applicable) grant to the Optionee as of August 11, 2005, an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Plan, that total number of Units, consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares as set forth in Schedule A (the “Shares”) at the aggregate price per Unit of $4.50.

The Option evidenced by this Agreement is intended to be a non-qualified option and is granted to the Optionee in an Employment capacity as an employee in substitution of an option (which option is hereby deemed cancelled) held by the Optionee in SunGard

Data Systems, Inc. (“Old Option”), such substitution being in accordance with Treasury Regulation Section 1.424-1 and Internal Revenue Service Notice 2005-1 (the “Notice”) (Q & A 4(d)(ii)) and the material terms of such Old Option (which is attached hereto as Exhibit A) are deemed incorporated into this Option except with respect to the exercise price and the number of shares which have been adjusted (as permitted under the Notice) or as otherwise expressly provided herein, including any provisions that, upon the Optionee’s engaging in certain conduct, allow the Company to cancel the Old Option and to recover gains realized in connection with the exercise thereof. Any determinations as to whether this Option or related option gains are to be forfeited under such provisions shall continue to be made by an internal committee, which shall consist solely of three or more senior executives of the Company designated by the Board.

2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The following terms shall have the same meaning as set forth in the Optionee’s Employment Agreement: “Board,” “Date of Termination,” “Disability.” The following terms shall have the following meanings:

(a) “Beneficiary” means, in the event of Optionee’s death, Optionee’s legal representative, executor, administrator or designated beneficiary, as applicable;

(b) “Fair Market Value” means, as of any date, as to any Share, the Board’s good faith determination of the fair market value of such Share as of the applicable reference date, taking into account the most recent annual valuation of the Company. The Company agrees to engage, no later than December 31, 2006, and at least annually thereafter, an independent third party appraiser to perform such valuation, and to update each such valuation on a quarterly basis. Upon the exercise of a Put Option, the Board will provide prompt written notice of its determination of the Fair Market Value of the applicable Shares (the “Board Notice”) to Optionee. Optionee shall have the right to contest the Fair Market Value thereof by notice to the Company within fifteen (15) business days of receipt of the Board Notice. If Optionee does so notify the Company of Optionee’s disagreement with the Fair Market Value set forth in the Board Notice within such time period, then the Company shall retain an independent third party appraiser reasonably acceptable to Optionee and to the Company to determine the fair market value of such Shares, and the determination of such independent appraiser shall govern. For this purpose, the appraiser last used by the Company in the ordinary course of business will be considered an independent appraiser. In the event that the Fair Market Value of the Shares as determined by such independent appraiser exceeds by the lesser of $200,000 or 10% the fair market value determined by the Board, then the Company shall bear the full cost of the appraisal. Otherwise, the Optionee (or the Optionee’s Beneficiary, as applicable) shall bear the full cost of the appraisal;

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(c) “Family Member” means, with respect to Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which one or more of these persons (or Optionee) control the management of assets, or any other entity in which one or more of these persons (or Optionee) own more than fifty percent of the voting interests;

(d) “IPO” means the initial closing of a bona fide firm commitment underwritten public offering of equity shares of the Company, registered under the Securities Act of 1933, as amended, that results in such shares being traded on a liquid trading market;

(e) “Put Option” means the obligation of the Company or Lowerco, upon thirty (30) days notice from Optionee, to use commercially reasonable efforts to repurchase for cash the Shares acquired by Optionee (or Optionee’s Beneficiary) upon exercise of the Option with respect to one or more Units at the then Fair Market Value of such Shares; provided, however, that any Shares subject to the Put Option shall have been held by Optionee (or Optionee’s Beneficiary) for at least six months. If Company or Lowerco (as the case may be) is not able to repurchase the Shares subject to the Put Option in cash as a result of any contractual or legal restriction, Company or Lowerco (as the case may be) shall provide Optionee (or Optionee’s Beneficiary) with a promissory note that bears interest at the prime rate as published in The Wall Street Journal on the repurchase date plus 1% and will become payable over the three year period from the date of the note;

(f) “Registration Rights Agreement” means the Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005, by and among the Company, Lowerco, SunGard Holding Corp., Solar Capital Corp. and certain stockholders of the Company and Lowerco; and

(g) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the date of grant, as it may be adjusted as provided herein.

As used herein with respect to the Option, the term “vest” means to become exercisable in whole or in specified part.

3. Vesting of Option. The Option is fully vested.

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4. Exercise of Option.

(a) In General. Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided under the Plan and the Stockholders Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Companies at their principal offices, accompanied by payment in full as provided in the Plan. The Optionee shall not exercise this Option as to Shares of a single class, but must exercise this Option as to Units. The purchase price may be paid by delivery of cash or check acceptable to the Administrator or, if and to the extent permitted by the Code (including Section 409A thereof) and if such exercise would not adversely affect any of the Companies’ results of operations under Generally Accepted Accounting Principles, by means of withholding of Units subject to the Option with an aggregate Fair Market Value equal to (i) the aggregate exercise price and (ii) if commercially reasonable for the Company or Lowerco, as the case may be, to so permit (taking into account its cash position in light of any contractual or legal restrictions) minimum statutory withholding taxes with respect to such exercise, or by such other method provided under the Plan and explicitly approved by the Administrator. In the event that this Option is exercised by a person other than the Optionee, the Companies will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option.

(b) Time To Exercise. The latest date on which this Option may be exercised will be the same date as the final exercise date of the Old Option for which this Option has been substituted. If not exercised by such date, the Option will terminate.

5. Put Rights. If the Optionee’s Employment terminates as a result of the Optionee’s Disability or death (and if and to the extent permitted by the Code (including Section 409A thereof)) the Optionee (or the Optionee’s Beneficiary) shall have a Put Option at any time after Optionee’s Date of Termination, but prior to an IPO. This Option and the related Shares shall not be subject to any call option described in Section 6 of the Stockholder’s Agreement. The provisions of this Section 5 supersede Section 6 of the Stockholders Agreement with respect to the Options granted hereunder and the related Shares.

6. Share Restrictions, etc. Except as expressly provided herein, the Optionee’s rights hereunder and with respect to Shares received upon exercise are subject to the restrictions and other provisions contained in the Stockholders Agreement.

7. Redemptions and Repurchases. In the case of a substantially pro rata redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount

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proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Optionee shall be entitled to receive any information reasonably requested regarding the composition of a Unit, reflecting all such reductions.

8. Legends, etc. Shares issued upon exercise shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

9. Transfer of Option. This Option may only be transferred by the laws of descent and distribution, to a legal representative in the event of the Optionee’s incapacity, or to no more than one Family Member; provided that transfers to additional Family Members may be made with the consent of the Compensation Committee of the Board, such consent not to be unreasonably withheld.

10. Withholding. The exercise of the Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Companies in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Optionee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee and the Companies may so withhold as provided in Section 4(a) above.

11. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.

12. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement and the Registration Rights Agreement, in each case treating the undersigned as a “Manager” as defined therein. By accepting this Option, Optionee also irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in Pennsylvania over any suit, action or proceeding arising out of or related to this Agreement, and waives any objection to the laying of venue of any such suit, action or proceeding in any such court.

[SIGNATURE PAGE FOLLOWS]

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Executed as of the          day of                     , 2005.

SunGard Capital Corp. and	SUNGARD CAPITAL CORP.
SunGard Capital Corp. II	SUNGARD CAPITAL CORP. II
	By:
Optionee
	Name:

Exhibit A

FORM OF

SUNGARD^® DATA SYSTEMS INC.

NON-QUALIFIED STOCK OPTION

TO:	Name	NUMBER OF SHARES:	number
	Address
	Address	PRICE PER SHARE:	$_______
DATE OF GRANT:	Date	SOCIAL SECURITY NUMBER:	number

In accordance with the              Equity Incentive Plan of SunGard Data Systems Inc. (the “Plan”), SunGard Data Systems Inc. (the “Company”) hereby grants to you an option to purchase                      shares (the “Option Shares”) of the Company’s Common Stock, par value $.01 per share, at a price of $                     per share (the “Option Price”). This Option is subject to the applicable provisions of the Plan (as the Plan may be amended from time to time) and to the following provisions.

1. OPTION PERIOD. The period during which this Option may be exercised (the “Option Period”) will begin on                             ,              (one year after the date of grant) and end on                             ,              (ten years after the date of grant), except that this Option may terminate earlier as provided below. During the Option Period, you may exercise this Option, one or more times, for any whole number of vested Option Shares (see vesting schedule in paragraph 7 below) which does not exceed the total number of Option Shares minus the number of Option Shares previously purchased by exercise of this Option.

Notwithstanding the foregoing, this Option will not be exercisable at any time when, in the opinion of the Company’s General Counsel, the exercisability or exercise of this Option, the offer to sell any Option Shares, or the sale or transfer of any Option Shares may violate any foreign, federal, state, local or securities exchange law, rule or regulation, or may cause the Company to issue or sell more shares of Common Stock than the Company is legally entitled to issue or sell.

2. OPTION PRICE. The Option Price is intended to equal at least 100% of the fair market value of one share of the Company’s Common Stock on the date of grant of this Option. The Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined the fair market value to be the last reported sale price of one share of the Company’s Common Stock, as reported on the New York Stock Exchange, on the date of grant of this Option.

3. OPTION EXERCISE. You may exercise this Option by giving written notice to the Company’s Vice President-Human Resources at the Company’s principal offices, accompanied by payment of the Option Price for the total whole number of

vested Option Shares you wish to purchase. Your notice must be given on the form supplied by the Company or by letter containing all of the information required on the Company’s form. Payment must be made (a) in cash, (b) by delivery of previously owned shares of Common Stock of the Company which you have held for the period required to avoid a charge to the Company’s reported earnings (generally six months) or that you did not acquire, directly or indirectly, from the Company, and that are owned free and clear of any liens, encumbrances, claims, or security interests, together with an assignment of those shares to the Company satisfactory to the Company’s General Counsel, (c) by a cashless exercise program in accordance with the terms of Regulation T that results in the receipt of cash by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds, or (d) by a combination of the foregoing. Your payment must include any applicable transfer taxes as determined by the Company’s Chief Financial Officer.

If you pay all or any part of the Option Price in shares of the Company’s Common Stock, then each of these shares will be valued at the last reported sale price of one share of the Company’s Common Stock, as reported on the New York Stock Exchange (or on the stock exchange on which the Company’s Common Stock is then listed or admitted to trading), on the last trading day before the date you deliver the shares to the Company (or, if no sale took place on that day, the most recent day on which a sale took place). If the Company’s Common Stock is not then reported on the New York Stock Exchange or listed or admitted to trading on any stock exchange, then the value will be the average of the bid and ask prices in the over-the-counter market on the last trading day before the date you deliver the shares to the Company, or, if the foregoing does not apply, a value determined by the Committee. “Delivery” for the purpose of paying part or all of the Option’s exercise price with shares of the Company’s Common Stock, in the sole discretion of the Company at the time you exercise your Option, may include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. However, you may not exercise your Option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

Whenever you exercise this Option, the Company will not be required to deliver to you certificates for the Option Shares involved, and you will have no rights as a stockholder of the Company with respect to the Option Shares involved, unless and until the exercise is properly completed and the Option Price for those shares is fully paid. The Company reserves the right not to deliver to you the certificate for any Option Shares at any time when, in the opinion of the Company’s General Counsel, the delivery would violate a foreign, federal, state, local or securities exchange law, rule or regulation.

4. LIMITS ON OPTION TRANSFERS. This Option may be exercised only by you, and may not be assigned or transferred by you, except that: (a) in the event of your death, or in the event of your disability within the meaning of Section 22(e)(3) of the Code (“disability”), your legal representative may have certain rights to exercise this Option as provided below, or (b) you may transfer this Option to “family members” (only as permitted under the terms of the Plan and which includes certain trusts and family partnerships created for the benefit of you or your family members), provided, that if you

transfer your Option as provided in this Section 4, all references to “you” in this Option will continue to refer to you individually, except with respect to the right to exercise this Option and receive the Option Shares.

5. TERMINATION OF EMPLOYMENT. If your employment by Company (or a Company parent or subsidiary corporation) is terminated, voluntarily or involuntarily, for any reason or no reason other than your death or disability, then this Option, to the extent not previously exercised by you, will terminate three months after the date of termination of your employment (but not later than the last day of the Option Period defined above). After the date of termination of your employment, you may exercise this Option only for the number of vested Option Shares which you had a right to purchase but had not purchased as of the date your employment terminated. If you are employed by a Company parent or subsidiary corporation, your employment will be considered to have terminated on the date your employer ceases to be a Company parent or subsidiary corporation, unless, on that date, you are transferred to the Company or another Company parent or subsidiary corporation. Your employment will not be considered to have terminated if you are transferred from the Company to a Company parent or subsidiary corporation, or vice versa, or from one Company parent or subsidiary corporation to another.

6. DEATH AND DISABILITY. If you die while employed by the Company (or a Company parent or subsidiary corporation), then, at any time within one year after the date of your death (but not later than the last day of the Option Period defined above), your heirs, executor, administrator or other legal representative may exercise this Option as to any vested Option Shares which you had a right to purchase but had not purchased as of the date of your death. If your employment by the Company (or a Company parent or subsidiary corporation) is terminated by reason of your disability, then at any time within one year after the date of termination of your employment (but not later than the last day of the Option Period defined above), you or your legal representative may exercise this Option as to any vested Option Shares which you had a right to purchase but had not purchased as of the date of termination on account of your disability. Before your executor, administrator or other legal representative will be permitted to exercise this Option, he or she must present proof of his or her authority satisfactory to the Company’s General Counsel.

7. VESTING OF OPTION SHARES. The Option Shares will vest and become exercisable in accordance with the following schedule:

PERIOD	PERCENTAGE OF OPTION SHARES VESTED
until one year after date of grant	0	%
beginning one year after date of grant	25	%
beginning two years after date of grant	50	%
beginning three years after date of grant	75	%
beginning four years after date of grant	100	%

8. ADJUSTMENTS TO OPTION SHARES AND OPTION PRICE. If there is any change in the capitalization of the Company as a result of a stock dividend, stock split, recapitalization, reorganization, or other event which the Committee determines requires an adjustment under this paragraph, then the number and type of the Option Shares and the amount of the Option Price will be adjusted appropriately, in a manner determined by the Committee.

9. FORFEITURE. The Committee may cancel any unexercised portion of this Option and the Company may avail itself of any or all of the other remedies described in this paragraph 9 at any time if the Company determines that you are not in compliance with any of the following conditions (unless you first received a specific written waiver from the Company):

a. You will not render services for any organization or engage directly or indirectly in any business which, in the judgment and sole determination of the Chief Executive Officer of the Company or other senior officer designated by the Committee, is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company. If your employment or other service with the Company has terminated, the judgment of the Chief Executive Officer or other designated officer will be based on your position and responsibilities while employed by the Company, your post-employment responsibilities and position with the other organization or business, the extent of past, current and potential competition or conflict between the Company and the other organization or business, the effect on the Company’s customers, suppliers, employees and competitors of your assuming the post-employment position and such other considerations as are deemed relevant given the applicable facts and circumstances.

b. You will not disclose to anyone outside the Company, or use other than in the Company’s business, any confidential or proprietary information or material relating to the business of the Company, acquired by you either during or after employment with the Company. You understand that the Company’s proprietary and confidential information includes, by way of example: (1) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (2) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (3) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (4) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (5) screen designs, report designs and other designs, concepts and visual expressions for software products; (6) employment and payroll records; (7) forecasts, budgets, acquisition models and other non-public financial information; and (8) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies.

c. You will promptly communicate to the Company, in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “works and ideas”) pertaining to the Company’s business, whether or not patentable or copyrightable, that are made, written, developed, or conceived by you, alone or with others, at any time (during or after business hours) while you are employed by the Company or during the three months after your employment terminates. You understand that all of those works and ideas will be the Company’s exclusive property, and you hereby assign and agree to assign all your right, title and interest in those works and ideas to the Company. You will sign all documents which the Company deems necessary to confirm its ownership of those works and ideas, and you will cooperate fully with the Company to allow the Company to take full advantage of those works and ideas, including the securing of patent and/or copyright protection and/or other similar rights in the United States and in foreign countries.

d. You will not solicit or contact at any time, directly or through others, for the purpose or with the effect of competing or interfering with or harming any part of the Company’s business: (1) any customer or acquisition target under contract with the Company at any time during the last two years of your employment with the Company; (2) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from the Company at any time during the last two years of your employment with the Company; (3) any affiliate of any such customer or prospect; (4) any of the individual contacts established by the Company or you or others at the Company during the period of your employment with the Company; or (5) any individual who is an employee or independent contractor of the Company at the time of the solicitation or contact or who has been an employee or independent contractor within three months before such solicitation or contact.

e. Upon exercise, payment or delivery pursuant to this Option, you will certify on a form acceptable to the Committee that you are in compliance with the terms and conditions of this Option and all other Agreement between you and the Company .

f. If, before or during the six months after any exercise, payment or delivery of shares pursuant to this Option, you fail to comply in any material respect with any of the provisions of this paragraph 9 or with any of the provisions of any other Agreement with or duty to the Company, then such exercise, payment or delivery shall be rescinded. The Company will notify you in writing of any such rescission within one year after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, you will remit or deliver to the Company (1) the amount of any gain realized upon the sale of any shares of the Company’s Common Stock acquired upon the exercise of this Option, (2) any consideration received upon the exchange of any shares of the Company’s Common Stock acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the time of the exchange) or (3) the number of shares of the Company’s Common Stock that you received in connection with the rescinded exercise.

g. In addition to all other rights and remedies that the Company may have, the Company will have the right to setoff, against any stock or proceeds due to you

pursuant to this Option, any amounts to which the Company is entitled as a result of your violation of this Option or any other agreement with or duty to the Company. Accordingly, you acknowledge that (1) the Company may delay your exercise of Option Shares or withhold delivery of Option Shares, (2) the Company may place the proceeds of any sale by you or other disposition of Option Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (3) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow, which risk is yours.

h. You acknowledge and agree that the calculation of damages from a breach of the provisions of this paragraph 9 or any other agreement with or duty to the Company would be difficult to calculate accurately and that the right to setoff or other remedy provided for herein is reasonable and not a penalty against you. You further agree not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Option Shares or proceeds or uses those Option Shares or proceeds as a setoff.

i. For purposes of this paragraph 9, “Company” includes all direct and indirect subsidiaries and any other controlled affiliates of SunGard Data Systems Inc.

10. TAX AND SECURITIES MATTERS. Your exercise of this Option, your purchase of Option Shares from the Company, and later transfers of Option Shares by you may have important consequences under tax and securities laws. The Company believes that it is in your best interests to consult with counsel or another qualified expert before taking any of these actions. If any of these actions causes you to recognize compensation income, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or a Company parent or subsidiary corporation, if any, which arise in connection with your Option. You may not exercise your Option unless the tax withholding obligations of the Company and/or any Company parent or subsidiary corporation are satisfied. Accordingly, you may not be able to exercise your Option when desired even though your Option is vested, and the Company will have no obligation to issue a certificate for or otherwise take action to issue such shares of Common Stock.

11. OTHER PROVISIONS.

a. This Option is not intended to be an “incentive stock option” as that term is used in Section 422 of the Code.

b. This Option is not an employment or service contract, and nothing in this Option will be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or a Company parent or subsidiary corporation, or of the Company or a Company parent or subsidiary corporation to continue your employment. In addition, nothing in your Option will obligate the

Company or a Company parent or subsidiary corporation, their respective stockholders, Boards of Directors, officers, or employees to continue any employment or service relationship which you might have with the Company or a Company parent or subsidiary corporation.

c. This Option will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Option to the substantive law of another jurisdiction. In any action relating to this Option, each of the parties irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in the Commonwealth of Pennsylvania.

d. This Option is subject to all provisions of the Plan, which are incorporated in this Option by reference. If any provision of this Option is inconsistent with any provision of the Plan, then the provisions of the Plan will govern. This Option represents the entire understanding between the Company and you with respect to the subject matter of this Option, and no amendment, modification or waiver of this Option will bind the Company unless in writing and signed by the Company’s Chief Executive Officer. If a court decides that any provision of this Option is not enforceable for any reason, then the rest of this Option will not be affected. If a court decides that any provision of this Option is not enforceable due to your state or country of residence or employment, then that provision will have no effect only while you are a resident of or employed in that state or country but will become enforceable again if you are employed or become a resident of a state or country which permits the enforceability of such a provisions. If a court decides that any provision of this Option is too broad, then the court may limit that provision and enforce it in accordance with the intent of the parties and governing law.

e. Any determination, opinion or other action of the Committee or of any officer of the Company as provided for or contemplated by this Option will be made or taken in the sole discretion of the Committee or the officer, and will not be subject to challenge in the absence of bad faith.

f. Nothing in this Option will limit or restrict in any manner any rights or remedies of the Company, which the Company has, whether by contract or by law, in addition to those rights and remedies set forth in this Option in the event that the Company determines that you have breached the provisions of paragraph 9. Such remedies will include, but not be limited to, injunctive relief.

g. If you or the Company commences legal action in order to enforce the provisions of this Option, then the court will award the prevailing party payment of all fees, costs and expenses incurred by the prevailing party in connection with such action. Such payments will be made by the other party.

h. No waiver of any breach or violation of this Option will be implied from the forbearance or failure of the Company to take any action available to the

Company, whether it is with respect to the particular breach or violation with respect to which the Company has not taken action or any separate breach or violation.

After you read this Option and the Plan Prospectus, please sign both copies of this Option and return one copy to the Company’s Vice President-Human Resources.

SUNGARD DATA SYSTEMS INC.
By:
	CRISTÓBAL CONDE
	President and Chief Executive Officer

I ACKNOWLEDGE THAT I HAVE RECEIVED A COPY OF THIS OPTION AND THE PLAN PROSPECTUS, AND THAT I HAVE READ AND UNDERSTOOD BOTH. I ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THIS OPTION.

DATE SIGNED:
	NAME

Senior Management Rollover Option-UK Resident

Name:

Number of Units:

Price per Unit: $18.00

Date of Grant: August 11, 2005

SUNGARD 2005 MANAGEMENT INCENTIVE PLAN

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDINGS CORP., SOLAR CAPITAL CORP. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

SENIOR MANAGEMENT NON-QUALIFIED ROLLOVER OPTION AGREEMENT

This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”) and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt and the Executive Employment Agreement, dated August 11, 2005, between the Optionee and SunGard Data Systems Inc. (the “Employment Agreement”). Any exercise of discretionary authority granted under the Plan shall be subject to the express terms of this Agreement, and the last sentence of Section 3 of the Plan shall not apply to determinations of the Administrator with respect to this Agreement or the provisions of the Plan as applied to this Agreement.

1. Grant of Option. The Company and Lowerco (as applicable) grant to the Optionee as of August 11, 2005, an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Plan, that total number of Units, consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares as set forth in Schedule A (the “Shares”) at the aggregate price per Unit of $4.50.

The Option evidenced by this Agreement is intended to be a non-qualified option and is granted to the Optionee in an Employment capacity as an employee in substitution of an option (which option is hereby deemed cancelled) held by the Optionee in SunGard

Data Systems, Inc. (“Old Option”), such substitution being in accordance with Treasury Regulation Section 1.424-1 and Internal Revenue Service Notice 2005-1 (the “Notice”) (Q & A 4(d)(ii)) and the material terms of such Old Option (which is attached hereto as Exhibit A) are deemed incorporated into this Option except with respect to the exercise price and the number of shares which have been adjusted (as permitted under the Notice) or as otherwise expressly provided herein, including any provisions that, upon the Optionee’s engaging in certain conduct, allow the Company to cancel the Old Option and to recover gains realized in connection with the exercise thereof. Any determinations as to whether this Option or related option gains are to be forfeited under such provisions shall continue to be made by an internal committee, which shall consist solely of three or more senior executives of the Company designated by the Board.

2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The following terms shall have the same meaning as set forth in the Optionee’s Employment Agreement: “Board,” “Date of Termination,” “Disability.” The following terms shall have the following meanings:

(a) “Beneficiary” means, in the event of Optionee’s death, Optionee’s legal representative, executor, administrator or designated beneficiary, as applicable;

(b) “Fair Market Value” means, as of any date, as to any Share, the Board’s good faith determination of the fair market value of such Share as of the applicable reference date, taking into account the most recent annual valuation of the Company. The Company agrees to engage, no later than December 31, 2006, and at least annually thereafter, an independent third party appraiser to perform such valuation, and to update each such valuation on a quarterly basis. Upon the exercise of a Put Option, the Board will provide prompt written notice of its determination of the Fair Market Value of the applicable Shares (the “Board Notice”) to Optionee. Optionee shall have the right to contest the Fair Market Value thereof by notice to the Company within fifteen (15) business days of receipt of the Board Notice. If Optionee does so notify the Company of Optionee’s disagreement with the Fair Market Value set forth in the Board Notice within such time period, then the Company shall retain an independent third party appraiser reasonably acceptable to Optionee and to the Company to determine the fair market value of such Shares, and the determination of such independent appraiser shall govern. For this purpose, the appraiser last used by the Company in the ordinary course of business will be considered an independent appraiser. In the event that the Fair Market Value of the Shares as determined by such independent appraiser exceeds by the lesser of $200,000 or 10% the fair market value determined by the Board, then the Company shall bear the full cost of the appraisal. Otherwise, the Optionee (or the Optionee’s Beneficiary, as applicable) shall bear the full cost of the appraisal;

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(c) “Family Member” means, with respect to Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which one or more of these persons (or Optionee) control the management of assets, or any other entity in which one or more of these persons (or Optionee) own more than fifty percent of the voting interests;

(d) “IPO” means the initial closing of a bona fide firm commitment underwritten public offering of equity shares of the Company, registered under the Securities Act of 1933, as amended, that results in such shares being traded on a liquid trading market;

(e) “Put Option” means the obligation of the Company or Lowerco, upon thirty (30) days notice from Optionee, to use commercially reasonable efforts to repurchase for cash the Shares acquired by Optionee (or Optionee’s Beneficiary) upon exercise of the Option with respect to one or more Units at the then Fair Market Value of such Shares; provided, however, that any Shares subject to the Put Option shall have been held by Optionee (or Optionee’s Beneficiary) for at least six months. If Company or Lowerco (as the case may be) is not able to repurchase the Shares subject to the Put Option in cash as a result of any contractual or legal restriction, Company or Lowerco (as the case may be) shall provide Optionee (or Optionee’s Beneficiary) with a promissory note that bears interest at the prime rate as published in The Wall Street Journal on the repurchase date plus 1% and will become payable over the three year period from the date of the note;

(f) “Registration Rights Agreement” means the Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005, by and among the Company, Lowerco, SunGard Holding Corp., Solar Capital Corp. and certain stockholders of the Company and Lowerco; and

(g) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the date of grant, as it may be adjusted as provided herein.

As used herein with respect to the Option, the term “vest” means to become exercisable in whole or in specified part.

3. Vesting of Option. The Option is fully vested.

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4. Exercise of Option.

(a) In General. Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided under the Plan and the Stockholders Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Companies at their principal offices, accompanied by payment in full as provided in the Plan. The Optionee shall not exercise this Option as to Shares of a single class, but must exercise this Option as to Units. The purchase price may be paid by delivery of cash or check acceptable to the Administrator or, if and to the extent permitted by the Code (including Section 409A thereof) and if such exercise would not adversely affect any of the Companies’ results of operations under Generally Accepted Accounting Principles, by means of withholding of Units subject to the Option with an aggregate Fair Market Value equal to (i) the aggregate exercise price and (ii) if commercially reasonable for the Company or Lowerco, as the case may be, to so permit (taking into account its cash position in light of any contractual or legal restrictions) minimum statutory withholding taxes with respect to such exercise, or by such other method provided under the Plan and explicitly approved by the Administrator. In the event that this Option is exercised by a person other than the Optionee, the Companies will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option.

(b) Time To Exercise. The latest date on which this Option may be exercised will be the same date as the final exercise date of the Old Option for which this Option has been substituted. If not exercised by such date, the Option will terminate.

5. Put Rights. If the Optionee’s Employment terminates as a result of the Optionee’s Disability or death (and if and to the extent permitted by the Code (including Section 409A thereof)) the Optionee (or the Optionee’s Beneficiary) shall have a Put Option at any time after Optionee’s Date of Termination, but prior to an IPO. This Option and the related Shares shall not be subject to any call option described in Section 6 of the Stockholder’s Agreement. The provisions of this Section 5 supersede Section 6 of the Stockholders Agreement with respect to the Options granted hereunder and the related Shares.

6. Share Restrictions, etc. Except as expressly provided herein, the Optionee’s rights hereunder and with respect to Shares received upon exercise are subject to the restrictions and other provisions contained in the Stockholders Agreement.

7. Redemptions and Repurchases. In the case of a substantially pro rata redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount

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proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Optionee shall be entitled to receive any information reasonably requested regarding the composition of a Unit, reflecting all such reductions.

8. Legends, etc. Shares issued upon exercise shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

9. Transfer of Option. This Option may only be transferred by the laws of descent and distribution, to a legal representative in the event of the Optionee’s incapacity, or to no more than one Family Member; provided that transfers to additional Family Members may be made with the consent of the Compensation Committee of the Board, such consent not to be unreasonably withheld.

10. Withholding. The exercise of the Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Companies in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Optionee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee and the Companies may so withhold as provided in Section 4(a) above.

11. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time. Optionee, in accepting this Option, represents and acknowledges that Optionee’s participation in the Plan is voluntary; that participation in the Plan is discretionary; and that Optionee has not been induced to participate in the Plan by any expectation of employment or continued employment with the Company or any of its subsidiaries. Optionee furthermore understands and acknowledges that the grant of this Stock Option is discretionary, does not constitute any portion of Optionee’s regular remuneration and is not intended to be taken into account in calculating service-related benefits, and bears no guarantee or implication that any additional grant will be made in the future.

12. Personal Data. Optionee understands and acknowledges that in order to perform its obligations under the Plan, the Company and its subsidiaries may process personal data and/or sensitive personal data relating to Optionee. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data relating to Optionee, and information about Optionee’s participation in the Plan and the Shares acquired from time to time pursuant to the Plan. Optionee, in accepting this Option, gives his or her explicit and voluntary consent to the Company and its subsidiaries to process any such personal data and/or sensitive personal data. Optionee also hereby gives his or her explicit and voluntary consent to the Company and its subsidiaries to transfer any such personal data and/or

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sensitive personal data outside the country in which Optionee works or is employed. The legal persons for whom Optionee’s personal data are intended include the Company and any of its subsidiaries, any outside plan administrator or service provider selected by the Company or any of its subsidiaries from time to time, and any other person that the Administrator may find in its administration of the Plan to be appropriate. Optionee hereby acknowledges that he or she has been informed of his or her right of access and correction to his or her personal data by contacting his or her local human resources representative. Optionee understands that the transfer of the information described herein is important to the administration of the Plan and that failure to consent to the transmission of such information may limit or prohibit his or her participation in the Plan.

13. National Insurance Contributions. By acceptance of this Option the Optionee agrees to indemnify the Company and its subsidiaries for any employer’s Class 1 national insurance contributions due on the exercise of the Option.

14. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware in the United States of America without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement and the Registration Rights Agreement, in each case treating the undersigned as a “Manager” as defined therein. By accepting this Option, Optionee also irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in the Commonwealth of Pennsylvania in the United States of America over any suit, action or proceeding arising out of or related to this Agreement, and waives any objection to the laying of venue of any such suit, action or proceeding in any such court.

[SIGNATURE PAGE FOLLOWS]

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Executed as of the          day of                     , 2005.

SunGard Capital Corp. and SunGard Capital Corp. II	SUNGARD CAPITAL CORP. SUNGARD CAPITAL CORP. II
	By:
Optionee
	Name:

Exhibit A

FORM OF

SUNGARD^® DATA SYSTEMS INC.

NON-QUALIFIED STOCK OPTION

TO:	Name	NUMBER OF SHARES:	number
	Address
	Address	PRICE PER SHARE:	$
DATE OF GRANT:	Date	SOCIAL SECURITY NUMBER:	number

In accordance with the              Equity Incentive Plan of SunGard Data Systems Inc. (the “Plan”), SunGard Data Systems Inc. (the “Company”) hereby grants to you an option to purchase                      shares (the “Option Shares”) of the Company’s Common Stock, par value $.01 per share, at a price of $              per share (the “Option Price”). This Option is subject to the applicable provisions of the Plan (as the Plan may be amended from time to time) and to the following provisions.

1. OPTION PERIOD. The period during which this Option may be exercised (the “Option Period”) will begin on                      ,          (one year after the date of grant) and end on                      ,         (ten years after the date of grant), except that this Option may terminate earlier as provided below. During the Option Period, you may exercise this Option, one or more times, for any whole number of vested Option Shares (see vesting schedule in paragraph 7 below) which does not exceed the total number of Option Shares minus the number of Option Shares previously purchased by exercise of this Option.

Notwithstanding the foregoing, this Option will not be exercisable at any time when, in the opinion of the Company’s General Counsel, the exercisability or exercise of this Option, the offer to sell any Option Shares, or the sale or transfer of any Option Shares may violate any foreign, federal, state, local or securities exchange law, rule or regulation, or may cause the Company to issue or sell more shares of Common Stock than the Company is legally entitled to issue or sell.

2. OPTION PRICE. The Option Price is intended to equal at least 100% of the fair market value of one share of the Company’s Common Stock on the date of grant of this Option. The Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined the fair market value to be the last reported sale price of one share of the Company’s Common Stock, as reported on the New York Stock Exchange, on the date of grant of this Option.

3. OPTION EXERCISE. You may exercise this Option by giving written notice to the Company’s Vice President-Human Resources at the Company’s principal offices, accompanied by payment of the Option Price for the total whole number of

vested Option Shares you wish to purchase. Your notice must be given on the form supplied by the Company or by letter containing all of the information required on the Company’s form. Payment must be made (a) in cash, (b) by delivery of previously owned shares of Common Stock of the Company which you have held for the period required to avoid a charge to the Company’s reported earnings (generally six months) or that you did not acquire, directly or indirectly, from the Company, and that are owned free and clear of any liens, encumbrances, claims, or security interests, together with an assignment of those shares to the Company satisfactory to the Company’s General Counsel, (c) by a cashless exercise program in accordance with the terms of Regulation T that results in the receipt of cash by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds, or (d) by a combination of the foregoing. Your payment must include any applicable transfer taxes as determined by the Company’s Chief Financial Officer.

If you pay all or any part of the Option Price in shares of the Company’s Common Stock, then each of these shares will be valued at the last reported sale price of one share of the Company’s Common Stock, as reported on the New York Stock Exchange (or on the stock exchange on which the Company’s Common Stock is then listed or admitted to trading), on the last trading day before the date you deliver the shares to the Company (or, if no sale took place on that day, the most recent day on which a sale took place). If the Company’s Common Stock is not then reported on the New York Stock Exchange or listed or admitted to trading on any stock exchange, then the value will be the average of the bid and ask prices in the over-the-counter market on the last trading day before the date you deliver the shares to the Company, or, if the foregoing does not apply, a value determined by the Committee. “Delivery” for the purpose of paying part or all of the Option’s exercise price with shares of the Company’s Common Stock, in the sole discretion of the Company at the time you exercise your Option, may include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. However, you may not exercise your Option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

Whenever you exercise this Option, the Company will not be required to deliver to you certificates for the Option Shares involved, and you will have no rights as a stockholder of the Company with respect to the Option Shares involved, unless and until the exercise is properly completed and the Option Price for those shares is fully paid. The Company reserves the right not to deliver to you the certificate for any Option Shares at any time when, in the opinion of the Company’s General Counsel, the delivery would violate a foreign, federal, state, local or securities exchange law, rule or regulation.

4. LIMITS ON OPTION TRANSFERS. This Option may be exercised only by you, and may not be assigned or transferred by you, except that: (a) in the event of your death, or in the event of your disability within the meaning of Section 22(e)(3) of the Code (“disability”), your legal representative may have certain rights to exercise this Option as provided below, or (b) you may transfer this Option to “family members” (only as permitted under the terms of the Plan and which includes certain trusts and family partnerships created for the benefit of you or your family members), provided, that if you

transfer your Option as provided in this Section 4, all references to “you” in this Option will continue to refer to you individually, except with respect to the right to exercise this Option and receive the Option Shares.

5. TERMINATION OF EMPLOYMENT. If your employment by Company (or a Company parent or subsidiary corporation) is terminated, voluntarily or involuntarily, for any reason or no reason other than your death or disability, then this Option, to the extent not previously exercised by you, will terminate three months after the date of termination of your employment (but not later than the last day of the Option Period defined above). After the date of termination of your employment, you may exercise this Option only for the number of vested Option Shares which you had a right to purchase but had not purchased as of the date your employment terminated. If you are employed by a Company parent or subsidiary corporation, your employment will be considered to have terminated on the date your employer ceases to be a Company parent or subsidiary corporation, unless, on that date, you are transferred to the Company or another Company parent or subsidiary corporation. Your employment will not be considered to have terminated if you are transferred from the Company to a Company parent or subsidiary corporation, or vice versa, or from one Company parent or subsidiary corporation to another.

6. DEATH AND DISABILITY. If you die while employed by the Company (or a Company parent or subsidiary corporation), then, at any time within one year after the date of your death (but not later than the last day of the Option Period defined above), your heirs, executor, administrator or other legal representative may exercise this Option as to any vested Option Shares which you had a right to purchase but had not purchased as of the date of your death. If your employment by the Company (or a Company parent or subsidiary corporation) is terminated by reason of your disability, then at any time within one year after the date of termination of your employment (but not later than the last day of the Option Period defined above), you or your legal representative may exercise this Option as to any vested Option Shares which you had a right to purchase but had not purchased as of the date of termination on account of your disability. Before your executor, administrator or other legal representative will be permitted to exercise this Option, he or she must present proof of his or her authority satisfactory to the Company’s General Counsel.

7. VESTING OF OPTION SHARES. The Option Shares will vest and become exercisable in accordance with the following schedule:

PERIOD	PERCENTAGE OF OPTION SHARES VESTED
until one year after date of grant	0	%
beginning one year after date of grant	25	%
beginning two years after date of grant	50	%
beginning three years after date of grant	75	%
beginning four years after date of grant	100	%

8. ADJUSTMENTS TO OPTION SHARES AND OPTION PRICE. If there is any change in the capitalization of the Company as a result of a stock dividend, stock split, recapitalization, reorganization, or other event which the Committee determines requires an adjustment under this paragraph, then the number and type of the Option Shares and the amount of the Option Price will be adjusted appropriately, in a manner determined by the Committee.

9. FORFEITURE. The Committee may cancel any unexercised portion of this Option and the Company may avail itself of any or all of the other remedies described in this paragraph 9 at any time if the Company determines that you are not in compliance with any of the following conditions (unless you first received a specific written waiver from the Company):

a. You will not render services for any organization or engage directly or indirectly in any business which, in the judgment and sole determination of the Chief Executive Officer of the Company or other senior officer designated by the Committee, is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company. If your employment or other service with the Company has terminated, the judgment of the Chief Executive Officer or other designated officer will be based on your position and responsibilities while employed by the Company, your post-employment responsibilities and position with the other organization or business, the extent of past, current and potential competition or conflict between the Company and the other organization or business, the effect on the Company’s customers, suppliers, employees and competitors of your assuming the post-employment position and such other considerations as are deemed relevant given the applicable facts and circumstances.

b. You will not disclose to anyone outside the Company, or use other than in the Company’s business, any confidential or proprietary information or material relating to the business of the Company, acquired by you either during or after employment with the Company. You understand that the Company’s proprietary and confidential information includes, by way of example: (1) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (2) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (3) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (4) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (5) screen designs, report designs and other designs, concepts and visual expressions for software products; (6) employment and payroll records; (7) forecasts, budgets, acquisition models and other non-public financial information; and (8) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies.

c. You will promptly communicate to the Company, in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “works and ideas”) pertaining to the Company’s business, whether or not patentable or copyrightable, that are made, written, developed, or conceived by you, alone or with others, at any time (during or after business hours) while you are employed by the Company or during the three months after your employment terminates. You understand that all of those works and ideas will be the Company’s exclusive property, and you hereby assign and agree to assign all your right, title and interest in those works and ideas to the Company. You will sign all documents which the Company deems necessary to confirm its ownership of those works and ideas, and you will cooperate fully with the Company to allow the Company to take full advantage of those works and ideas, including the securing of patent and/or copyright protection and/or other similar rights in the United States and in foreign countries.

d. You will not solicit or contact at any time, directly or through others, for the purpose or with the effect of competing or interfering with or harming any part of the Company’s business: (1) any customer or acquisition target under contract with the Company at any time during the last two years of your employment with the Company; (2) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from the Company at any time during the last two years of your employment with the Company; (3) any affiliate of any such customer or prospect; (4) any of the individual contacts established by the Company or you or others at the Company during the period of your employment with the Company; or (5) any individual who is an employee or independent contractor of the Company at the time of the solicitation or contact or who has been an employee or independent contractor within three months before such solicitation or contact.

e. Upon exercise, payment or delivery pursuant to this Option, you will certify on a form acceptable to the Committee that you are in compliance with the terms and conditions of this Option and all other Agreement between you and the Company .

f. If, before or during the six months after any exercise, payment or delivery of shares pursuant to this Option, you fail to comply in any material respect with any of the provisions of this paragraph 9 or with any of the provisions of any other Agreement with or duty to the Company, then such exercise, payment or delivery shall be rescinded. The Company will notify you in writing of any such rescission within one year after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, you will remit or deliver to the Company (1) the amount of any gain realized upon the sale of any shares of the Company’s Common Stock acquired upon the exercise of this Option, (2) any consideration received upon the exchange of any shares of the Company’s Common Stock acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the time of the exchange) or (3) the number of shares of the Company’s Common Stock that you received in connection with the rescinded exercise.

g. In addition to all other rights and remedies that the Company may have, the Company will have the right to setoff, against any stock or proceeds due to you

pursuant to this Option, any amounts to which the Company is entitled as a result of your violation of this Option or any other agreement with or duty to the Company. Accordingly, you acknowledge that (1) the Company may delay your exercise of Option Shares or withhold delivery of Option Shares, (2) the Company may place the proceeds of any sale by you or other disposition of Option Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (3) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow, which risk is yours.

h. You acknowledge and agree that the calculation of damages from a breach of the provisions of this paragraph 9 or any other agreement with or duty to the Company would be difficult to calculate accurately and that the right to setoff or other remedy provided for herein is reasonable and not a penalty against you. You further agree not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Option Shares or proceeds or uses those Option Shares or proceeds as a setoff.

i. For purposes of this paragraph 9, “Company” includes all direct and indirect subsidiaries and any other controlled affiliates of SunGard Data Systems Inc.

10. TAX AND SECURITIES MATTERS. Your exercise of this Option, your purchase of Option Shares from the Company, and later transfers of Option Shares by you may have important consequences under tax and securities laws. The Company believes that it is in your best interests to consult with counsel or another qualified expert before taking any of these actions. If any of these actions causes you to recognize compensation income, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or a Company parent or subsidiary corporation, if any, which arise in connection with your Option. You may not exercise your Option unless the tax withholding obligations of the Company and/or any Company parent or subsidiary corporation are satisfied. Accordingly, you may not be able to exercise your Option when desired even though your Option is vested, and the Company will have no obligation to issue a certificate for or otherwise take action to issue such shares of Common Stock.

11. OTHER PROVISIONS.

a. This Option is not intended to be an “incentive stock option” as that term is used in Section 422 of the Code.

b. This Option is not an employment or service contract, and nothing in this Option will be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or a Company parent or subsidiary corporation, or of the Company or a Company parent or subsidiary corporation to continue your employment. In addition, nothing in your Option will obligate the

Company or a Company parent or subsidiary corporation, their respective stockholders, Boards of Directors, officers, or employees to continue any employment or service relationship which you might have with the Company or a Company parent or subsidiary corporation.

c. This Option will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Option to the substantive law of another jurisdiction. In any action relating to this Option, each of the parties irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in the Commonwealth of Pennsylvania.

d. This Option is subject to all provisions of the Plan, which are incorporated in this Option by reference. If any provision of this Option is inconsistent with any provision of the Plan, then the provisions of the Plan will govern. This Option represents the entire understanding between the Company and you with respect to the subject matter of this Option, and no amendment, modification or waiver of this Option will bind the Company unless in writing and signed by the Company’s Chief Executive Officer. If a court decides that any provision of this Option is not enforceable for any reason, then the rest of this Option will not be affected. If a court decides that any provision of this Option is not enforceable due to your state or country of residence or employment, then that provision will have no effect only while you are a resident of or employed in that state or country but will become enforceable again if you are employed or become a resident of a state or country which permits the enforceability of such a provisions. If a court decides that any provision of this Option is too broad, then the court may limit that provision and enforce it in accordance with the intent of the parties and governing law.

e. Any determination, opinion or other action of the Committee or of any officer of the Company as provided for or contemplated by this Option will be made or taken in the sole discretion of the Committee or the officer, and will not be subject to challenge in the absence of bad faith.

f. Nothing in this Option will limit or restrict in any manner any rights or remedies of the Company, which the Company has, whether by contract or by law, in addition to those rights and remedies set forth in this Option in the event that the Company determines that you have breached the provisions of paragraph 9. Such remedies will include, but not be limited to, injunctive relief.

g. If you or the Company commences legal action in order to enforce the provisions of this Option, then the court will award the prevailing party payment of all fees, costs and expenses incurred by the prevailing party in connection with such action. Such payments will be made by the other party.

h. No waiver of any breach or violation of this Option will be implied from the forbearance or failure of the Company to take any action available to the

Company, whether it is with respect to the particular breach or violation with respect to which the Company has not taken action or any separate breach or violation.

After you read this Option and the Plan Prospectus, please sign both copies of this Option and return one copy to the Company’s Vice President-Human Resources.

SUNGARD DATA SYSTEMS INC.
By:
	CRISTÓBAL CONDE
President and Chief Executive Officer

I ACKNOWLEDGE THAT I HAVE RECEIVED A COPY OF THIS OPTION AND THE PLAN PROSPECTUS, AND THAT I HAVE READ AND UNDERSTOOD BOTH. I ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THIS OPTION.

DATE SIGNED:
	NAME

Senior Management Rollover Option-Switzerland Resident

Name:

Number of Units:

Price per Unit: $18.00

Date of Grant: August 11, 2005

SUNGARD 2005 MANAGEMENT INCENTIVE PLAN

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDINGS CORP., SOLAR CAPITAL CORP. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

SENIOR MANAGEMENT NON-QUALIFIED ROLLOVER OPTION AGREEMENT

This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”) and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt and the Executive Employment Agreement, dated August 11, 2005, between the Optionee and SunGard Data Systems Inc. (the “Employment Agreement”). Any exercise of discretionary authority granted under the Plan shall be subject to the express terms of this Agreement, and the last sentence of Section 3 of the Plan shall not apply to determinations of the Administrator with respect to this Agreement or the provisions of the Plan as applied to this Agreement.

1. Grant of Option. The Company and Lowerco (as applicable) grant to the Optionee as of August 11, 2005, an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Plan, that total number of Units, consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares as set forth in Schedule A (the “Shares”) at the aggregate price per Unit of $4.50.

The Option evidenced by this Agreement is intended to be a non-qualified option and is granted to the Optionee in an Employment capacity as an employee in substitution of an option (which option is hereby deemed cancelled) held by the Optionee in SunGard

Data Systems, Inc. (“Old Option”), such substitution being in accordance with Treasury Regulation Section 1.424-1 and Internal Revenue Service Notice 2005-1 (the “Notice”) (Q & A 4(d)(ii)) and the material terms of such Old Option (which is attached hereto as Exhibit A) are deemed incorporated into this Option except with respect to the exercise price and the number of shares which have been adjusted (as permitted under the Notice) or as otherwise expressly provided herein, including any provisions that, upon the Optionee’s engaging in certain conduct, allow the Company to cancel the Old Option and to recover gains realized in connection with the exercise thereof. Any determinations as to whether this Option or related option gains are to be forfeited under such provisions shall continue to be made by an internal committee, which shall consist solely of three or more senior executives of the Company designated by the Board.

2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The following terms shall have the same meaning as set forth in the Optionee’s Employment Agreement: “Board,” “Date of Termination,” “Disability.” The following terms shall have the following meanings:

(a) “Beneficiary” means, in the event of Optionee’s death, Optionee’s legal representative, executor, administrator or designated beneficiary, as applicable;

(b) “Fair Market Value” means, as of any date, as to any Share, the Board’s good faith determination of the fair market value of such Share as of the applicable reference date, taking into account the most recent annual valuation of the Company. The Company agrees to engage, no later than December 31, 2006, and at least annually thereafter, an independent third party appraiser to perform such valuation, and to update each such valuation on a quarterly basis. Upon the exercise of a Put Option, the Board will provide prompt written notice of its determination of the Fair Market Value of the applicable Shares (the “Board Notice”) to Optionee. Optionee shall have the right to contest the Fair Market Value thereof by notice to the Company within fifteen (15) business days of receipt of the Board Notice. If Optionee does so notify the Company of Optionee’s disagreement with the Fair Market Value set forth in the Board Notice within such time period, then the Company shall retain an independent third party appraiser reasonably acceptable to Optionee and to the Company to determine the fair market value of such Shares, and the determination of such independent appraiser shall govern. For this purpose, the appraiser last used by the Company in the ordinary course of business will be considered an independent appraiser. In the event that the Fair Market Value of the Shares as determined by such independent appraiser exceeds by the lesser of $200,000 or 10% the fair market value determined by the Board, then the Company shall bear the full cost of the appraisal. Otherwise, the Optionee (or the Optionee’s Beneficiary, as applicable) shall bear the full cost of the appraisal;

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(c) “Family Member” means, with respect to Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which one or more of these persons (or Optionee) control the management of assets, or any other entity in which one or more of these persons (or Optionee) own more than fifty percent of the voting interests;

(d) “IPO” means the initial closing of a bona fide firm commitment underwritten public offering of equity shares of the Company, registered under the Securities Act of 1933, as amended, that results in such shares being traded on a liquid trading market;

(e) “Put Option” means the obligation of the Company or Lowerco, upon thirty (30) days notice from Optionee, to use commercially reasonable efforts to repurchase for cash the Shares acquired by Optionee (or Optionee’s Beneficiary) upon exercise of the Option with respect to one or more Units at the then Fair Market Value of such Shares; provided, however, that any Shares subject to the Put Option shall have been held by Optionee (or Optionee’s Beneficiary) for at least six months. If Company or Lowerco (as the case may be) is not able to repurchase the Shares subject to the Put Option in cash as a result of any contractual or legal restriction, Company or Lowerco (as the case may be) shall provide Optionee (or Optionee’s Beneficiary) with a promissory note that bears interest at the prime rate as published in The Wall Street Journal on the repurchase date plus 1% and will become payable over the three year period from the date of the note;

(f) “Registration Rights Agreement” means the Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005, by and among the Company, Lowerco, SunGard Holding Corp., Solar Capital Corp. and certain stockholders of the Company and Lowerco; and

(g) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the date of grant, as it may be adjusted as provided herein.

As used herein with respect to the Option, the term “vest” means to become exercisable in whole or in specified part.

3. Vesting of Option. The Option is fully vested.

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4. Exercise of Option.

(a) In General. Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided under the Plan and the Stockholders Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Companies at their principal offices, accompanied by payment in full as provided in the Plan. The Optionee shall not exercise this Option as to Shares of a single class, but must exercise this Option as to Units. The purchase price may be paid by delivery of cash or check acceptable to the Administrator or, if and to the extent permitted by the Code (including Section 409A thereof) and if such exercise would not adversely affect any of the Companies’ results of operations under Generally Accepted Accounting Principles, by means of withholding of Units subject to the Option with an aggregate Fair Market Value equal to (i) the aggregate exercise price and (ii) if commercially reasonable for the Company or Lowerco, as the case may be, to so permit (taking into account its cash position in light of any contractual or legal restrictions) minimum statutory withholding taxes with respect to such exercise, or by such other method provided under the Plan and explicitly approved by the Administrator. In the event that this Option is exercised by a person other than the Optionee, the Companies will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option.

(b) Time To Exercise. The latest date on which this Option may be exercised will be the same date as the final exercise date of the Old Option for which this Option has been substituted. If not exercised by such date, the Option will terminate.

5. Put Rights. If the Optionee’s Employment terminates as a result of the Optionee’s Disability or death (and if and to the extent permitted by the Code (including Section 409A thereof)) the Optionee (or the Optionee’s Beneficiary) shall have a Put Option at any time after Optionee’s Date of Termination, but prior to an IPO. This Option and the related Shares shall not be subject to any call option described in Section 6 of the Stockholder’s Agreement. The provisions of this Section 5 supersede Section 6 of the Stockholders Agreement with respect to the Options granted hereunder and the related Shares.

6. Share Restrictions, etc. Except as expressly provided herein, the Optionee’s rights hereunder and with respect to Shares received upon exercise are subject to the restrictions and other provisions contained in the Stockholders Agreement.

7. Redemptions and Repurchases. In the case of a substantially pro rata redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount

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proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Optionee shall be entitled to receive any information reasonably requested regarding the composition of a Unit, reflecting all such reductions.

8. Legends, etc. Shares issued upon exercise shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

9. Transfer of Option. This Option may only be transferred by the laws of descent and distribution, to a legal representative in the event of the Optionee’s incapacity, or to no more than one Family Member; provided that transfers to additional Family Members may be made with the consent of the Compensation Committee of the Board, such consent not to be unreasonably withheld.

10. Withholding. The exercise of the Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Companies in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Optionee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee and the Companies may so withhold as provided in Section 4(a) above.

11. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time. Optionee, in accepting this Option, represents and acknowledges that Optionee’s participation in the Plan is voluntary; that participation in the Plan is discretionary; and that Optionee has not been induced to participate in the Plan by any expectation of employment or continued employment with the Company or any of its subsidiaries. Optionee furthermore understands and acknowledges that the grant of this Stock Option is discretionary, does not constitute any portion of Optionee’s regular remuneration and is not intended to be taken into account in calculating service-related benefits, and bears no guarantee or implication that any additional grant will be made in the future.

12. Personal Data. Optionee understands and acknowledges that in order to perform its obligations under the Plan, the Company and its subsidiaries may process personal data and/or sensitive personal data relating to Optionee. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data relating to Optionee, and information about Optionee’s participation in the Plan and the Shares acquired from time to time pursuant to the Plan. Optionee, in accepting this Option, gives his or her explicit and voluntary consent to the Company and its subsidiaries to process any such personal data and/or sensitive personal data. Optionee also hereby gives his or her explicit and voluntary consent to the Company and its subsidiaries to transfer any such personal data and/or

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sensitive personal data outside the country in which Optionee works or is employed. The legal persons for whom Optionee’s personal data are intended include the Company and any of its subsidiaries, any outside plan administrator or service provider selected by the Company or any of its subsidiaries from time to time, and any other person that the Administrator may find in its administration of the Plan to be appropriate. Optionee hereby acknowledges that he or she has been informed of his or her right of access and correction to his or her personal data by contacting his or her local human resources representative. Optionee understands that the transfer of the information described herein is important to the administration of the Plan and that failure to consent to the transmission of such information may limit or prohibit his or her participation in the Plan.

13. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware in the United States of America without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement and the Registration Rights Agreement, in each case treating the undersigned as a “Manager” as defined therein. By accepting this Option, Optionee also irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in the Commonwealth of Pennsylvania in the United States of America over any suit, action or proceeding arising out of or related to this Agreement, and waives any objection to the laying of venue of any such suit, action or proceeding in any such court.

[SIGNATURE PAGE FOLLOWS]

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Executed as of the          day of                     , 2005.

SunGard Capital Corp. and	SUNGARD CAPITAL CORP.
SunGard Capital Corp. II	SUNGARD CAPITAL CORP. II
	By:
Optionee
	Name:

Exhibit A

FORM OF

SUNGARD^® DATA SYSTEMS INC.

NON-QUALIFIED STOCK OPTION

TO:	Name	NUMBER OF SHARES:	number
	Address
	Address	PRICE PER SHARE:	$
DATE OF GRANT:	Date	SOCIAL SECURITY NUMBER:	number

In accordance with the              Equity Incentive Plan of SunGard Data Systems Inc. (the “Plan”), SunGard Data Systems Inc. (the “Company”) hereby grants to you an option to purchase              shares (the “Option Shares”) of the Company’s Common Stock, par value $.01 per share, at a price of $             per share (the “Option Price”). This Option is subject to the applicable provisions of the Plan (as the Plan may be amended from time to time) and to the following provisions.

1. OPTION PERIOD. The period during which this Option may be exercised (the “Option Period”) will begin on                     ,              (one year after the date of grant) and end on                     ,              (ten years after the date of grant), except that this Option may terminate earlier as provided below. During the Option Period, you may exercise this Option, one or more times, for any whole number of vested Option Shares (see vesting schedule in paragraph 7 below) which does not exceed the total number of Option Shares minus the number of Option Shares previously purchased by exercise of this Option.

Notwithstanding the foregoing, this Option will not be exercisable at any time when, in the opinion of the Company’s General Counsel, the exercisability or exercise of this Option, the offer to sell any Option Shares, or the sale or transfer of any Option Shares may violate any foreign, federal, state, local or securities exchange law, rule or regulation, or may cause the Company to issue or sell more shares of Common Stock than the Company is legally entitled to issue or sell.

2. OPTION PRICE. The Option Price is intended to equal at least 100% of the fair market value of one share of the Company’s Common Stock on the date of grant of this Option. The Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined the fair market value to be the last reported sale price of one share of the Company’s Common Stock, as reported on the New York Stock Exchange, on the date of grant of this Option.

3. OPTION EXERCISE. You may exercise this Option by giving written notice to the Company’s Vice President-Human Resources at the Company’s principal offices, accompanied by payment of the Option Price for the total whole number of

vested Option Shares you wish to purchase. Your notice must be given on the form supplied by the Company or by letter containing all of the information required on the Company’s form. Payment must be made (a) in cash, (b) by delivery of previously owned shares of Common Stock of the Company which you have held for the period required to avoid a charge to the Company’s reported earnings (generally six months) or that you did not acquire, directly or indirectly, from the Company, and that are owned free and clear of any liens, encumbrances, claims, or security interests, together with an assignment of those shares to the Company satisfactory to the Company’s General Counsel, (c) by a cashless exercise program in accordance with the terms of Regulation T that results in the receipt of cash by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds, or (d) by a combination of the foregoing. Your payment must include any applicable transfer taxes as determined by the Company’s Chief Financial Officer.

If you pay all or any part of the Option Price in shares of the Company’s Common Stock, then each of these shares will be valued at the last reported sale price of one share of the Company’s Common Stock, as reported on the New York Stock Exchange (or on the stock exchange on which the Company’s Common Stock is then listed or admitted to trading), on the last trading day before the date you deliver the shares to the Company (or, if no sale took place on that day, the most recent day on which a sale took place). If the Company’s Common Stock is not then reported on the New York Stock Exchange or listed or admitted to trading on any stock exchange, then the value will be the average of the bid and ask prices in the over-the-counter market on the last trading day before the date you deliver the shares to the Company, or, if the foregoing does not apply, a value determined by the Committee. “Delivery” for the purpose of paying part or all of the Option’s exercise price with shares of the Company’s Common Stock, in the sole discretion of the Company at the time you exercise your Option, may include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. However, you may not exercise your Option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

Whenever you exercise this Option, the Company will not be required to deliver to you certificates for the Option Shares involved, and you will have no rights as a stockholder of the Company with respect to the Option Shares involved, unless and until the exercise is properly completed and the Option Price for those shares is fully paid. The Company reserves the right not to deliver to you the certificate for any Option Shares at any time when, in the opinion of the Company’s General Counsel, the delivery would violate a foreign, federal, state, local or securities exchange law, rule or regulation.

4. LIMITS ON OPTION TRANSFERS. This Option may be exercised only by you, and may not be assigned or transferred by you, except that: (a) in the event of your death, or in the event of your disability within the meaning of Section 22(e)(3) of the Code (“disability”), your legal representative may have certain rights to exercise this Option as provided below, or (b) you may transfer this Option to “family members” (only as permitted under the terms of the Plan and which includes certain trusts and family partnerships created for the benefit of you or your family members), provided, that if you

transfer your Option as provided in this Section 4, all references to “you” in this Option will continue to refer to you individually, except with respect to the right to exercise this Option and receive the Option Shares.

5. TERMINATION OF EMPLOYMENT. If your employment by Company (or a Company parent or subsidiary corporation) is terminated, voluntarily or involuntarily, for any reason or no reason other than your death or disability, then this Option, to the extent not previously exercised by you, will terminate three months after the date of termination of your employment (but not later than the last day of the Option Period defined above). After the date of termination of your employment, you may exercise this Option only for the number of vested Option Shares which you had a right to purchase but had not purchased as of the date your employment terminated. If you are employed by a Company parent or subsidiary corporation, your employment will be considered to have terminated on the date your employer ceases to be a Company parent or subsidiary corporation, unless, on that date, you are transferred to the Company or another Company parent or subsidiary corporation. Your employment will not be considered to have terminated if you are transferred from the Company to a Company parent or subsidiary corporation, or vice versa, or from one Company parent or subsidiary corporation to another.

6. DEATH AND DISABILITY. If you die while employed by the Company (or a Company parent or subsidiary corporation), then, at any time within one year after the date of your death (but not later than the last day of the Option Period defined above), your heirs, executor, administrator or other legal representative may exercise this Option as to any vested Option Shares which you had a right to purchase but had not purchased as of the date of your death. If your employment by the Company (or a Company parent or subsidiary corporation) is terminated by reason of your disability, then at any time within one year after the date of termination of your employment (but not later than the last day of the Option Period defined above), you or your legal representative may exercise this Option as to any vested Option Shares which you had a right to purchase but had not purchased as of the date of termination on account of your disability. Before your executor, administrator or other legal representative will be permitted to exercise this Option, he or she must present proof of his or her authority satisfactory to the Company’s General Counsel.

7. VESTING OF OPTION SHARES. The Option Shares will vest and become exercisable in accordance with the following schedule:

PERIOD	PERCENTAGE OF OPTION SHARES VESTED
until one year after date of grant	0	%
beginning one year after date of grant	25	%
beginning two years after date of grant	50	%
beginning three years after date of grant	75	%
beginning four years after date of grant	100	%

8. ADJUSTMENTS TO OPTION SHARES AND OPTION PRICE. If there is any change in the capitalization of the Company as a result of a stock dividend, stock split, recapitalization, reorganization, or other event which the Committee determines requires an adjustment under this paragraph, then the number and type of the Option Shares and the amount of the Option Price will be adjusted appropriately, in a manner determined by the Committee.

9. FORFEITURE. The Committee may cancel any unexercised portion of this Option and the Company may avail itself of any or all of the other remedies described in this paragraph 9 at any time if the Company determines that you are not in compliance with any of the following conditions (unless you first received a specific written waiver from the Company):

a. You will not render services for any organization or engage directly or indirectly in any business which, in the judgment and sole determination of the Chief Executive Officer of the Company or other senior officer designated by the Committee, is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company. If your employment or other service with the Company has terminated, the judgment of the Chief Executive Officer or other designated officer will be based on your position and responsibilities while employed by the Company, your post-employment responsibilities and position with the other organization or business, the extent of past, current and potential competition or conflict between the Company and the other organization or business, the effect on the Company’s customers, suppliers, employees and competitors of your assuming the post-employment position and such other considerations as are deemed relevant given the applicable facts and circumstances.

b. You will not disclose to anyone outside the Company, or use other than in the Company’s business, any confidential or proprietary information or material relating to the business of the Company, acquired by you either during or after employment with the Company. You understand that the Company’s proprietary and confidential information includes, by way of example: (1) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (2) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (3) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (4) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (5) screen designs, report designs and other designs, concepts and visual expressions for software products; (6) employment and payroll records; (7) forecasts, budgets, acquisition models and other non-public financial information; and (8) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies.

c. You will promptly communicate to the Company, in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “works and ideas”) pertaining to the Company’s business, whether or not patentable or copyrightable, that are made, written, developed, or conceived by you, alone or with others, at any time (during or after business hours) while you are employed by the Company or during the three months after your employment terminates. You understand that all of those works and ideas will be the Company’s exclusive property, and you hereby assign and agree to assign all your right, title and interest in those works and ideas to the Company. You will sign all documents which the Company deems necessary to confirm its ownership of those works and ideas, and you will cooperate fully with the Company to allow the Company to take full advantage of those works and ideas, including the securing of patent and/or copyright protection and/or other similar rights in the United States and in foreign countries.

d. You will not solicit or contact at any time, directly or through others, for the purpose or with the effect of competing or interfering with or harming any part of the Company’s business: (1) any customer or acquisition target under contract with the Company at any time during the last two years of your employment with the Company; (2) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from the Company at any time during the last two years of your employment with the Company; (3) any affiliate of any such customer or prospect; (4) any of the individual contacts established by the Company or you or others at the Company during the period of your employment with the Company; or (5) any individual who is an employee or independent contractor of the Company at the time of the solicitation or contact or who has been an employee or independent contractor within three months before such solicitation or contact.

e. Upon exercise, payment or delivery pursuant to this Option, you will certify on a form acceptable to the Committee that you are in compliance with the terms and conditions of this Option and all other Agreement between you and the Company .

f. If, before or during the six months after any exercise, payment or delivery of shares pursuant to this Option, you fail to comply in any material respect with any of the provisions of this paragraph 9 or with any of the provisions of any other Agreement with or duty to the Company, then such exercise, payment or delivery shall be rescinded. The Company will notify you in writing of any such rescission within one year after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, you will remit or deliver to the Company (1) the amount of any gain realized upon the sale of any shares of the Company’s Common Stock acquired upon the exercise of this Option, (2) any consideration received upon the exchange of any shares of the Company’s Common Stock acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the time of the exchange) or (3) the number of shares of the Company’s Common Stock that you received in connection with the rescinded exercise.

g. In addition to all other rights and remedies that the Company may have, the Company will have the right to setoff, against any stock or proceeds due to you

pursuant to this Option, any amounts to which the Company is entitled as a result of your violation of this Option or any other agreement with or duty to the Company. Accordingly, you acknowledge that (1) the Company may delay your exercise of Option Shares or withhold delivery of Option Shares, (2) the Company may place the proceeds of any sale by you or other disposition of Option Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (3) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow, which risk is yours.

h. You acknowledge and agree that the calculation of damages from a breach of the provisions of this paragraph 9 or any other agreement with or duty to the Company would be difficult to calculate accurately and that the right to setoff or other remedy provided for herein is reasonable and not a penalty against you. You further agree not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Option Shares or proceeds or uses those Option Shares or proceeds as a setoff.

i. For purposes of this paragraph 9, “Company” includes all direct and indirect subsidiaries and any other controlled affiliates of SunGard Data Systems Inc.

10. TAX AND SECURITIES MATTERS. Your exercise of this Option, your purchase of Option Shares from the Company, and later transfers of Option Shares by you may have important consequences under tax and securities laws. The Company believes that it is in your best interests to consult with counsel or another qualified expert before taking any of these actions. If any of these actions causes you to recognize compensation income, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or a Company parent or subsidiary corporation, if any, which arise in connection with your Option. You may not exercise your Option unless the tax withholding obligations of the Company and/or any Company parent or subsidiary corporation are satisfied. Accordingly, you may not be able to exercise your Option when desired even though your Option is vested, and the Company will have no obligation to issue a certificate for or otherwise take action to issue such shares of Common Stock.

11. OTHER PROVISIONS.

a. This Option is not intended to be an “incentive stock option” as that term is used in Section 422 of the Code.

b. This Option is not an employment or service contract, and nothing in this Option will be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or a Company parent or subsidiary corporation, or of the Company or a Company parent or subsidiary corporation to continue your employment. In addition, nothing in your Option will obligate the

Company or a Company parent or subsidiary corporation, their respective stockholders, Boards of Directors, officers, or employees to continue any employment or service relationship which you might have with the Company or a Company parent or subsidiary corporation.

c. This Option will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Option to the substantive law of another jurisdiction. In any action relating to this Option, each of the parties irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in the Commonwealth of Pennsylvania.

d. This Option is subject to all provisions of the Plan, which are incorporated in this Option by reference. If any provision of this Option is inconsistent with any provision of the Plan, then the provisions of the Plan will govern. This Option represents the entire understanding between the Company and you with respect to the subject matter of this Option, and no amendment, modification or waiver of this Option will bind the Company unless in writing and signed by the Company’s Chief Executive Officer. If a court decides that any provision of this Option is not enforceable for any reason, then the rest of this Option will not be affected. If a court decides that any provision of this Option is not enforceable due to your state or country of residence or employment, then that provision will have no effect only while you are a resident of or employed in that state or country but will become enforceable again if you are employed or become a resident of a state or country which permits the enforceability of such a provisions. If a court decides that any provision of this Option is too broad, then the court may limit that provision and enforce it in accordance with the intent of the parties and governing law.

e. Any determination, opinion or other action of the Committee or of any officer of the Company as provided for or contemplated by this Option will be made or taken in the sole discretion of the Committee or the officer, and will not be subject to challenge in the absence of bad faith.

f. Nothing in this Option will limit or restrict in any manner any rights or remedies of the Company, which the Company has, whether by contract or by law, in addition to those rights and remedies set forth in this Option in the event that the Company determines that you have breached the provisions of paragraph 9. Such remedies will include, but not be limited to, injunctive relief.

g. If you or the Company commences legal action in order to enforce the provisions of this Option, then the court will award the prevailing party payment of all fees, costs and expenses incurred by the prevailing party in connection with such action. Such payments will be made by the other party.

h. No waiver of any breach or violation of this Option will be implied from the forbearance or failure of the Company to take any action available to the

Company, whether it is with respect to the particular breach or violation with respect to which the Company has not taken action or any separate breach or violation.

After you read this Option and the Plan Prospectus, please sign both copies of this Option and return one copy to the Company’s Vice President-Human Resources.

SUNGARD DATA SYSTEMS INC.
By:
	CRISTÓBAL CONDE
	President and Chief Executive Officer

I ACKNOWLEDGE THAT I HAVE RECEIVED A COPY OF THIS OPTION AND THE PLAN PROSPECTUS, AND THAT I HAVE READ AND UNDERSTOOD BOTH. I ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THIS OPTION.

DATE SIGNED:
	NAME

Management Rollover Option

Name:

Number of Units:

Price per Unit: $18.00

Date of Grant: August 11. 2005

SUNGARD 2005 MANAGEMENT INCENTIVE PLAN

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDINGS CORP., SOLAR CAPITAL CORP. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

MANAGEMENT NON-QUALIFIED ROLLOVER OPTION AGREEMENT

This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”) and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt.

1. Grant of Option. The Company and Lowerco (as applicable) grant to the Optionee as of August 11, 2005, an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Plan, that total number of Units, consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares as set forth in Schedule A (the “Shares”) at the aggregate price per Unit of $4.50.

The Option evidenced by this Agreement is intended to be a non-qualified option and is granted to the Optionee in an Employment capacity as an employee in substitution of an option (which option is hereby deemed cancelled) held by the Optionee in SunGard Data Systems, Inc. (“Old Option”), such substitution being in accordance with Treasury Regulation Section 1.424-1 and Internal Revenue Service Notice 2005-1 (the “Notice”) (Q & A 4(d)(ii)) and the material terms of such Old Option (which is attached hereto as Exhibit A) are deemed incorporated into this Option except with respect to the exercise price and the number of shares which have been adjusted (as permitted under the Notice) or as otherwise expressly provided herein, including any provisions that, upon the

Optionee’s engaging in certain conduct, allow the Company to cancel the Old Option and to recover gains realized in connection with the exercise thereof. Any determination as to whether this Option or related option gains are to be forfeited under such provisions shall continue to be made by an internal committee, which shall consist solely of three or more senior executives of the Company designated by the Board.

2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The terms “Business,” “Disability,” “Fair Market Value” and “Sale” shall have the same meaning as set forth in the Stockholders Agreement as of the date hereof and without regard to any subsequent amendment thereof. The following terms shall have the following meanings:

(a) “Family Member” means, with respect to Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which one or more of these persons (or Optionee) control the management of assets, or any other entity in which one or more of these persons (or Optionee) own more than fifty percent of the voting interests; and

(b) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the date of grant, as it may be adjusted as provided herein.

As used herein with respect to the Option, the term “vest” means to become exercisable in whole or in specified part.

3. Vesting of Option. The Option is fully vested.

4. Exercise of Option.

(a) In General. Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided under the Plan and the Stockholders Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Companies at their principal offices, accompanied by payment in full as provided in the Plan. The Optionee shall not exercise this Option as to Shares of a single class but must exercise this Option as to Units. The purchase price may be paid by delivery of cash or check acceptable to the Administrator or, if and to the extent permitted by the Code (including Section 409A thereof) and if such exercise would not adversely affect any of the Companies’ results of

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operations under Generally Accepted Accounting Principles, by means of withholding of Units subject to the Option with an aggregate Fair Market Value equal to (i) the aggregate exercise price and (ii) if commercially reasonable for the Company or Lowerco, as the case may be, to so permit (taking into account its cash position in light of any contractual or legal restrictions) minimum statutory withholding taxes with respect to such exercise, or by such other method provided under the Plan and explicitly approved by the Administrator. In the event that this Option is exercised by a person other than the Optionee, the Companies will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option.

(b) Time To Exercise. The latest date on which this Option may be exercised will be the same date as the final exercise date of the Old Option for which this Option has been substituted. If not exercised by such date, the Option will terminate.

5. Certain Calls and Puts. The Options granted hereunder and the related Shares are subject to the call and put rights contained in Section 6 of the Stockholders Agreement, except that such put rights shall be granted only if and to the extent permitted by the Code (including Section 409A thereof); provided, however, that the call rights contained in Section 6 of the Stockholders Agreement shall not apply in the event of (a) a termination resulting from Disability or death or (b) an involuntary termination of the Optionee’s Employment other than (i) for Cause or (ii) in connection with the Sale of a Business.

6. Share Restrictions, etc. Except as expressly provided herein, the Optionee’s rights hereunder and with respect to Shares received upon exercise are subject to the restrictions and other provisions contained in the Stockholders Agreement.

7. Redemptions and Repurchases. In the case of a substantially pro rata redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Optionee shall be entitled to receive any information reasonably requested regarding the composition of a Unit, reflecting all such reductions.

8. Legends, etc. Shares issued upon exercise shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

9. Transfer of Option. This Option may only be transferred by the laws of descent and distribution, to a legal representative in the event of the Optionee’s incapacity, or to a Family Member with the consent of the Compensation Committee of the Board, such consent not to be unreasonably withheld.

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10. Withholding. The exercise of the Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Companies in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Optionee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee and the Companies may so withhold as provided in Section 4(a) above.

11. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.

12. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement as a “Manager” as defined therein.

[SIGNATURE PAGE FOLLOWS]

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Executed as of the          day of                     , 2005.

SunGard Capital Corp. and SunGard Capital Corp. II	SUNGARD CAPITAL CORP. SUNGARD CAPITAL CORP. II
	By:
Optionee
	Name:

Exhibit A

FORM OF

SUNGARD^® DATA SYSTEMS INC.

NON-QUALIFIED STOCK OPTION

TO:	Name	NUMBER OF SHARES:	number
	Address
	Address	PRICE PER SHARE:	$_______
DATE OF GRANT:	Date	SOCIAL SECURITY NUMBER:	number

In accordance with the              Equity Incentive Plan of SunGard Data Systems Inc. (the “Plan”), SunGard Data Systems Inc. (the “Company”) hereby grants to you an option to purchase                  shares (the “Option Shares”) of the Company’s Common Stock, par value $.01 per share, at a price of $             per share (the “Option Price”). This Option is subject to the applicable provisions of the Plan (as the Plan may be amended from time to time) and to the following provisions.

1. OPTION PERIOD. The period during which this Option may be exercised (the “Option Period”) will begin on                     ,          (one year after the date of grant) and end on                     ,          (ten years after the date of grant), except that this Option may terminate earlier as provided below. During the Option Period, you may exercise this Option, one or more times, for any whole number of vested Option Shares (see vesting schedule in paragraph 7 below) which does not exceed the total number of Option Shares minus the number of Option Shares previously purchased by exercise of this Option.

Notwithstanding the foregoing, this Option will not be exercisable at any time when, in the opinion of the Company’s General Counsel, the exercisability or exercise of this Option, the offer to sell any Option Shares, or the sale or transfer of any Option Shares may violate any foreign, federal, state, local or securities exchange law, rule or regulation, or may cause the Company to issue or sell more shares of Common Stock than the Company is legally entitled to issue or sell.

2. OPTION PRICE. The Option Price is intended to equal at least 100% of the fair market value of one share of the Company’s Common Stock on the date of grant of this Option. The Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined the fair market value to be the last reported sale price of one share of the Company’s Common Stock, as reported on the New York Stock Exchange, on the date of grant of this Option.

3. OPTION EXERCISE. You may exercise this Option by giving written notice to the Company’s Vice President-Human Resources at the Company’s principal offices, accompanied by payment of the Option Price for the total whole number of

vested Option Shares you wish to purchase. Your notice must be given on the form supplied by the Company or by letter containing all of the information required on the Company’s form. Payment must be made (a) in cash, (b) by delivery of previously owned shares of Common Stock of the Company which you have held for the period required to avoid a charge to the Company’s reported earnings (generally six months) or that you did not acquire, directly or indirectly, from the Company, and that are owned free and clear of any liens, encumbrances, claims, or security interests, together with an assignment of those shares to the Company satisfactory to the Company’s General Counsel, (c) by a cashless exercise program in accordance with the terms of Regulation T that results in the receipt of cash by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds, or (d) by a combination of the foregoing. Your payment must include any applicable transfer taxes as determined by the Company’s Chief Financial Officer.

If you pay all or any part of the Option Price in shares of the Company’s Common Stock, then each of these shares will be valued at the last reported sale price of one share of the Company’s Common Stock, as reported on the New York Stock Exchange (or on the stock exchange on which the Company’s Common Stock is then listed or admitted to trading), on the last trading day before the date you deliver the shares to the Company (or, if no sale took place on that day, the most recent day on which a sale took place). If the Company’s Common Stock is not then reported on the New York Stock Exchange or listed or admitted to trading on any stock exchange, then the value will be the average of the bid and ask prices in the over-the-counter market on the last trading day before the date you deliver the shares to the Company, or, if the foregoing does not apply, a value determined by the Committee. “Delivery” for the purpose of paying part or all of the Option’s exercise price with shares of the Company’s Common Stock, in the sole discretion of the Company at the time you exercise your Option, may include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. However, you may not exercise your Option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

Whenever you exercise this Option, the Company will not be required to deliver to you certificates for the Option Shares involved, and you will have no rights as a stockholder of the Company with respect to the Option Shares involved, unless and until the exercise is properly completed and the Option Price for those shares is fully paid. The Company reserves the right not to deliver to you the certificate for any Option Shares at any time when, in the opinion of the Company’s General Counsel, the delivery would violate a foreign, federal, state, local or securities exchange law, rule or regulation.

4. LIMITS ON OPTION TRANSFERS. This Option may be exercised only by you, and may not be assigned or transferred by you, except that: (a) in the event of your death, or in the event of your disability within the meaning of Section 22(e)(3) of the Code (“disability”), your legal representative may have certain rights to exercise this Option as provided below, or (b) you may transfer this Option to “family members” (only as permitted under the terms of the Plan and which includes certain trusts and family partnerships created for the benefit of you or your family members), provided, that if you

transfer your Option as provided in this Section 4, all references to “you” in this Option will continue to refer to you individually, except with respect to the right to exercise this Option and receive the Option Shares.

5. TERMINATION OF EMPLOYMENT. If your employment by Company (or a Company parent or subsidiary corporation) is terminated, voluntarily or involuntarily, for any reason or no reason other than your death or disability, then this Option, to the extent not previously exercised by you, will terminate three months after the date of termination of your employment (but not later than the last day of the Option Period defined above). After the date of termination of your employment, you may exercise this Option only for the number of vested Option Shares which you had a right to purchase but had not purchased as of the date your employment terminated. If you are employed by a Company parent or subsidiary corporation, your employment will be considered to have terminated on the date your employer ceases to be a Company parent or subsidiary corporation, unless, on that date, you are transferred to the Company or another Company parent or subsidiary corporation. Your employment will not be considered to have terminated if you are transferred from the Company to a Company parent or subsidiary corporation, or vice versa, or from one Company parent or subsidiary corporation to another.

6. DEATH AND DISABILITY. If you die while employed by the Company (or a Company parent or subsidiary corporation), then, at any time within one year after the date of your death (but not later than the last day of the Option Period defined above), your heirs, executor, administrator or other legal representative may exercise this Option as to any vested Option Shares which you had a right to purchase but had not purchased as of the date of your death. If your employment by the Company (or a Company parent or subsidiary corporation) is terminated by reason of your disability, then at any time within one year after the date of termination of your employment (but not later than the last day of the Option Period defined above), you or your legal representative may exercise this Option as to any vested Option Shares which you had a right to purchase but had not purchased as of the date of termination on account of your disability. Before your executor, administrator or other legal representative will be permitted to exercise this Option, he or she must present proof of his or her authority satisfactory to the Company’s General Counsel.

7. VESTING OF OPTION SHARES. The Option Shares will vest and become exercisable in accordance with the following schedule:

PERIOD	PERCENTAGE OF OPTION SHARES VESTED
until one year after date of grant	0	%
beginning one year after date of grant	25	%
beginning two years after date of grant	50	%
beginning three years after date of grant	75	%
beginning four years after date of grant	100	%

8. ADJUSTMENTS TO OPTION SHARES AND OPTION PRICE. If there is any change in the capitalization of the Company as a result of a stock dividend, stock split, recapitalization, reorganization, or other event which the Committee determines requires an adjustment under this paragraph, then the number and type of the Option Shares and the amount of the Option Price will be adjusted appropriately, in a manner determined by the Committee.

9. FORFEITURE. The Committee may cancel any unexercised portion of this Option and the Company may avail itself of any or all of the other remedies described in this paragraph 9 at any time if the Company determines that you are not in compliance with any of the following conditions (unless you first received a specific written waiver from the Company):

a. You will not render services for any organization or engage directly or indirectly in any business which, in the judgment and sole determination of the Chief Executive Officer of the Company or other senior officer designated by the Committee, is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company. If your employment or other service with the Company has terminated, the judgment of the Chief Executive Officer or other designated officer will be based on your position and responsibilities while employed by the Company, your post-employment responsibilities and position with the other organization or business, the extent of past, current and potential competition or conflict between the Company and the other organization or business, the effect on the Company’s customers, suppliers, employees and competitors of your assuming the post-employment position and such other considerations as are deemed relevant given the applicable facts and circumstances.

b. You will not disclose to anyone outside the Company, or use other than in the Company’s business, any confidential or proprietary information or material relating to the business of the Company, acquired by you either during or after employment with the Company. You understand that the Company’s proprietary and confidential information includes, by way of example: (1) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (2) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (3) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (4) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (5) screen designs, report designs and other designs, concepts and visual expressions for software products; (6) employment and payroll records; (7) forecasts, budgets, acquisition models and other non-public financial information; and (8) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies.

c. You will promptly communicate to the Company, in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “works and ideas”) pertaining to the Company’s business, whether or not patentable or copyrightable, that are made, written, developed, or conceived by you, alone or with others, at any time (during or after business hours) while you are employed by the Company or during the three months after your employment terminates. You understand that all of those works and ideas will be the Company’s exclusive property, and you hereby assign and agree to assign all your right, title and interest in those works and ideas to the Company. You will sign all documents which the Company deems necessary to confirm its ownership of those works and ideas, and you will cooperate fully with the Company to allow the Company to take full advantage of those works and ideas, including the securing of patent and/or copyright protection and/or other similar rights in the United States and in foreign countries.

d. You will not solicit or contact at any time, directly or through others, for the purpose or with the effect of competing or interfering with or harming any part of the Company’s business: (1) any customer or acquisition target under contract with the Company at any time during the last two years of your employment with the Company; (2) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from the Company at any time during the last two years of your employment with the Company; (3) any affiliate of any such customer or prospect; (4) any of the individual contacts established by the Company or you or others at the Company during the period of your employment with the Company; or (5) any individual who is an employee or independent contractor of the Company at the time of the solicitation or contact or who has been an employee or independent contractor within three months before such solicitation or contact.

e. Upon exercise, payment or delivery pursuant to this Option, you will certify on a form acceptable to the Committee that you are in compliance with the terms and conditions of this Option and all other Agreement between you and the Company .

f. If, before or during the six months after any exercise, payment or delivery of shares pursuant to this Option, you fail to comply in any material respect with any of the provisions of this paragraph 9 or with any of the provisions of any other Agreement with or duty to the Company, then such exercise, payment or delivery shall be rescinded. The Company will notify you in writing of any such rescission within one year after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, you will remit or deliver to the Company (1) the amount of any gain realized upon the sale of any shares of the Company’s Common Stock acquired upon the exercise of this Option, (2) any consideration received upon the exchange of any shares of the Company’s Common Stock acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the time of the exchange) or (3) the number of shares of the Company’s Common Stock that you received in connection with the rescinded exercise.

g. In addition to all other rights and remedies that the Company may have, the Company will have the right to setoff, against any stock or proceeds due to you

pursuant to this Option, any amounts to which the Company is entitled as a result of your violation of this Option or any other agreement with or duty to the Company. Accordingly, you acknowledge that (1) the Company may delay your exercise of Option Shares or withhold delivery of Option Shares, (2) the Company may place the proceeds of any sale by you or other disposition of Option Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (3) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow, which risk is yours.

h. You acknowledge and agree that the calculation of damages from a breach of the provisions of this paragraph 9 or any other agreement with or duty to the Company would be difficult to calculate accurately and that the right to setoff or other remedy provided for herein is reasonable and not a penalty against you. You further agree not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Option Shares or proceeds or uses those Option Shares or proceeds as a setoff.

i. For purposes of this paragraph 9, “Company” includes all direct and indirect subsidiaries and any other controlled affiliates of SunGard Data Systems Inc.

10. TAX AND SECURITIES MATTERS. Your exercise of this Option, your purchase of Option Shares from the Company, and later transfers of Option Shares by you may have important consequences under tax and securities laws. The Company believes that it is in your best interests to consult with counsel or another qualified expert before taking any of these actions. If any of these actions causes you to recognize compensation income, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or a Company parent or subsidiary corporation, if any, which arise in connection with your Option. You may not exercise your Option unless the tax withholding obligations of the Company and/or any Company parent or subsidiary corporation are satisfied. Accordingly, you may not be able to exercise your Option when desired even though your Option is vested, and the Company will have no obligation to issue a certificate for or otherwise take action to issue such shares of Common Stock.

11. OTHER PROVISIONS.

a. This Option is not intended to be an “incentive stock option” as that term is used in Section 422 of the Code.

b. This Option is not an employment or service contract, and nothing in this Option will be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or a Company parent or subsidiary corporation, or of the Company or a Company parent or subsidiary corporation to continue your employment. In addition, nothing in your Option will obligate the

Company or a Company parent or subsidiary corporation, their respective stockholders, Boards of Directors, officers, or employees to continue any employment or service relationship which you might have with the Company or a Company parent or subsidiary corporation.

c. This Option will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Option to the substantive law of another jurisdiction. In any action relating to this Option, each of the parties irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in the Commonwealth of Pennsylvania.

d. This Option is subject to all provisions of the Plan, which are incorporated in this Option by reference. If any provision of this Option is inconsistent with any provision of the Plan, then the provisions of the Plan will govern. This Option represents the entire understanding between the Company and you with respect to the subject matter of this Option, and no amendment, modification or waiver of this Option will bind the Company unless in writing and signed by the Company’s Chief Executive Officer. If a court decides that any provision of this Option is not enforceable for any reason, then the rest of this Option will not be affected. If a court decides that any provision of this Option is not enforceable due to your state or country of residence or employment, then that provision will have no effect only while you are a resident of or employed in that state or country but will become enforceable again if you are employed or become a resident of a state or country which permits the enforceability of such a provisions. If a court decides that any provision of this Option is too broad, then the court may limit that provision and enforce it in accordance with the intent of the parties and governing law.

e. Any determination, opinion or other action of the Committee or of any officer of the Company as provided for or contemplated by this Option will be made or taken in the sole discretion of the Committee or the officer, and will not be subject to challenge in the absence of bad faith.

f. Nothing in this Option will limit or restrict in any manner any rights or remedies of the Company, which the Company has, whether by contract or by law, in addition to those rights and remedies set forth in this Option in the event that the Company determines that you have breached the provisions of paragraph 9. Such remedies will include, but not be limited to, injunctive relief.

g. If you or the Company commences legal action in order to enforce the provisions of this Option, then the court will award the prevailing party payment of all fees, costs and expenses incurred by the prevailing party in connection with such action. Such payments will be made by the other party.

h. No waiver of any breach or violation of this Option will be implied from the forbearance or failure of the Company to take any action available to the

Company, whether it is with respect to the particular breach or violation with respect to which the Company has not taken action or any separate breach or violation.

After you read this Option and the Plan Prospectus, please sign both copies of this Option and return one copy to the Company’s Vice President-Human Resources.

SUNGARD DATA SYSTEMS INC.
By:
	CRISTÓBAL CONDE
	President and Chief Executive Officer

I ACKNOWLEDGE THAT I HAVE RECEIVED A COPY OF THIS OPTION AND THE PLAN PROSPECTUS, AND THAT I HAVE READ AND UNDERSTOOD BOTH. I ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THIS OPTION.

DATE SIGNED:
	NAME

Management Rollover Option-UK Resident

Name:

Number of Units:

Price per Unit: $18.00

Date of Grant: August 11, 2005

SUNGARD 2005 MANAGEMENT INCENTIVE PLAN

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDINGS CORP., SOLAR CAPITAL CORP. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

MANAGEMENT NON-QUALIFIED ROLLOVER OPTION AGREEMENT

This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”) and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt.

1. Grant of Option. The Company and Lowerco (as applicable) grant to the Optionee as of August 11, 2005, an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Plan, that total number of Units, consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares as set forth in Schedule A (the “Shares”) at the aggregate price per Unit of $4.50.

The Option evidenced by this Agreement is intended to be a non-qualified option and is granted to the Optionee in an Employment capacity as an employee in substitution of an option (which option is hereby deemed cancelled) held by the Optionee in SunGard Data Systems, Inc. (“Old Option”), such substitution being in accordance with Treasury Regulation Section 1.424-1 and Internal Revenue Service Notice 2005-1 (the “Notice”) (Q & A 4(d)(ii)) and the material terms of such Old Option (which is attached hereto as Exhibit A) are deemed incorporated into this Option except with respect to the exercise price and the number of shares which have been adjusted (as permitted under the Notice) or as otherwise expressly provided herein, including any provisions that, upon the

Optionee’s engaging in certain conduct, allow the Company to cancel the Old Option and to recover gains realized in connection with the exercise thereof. Any determination as to whether this Option or related option gains are to be forfeited under such provisions shall continue to be made by an internal committee, which shall consist solely of three or more senior executives of the Company designated by the Board.

2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The terms “Business,” “Disability,” “Fair Market Value” and “Sale” shall have the same meaning as set forth in the Stockholders Agreement as of the date hereof and without regard to any subsequent amendment thereof. The following terms shall have the following meanings:

(a) “Family Member” means, with respect to Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which one or more of these persons (or Optionee) control the management of assets, or any other entity in which one or more of these persons (or Optionee) own more than fifty percent of the voting interests; and

(b) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the date of grant, as it may be adjusted as provided herein.

As used herein with respect to the Option, the term “vest” means to become exercisable in whole or in specified part.

3. Vesting of Option. The Option is fully vested.

4. Exercise of Option.

(a) In General. Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided under the Plan and the Stockholders Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Companies at their principal offices, accompanied by payment in full as provided in the Plan. The Optionee shall not exercise this Option as to Shares of a single class but must exercise this Option as to Units. The purchase price may be paid by delivery of cash or check acceptable to the Administrator or, if and to the extent permitted by the Code (including Section 409A thereof) and if such exercise would not adversely affect any of the Companies’ results of

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operations under Generally Accepted Accounting Principles, by means of withholding of Units subject to the Option with an aggregate Fair Market Value equal to (i) the aggregate exercise price and (ii) if commercially reasonable for the Company or Lowerco, as the case may be, to so permit (taking into account its cash position in light of any contractual or legal restrictions) minimum statutory withholding taxes with respect to such exercise, or by such other method provided under the Plan and explicitly approved by the Administrator. In the event that this Option is exercised by a person other than the Optionee, the Companies will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option.

(b) Time To Exercise. The latest date on which this Option may be exercised will be the same date as the final exercise date of the Old Option for which this Option has been substituted. If not exercised by such date, the Option will terminate.

5. Certain Calls and Puts. The Options granted hereunder and the related Shares are subject to the call and put rights contained in Section 6 of the Stockholders Agreement, except that such put rights shall be granted only if and to the extent permitted by the Code (including Section 409A thereof); provided, however, that the call rights contained in Section 6 of the Stockholders Agreement shall not apply in the event of (a) a termination resulting from Disability or death or (b) an involuntary termination of the Optionee’s Employment other than (i) for Cause or (ii) in connection with the Sale of a Business.

6. Share Restrictions, etc. Except as expressly provided herein, the Optionee’s rights hereunder and with respect to Shares received upon exercise are subject to the restrictions and other provisions contained in the Stockholders Agreement.

7. Redemptions and Repurchases. In the case of a substantially pro rata redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Optionee shall be entitled to receive any information reasonably requested regarding the composition of a Unit, reflecting all such reductions.

8. Legends, etc. Shares issued upon exercise shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

9. Transfer of Option. This Option may only be transferred by the laws of descent and distribution, to a legal representative in the event of the Optionee’s incapacity, or to a Family Member with the consent of the Compensation Committee of the Board, such consent not to be unreasonably withheld.

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10. Withholding. The exercise of the Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Companies in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Optionee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee and the Companies may so withhold as provided in Section 4(a) above.

11. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time. Optionee, in accepting this Option, represents and acknowledges that Optionee’s participation in the Plan is voluntary; that participation in the Plan is discretionary and does not form any part of Optionee’s contract of employment, if any, with the Company or any of its subsidiaries; and that Optionee has not been induced to participate in the Plan by any expectation of employment or continued employment with the Company or any of its subsidiaries. Optionee furthermore understands and acknowledges that the grant of this Stock Option is discretionary and a one-time occurrence, does not constitute any portion of Optionee’s regular remuneration and is not intended to be taken into account in calculating service-related benefits, and bears no guarantee or implication that any additional grant will be made in the future.

12. Personal Data. Optionee understands and acknowledges that in order to perform its obligations under the Plan, the Company and its subsidiaries may process personal data and/or sensitive personal data relating to Optionee. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data relating to Optionee, and information about Optionee’s participation in the Plan and the Shares acquired from time to time pursuant to the Plan. Optionee, in accepting this Option, gives his or her explicit and voluntary consent to the Company and its subsidiaries to process any such personal data and/or sensitive personal data. Optionee also hereby gives his or her explicit and voluntary consent to the Company and its subsidiaries to transfer any such personal data and/or sensitive personal data outside the country in which Optionee works or is employed. The legal persons for whom Optionee’s personal data are intended include the Company and any of its subsidiaries, any outside plan administrator or service provider selected by the Company or any of its subsidiaries from time to time, and any other person that the Administrator may find in its administration of the Plan to be appropriate. Optionee hereby acknowledges that he or she has been informed of his or her right of access and correction to his or her personal data by contacting his or her local human resources representative. Optionee understands that the transfer of the information described herein is important to the administration of the Plan and that failure to consent to the transmission of such information may limit or prohibit his or her participation in the Plan.

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13. National Insurance Contributions. By acceptance of this Option the Optionee agrees to indemnify the Company and its subsidiaries for any employer’s Class 1 national insurance contributions due on the exercise of the Option.

14. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware in the United States of America without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement as a “Manager” as defined therein.

[SIGNATURE PAGE FOLLOWS]

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Executed as of the              day of                         , 2005.

SunGard Capital Corp. and	SUNGARD CAPITAL CORP.
SunGard Capital Corp. II	SUNGARD CAPITAL CORP. II
	By:
Optionee
	Name:

Exhibit A

FORM OF

SUNGARD^® DATA SYSTEMS INC.

NON-QUALIFIED STOCK OPTION

TO:	Name	NUMBER OF SHARES:	number
	Address
	Address	PRICE PER SHARE:	$_______
DATE OF GRANT:	Date	SOCIAL SECURITY NUMBER:	number

In accordance with the              Equity Incentive Plan of SunGard Data Systems Inc. (the “Plan”), SunGard Data Systems Inc. (the “Company”) hereby grants to you an option to purchase              shares (the “Option Shares”) of the Company’s Common Stock, par value $.01 per share, at a price of $             per share (the “Option Price”). This Option is subject to the applicable provisions of the Plan (as the Plan may be amended from time to time) and to the following provisions.

1. OPTION PERIOD. The period during which this Option may be exercised (the “Option Period”) will begin on                         ,             (one year after the date of grant) and end on                         ,             (ten years after the date of grant), except that this Option may terminate earlier as provided below. During the Option Period, you may exercise this Option, one or more times, for any whole number of vested Option Shares (see vesting schedule in paragraph 7 below) which does not exceed the total number of Option Shares minus the number of Option Shares previously purchased by exercise of this Option.

Notwithstanding the foregoing, this Option will not be exercisable at any time when, in the opinion of the Company’s General Counsel, the exercisability or exercise of this Option, the offer to sell any Option Shares, or the sale or transfer of any Option Shares may violate any foreign, federal, state, local or securities exchange law, rule or regulation, or may cause the Company to issue or sell more shares of Common Stock than the Company is legally entitled to issue or sell.

2. OPTION PRICE. The Option Price is intended to equal at least 100% of the fair market value of one share of the Company’s Common Stock on the date of grant of this Option. The Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined the fair market value to be the last reported sale price of one share of the Company’s Common Stock, as reported on the New York Stock Exchange, on the date of grant of this Option.

3. OPTION EXERCISE. You may exercise this Option by giving written notice to the Company’s Vice President-Human Resources at the Company’s principal offices, accompanied by payment of the Option Price for the total whole number of

vested Option Shares you wish to purchase. Your notice must be given on the form supplied by the Company or by letter containing all of the information required on the Company’s form. Payment must be made (a) in cash, (b) by delivery of previously owned shares of Common Stock of the Company which you have held for the period required to avoid a charge to the Company’s reported earnings (generally six months) or that you did not acquire, directly or indirectly, from the Company, and that are owned free and clear of any liens, encumbrances, claims, or security interests, together with an assignment of those shares to the Company satisfactory to the Company’s General Counsel, (c) by a cashless exercise program in accordance with the terms of Regulation T that results in the receipt of cash by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds, or (d) by a combination of the foregoing. Your payment must include any applicable transfer taxes as determined by the Company’s Chief Financial Officer.

If you pay all or any part of the Option Price in shares of the Company’s Common Stock, then each of these shares will be valued at the last reported sale price of one share of the Company’s Common Stock, as reported on the New York Stock Exchange (or on the stock exchange on which the Company’s Common Stock is then listed or admitted to trading), on the last trading day before the date you deliver the shares to the Company (or, if no sale took place on that day, the most recent day on which a sale took place). If the Company’s Common Stock is not then reported on the New York Stock Exchange or listed or admitted to trading on any stock exchange, then the value will be the average of the bid and ask prices in the over-the-counter market on the last trading day before the date you deliver the shares to the Company, or, if the foregoing does not apply, a value determined by the Committee. “Delivery” for the purpose of paying part or all of the Option’s exercise price with shares of the Company’s Common Stock, in the sole discretion of the Company at the time you exercise your Option, may include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. However, you may not exercise your Option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

Whenever you exercise this Option, the Company will not be required to deliver to you certificates for the Option Shares involved, and you will have no rights as a stockholder of the Company with respect to the Option Shares involved, unless and until the exercise is properly completed and the Option Price for those shares is fully paid. The Company reserves the right not to deliver to you the certificate for any Option Shares at any time when, in the opinion of the Company’s General Counsel, the delivery would violate a foreign, federal, state, local or securities exchange law, rule or regulation.

4. LIMITS ON OPTION TRANSFERS. This Option may be exercised only by you, and may not be assigned or transferred by you, except that: (a) in the event of your death, or in the event of your disability within the meaning of Section 22(e)(3) of the Code (“disability”), your legal representative may have certain rights to exercise this Option as provided below, or (b) you may transfer this Option to “family members” (only as permitted under the terms of the Plan and which includes certain trusts and family partnerships created for the benefit of you or your family members), provided, that if you

transfer your Option as provided in this Section 4, all references to “you” in this Option will continue to refer to you individually, except with respect to the right to exercise this Option and receive the Option Shares.

5. TERMINATION OF EMPLOYMENT. If your employment by Company (or a Company parent or subsidiary corporation) is terminated, voluntarily or involuntarily, for any reason or no reason other than your death or disability, then this Option, to the extent not previously exercised by you, will terminate three months after the date of termination of your employment (but not later than the last day of the Option Period defined above). After the date of termination of your employment, you may exercise this Option only for the number of vested Option Shares which you had a right to purchase but had not purchased as of the date your employment terminated. If you are employed by a Company parent or subsidiary corporation, your employment will be considered to have terminated on the date your employer ceases to be a Company parent or subsidiary corporation, unless, on that date, you are transferred to the Company or another Company parent or subsidiary corporation. Your employment will not be considered to have terminated if you are transferred from the Company to a Company parent or subsidiary corporation, or vice versa, or from one Company parent or subsidiary corporation to another.

6. DEATH AND DISABILITY. If you die while employed by the Company (or a Company parent or subsidiary corporation), then, at any time within one year after the date of your death (but not later than the last day of the Option Period defined above), your heirs, executor, administrator or other legal representative may exercise this Option as to any vested Option Shares which you had a right to purchase but had not purchased as of the date of your death. If your employment by the Company (or a Company parent or subsidiary corporation) is terminated by reason of your disability, then at any time within one year after the date of termination of your employment (but not later than the last day of the Option Period defined above), you or your legal representative may exercise this Option as to any vested Option Shares which you had a right to purchase but had not purchased as of the date of termination on account of your disability. Before your executor, administrator or other legal representative will be permitted to exercise this Option, he or she must present proof of his or her authority satisfactory to the Company’s General Counsel.

7. VESTING OF OPTION SHARES. The Option Shares will vest and become exercisable in accordance with the following schedule:

PERIOD	PERCENTAGE OF OPTION SHARES VESTED
until one year after date of grant	0	%
beginning one year after date of grant	25	%
beginning two years after date of grant	50	%
beginning three years after date of grant	75	%
beginning four years after date of grant	100	%

8. ADJUSTMENTS TO OPTION SHARES AND OPTION PRICE. If there is any change in the capitalization of the Company as a result of a stock dividend, stock split, recapitalization, reorganization, or other event which the Committee determines requires an adjustment under this paragraph, then the number and type of the Option Shares and the amount of the Option Price will be adjusted appropriately, in a manner determined by the Committee.

9. FORFEITURE. The Committee may cancel any unexercised portion of this Option and the Company may avail itself of any or all of the other remedies described in this paragraph 9 at any time if the Company determines that you are not in compliance with any of the following conditions (unless you first received a specific written waiver from the Company):

a. You will not render services for any organization or engage directly or indirectly in any business which, in the judgment and sole determination of the Chief Executive Officer of the Company or other senior officer designated by the Committee, is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company. If your employment or other service with the Company has terminated, the judgment of the Chief Executive Officer or other designated officer will be based on your position and responsibilities while employed by the Company, your post-employment responsibilities and position with the other organization or business, the extent of past, current and potential competition or conflict between the Company and the other organization or business, the effect on the Company’s customers, suppliers, employees and competitors of your assuming the post-employment position and such other considerations as are deemed relevant given the applicable facts and circumstances.

b. You will not disclose to anyone outside the Company, or use other than in the Company’s business, any confidential or proprietary information or material relating to the business of the Company, acquired by you either during or after employment with the Company. You understand that the Company’s proprietary and confidential information includes, by way of example: (1) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (2) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (3) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (4) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (5) screen designs, report designs and other designs, concepts and visual expressions for software products; (6) employment and payroll records; (7) forecasts, budgets, acquisition models and other non-public financial information; and (8) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies.

c. You will promptly communicate to the Company, in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “works and ideas”) pertaining to the Company’s business, whether or not patentable or copyrightable, that are made, written, developed, or conceived by you, alone or with others, at any time (during or after business hours) while you are employed by the Company or during the three months after your employment terminates. You understand that all of those works and ideas will be the Company’s exclusive property, and you hereby assign and agree to assign all your right, title and interest in those works and ideas to the Company. You will sign all documents which the Company deems necessary to confirm its ownership of those works and ideas, and you will cooperate fully with the Company to allow the Company to take full advantage of those works and ideas, including the securing of patent and/or copyright protection and/or other similar rights in the United States and in foreign countries.

d. You will not solicit or contact at any time, directly or through others, for the purpose or with the effect of competing or interfering with or harming any part of the Company’s business: (1) any customer or acquisition target under contract with the Company at any time during the last two years of your employment with the Company; (2) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from the Company at any time during the last two years of your employment with the Company; (3) any affiliate of any such customer or prospect; (4) any of the individual contacts established by the Company or you or others at the Company during the period of your employment with the Company; or (5) any individual who is an employee or independent contractor of the Company at the time of the solicitation or contact or who has been an employee or independent contractor within three months before such solicitation or contact.

e. Upon exercise, payment or delivery pursuant to this Option, you will certify on a form acceptable to the Committee that you are in compliance with the terms and conditions of this Option and all other Agreement between you and the Company .

f. If, before or during the six months after any exercise, payment or delivery of shares pursuant to this Option, you fail to comply in any material respect with any of the provisions of this paragraph 9 or with any of the provisions of any other Agreement with or duty to the Company, then such exercise, payment or delivery shall be rescinded. The Company will notify you in writing of any such rescission within one year after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, you will remit or deliver to the Company (1) the amount of any gain realized upon the sale of any shares of the Company’s Common Stock acquired upon the exercise of this Option, (2) any consideration received upon the exchange of any shares of the Company’s Common Stock acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the time of the exchange) or (3) the number of shares of the Company’s Common Stock that you received in connection with the rescinded exercise.

g. In addition to all other rights and remedies that the Company may have, the Company will have the right to setoff, against any stock or proceeds due to you

pursuant to this Option, any amounts to which the Company is entitled as a result of your violation of this Option or any other agreement with or duty to the Company. Accordingly, you acknowledge that (1) the Company may delay your exercise of Option Shares or withhold delivery of Option Shares, (2) the Company may place the proceeds of any sale by you or other disposition of Option Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (3) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow, which risk is yours.

h. You acknowledge and agree that the calculation of damages from a breach of the provisions of this paragraph 9 or any other agreement with or duty to the Company would be difficult to calculate accurately and that the right to setoff or other remedy provided for herein is reasonable and not a penalty against you. You further agree not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Option Shares or proceeds or uses those Option Shares or proceeds as a setoff.

i. For purposes of this paragraph 9, “Company” includes all direct and indirect subsidiaries and any other controlled affiliates of SunGard Data Systems Inc.

10. TAX AND SECURITIES MATTERS. Your exercise of this Option, your purchase of Option Shares from the Company, and later transfers of Option Shares by you may have important consequences under tax and securities laws. The Company believes that it is in your best interests to consult with counsel or another qualified expert before taking any of these actions. If any of these actions causes you to recognize compensation income, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or a Company parent or subsidiary corporation, if any, which arise in connection with your Option. You may not exercise your Option unless the tax withholding obligations of the Company and/or any Company parent or subsidiary corporation are satisfied. Accordingly, you may not be able to exercise your Option when desired even though your Option is vested, and the Company will have no obligation to issue a certificate for or otherwise take action to issue such shares of Common Stock.

11. OTHER PROVISIONS.

a. This Option is not intended to be an “incentive stock option” as that term is used in Section 422 of the Code.

b. This Option is not an employment or service contract, and nothing in this Option will be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or a Company parent or subsidiary corporation, or of the Company or a Company parent or subsidiary corporation to continue your employment. In addition, nothing in your Option will obligate the

Company or a Company parent or subsidiary corporation, their respective stockholders, Boards of Directors, officers, or employees to continue any employment or service relationship which you might have with the Company or a Company parent or subsidiary corporation.

c. This Option will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Option to the substantive law of another jurisdiction. In any action relating to this Option, each of the parties irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in the Commonwealth of Pennsylvania.

d. This Option is subject to all provisions of the Plan, which are incorporated in this Option by reference. If any provision of this Option is inconsistent with any provision of the Plan, then the provisions of the Plan will govern. This Option represents the entire understanding between the Company and you with respect to the subject matter of this Option, and no amendment, modification or waiver of this Option will bind the Company unless in writing and signed by the Company’s Chief Executive Officer. If a court decides that any provision of this Option is not enforceable for any reason, then the rest of this Option will not be affected. If a court decides that any provision of this Option is not enforceable due to your state or country of residence or employment, then that provision will have no effect only while you are a resident of or employed in that state or country but will become enforceable again if you are employed or become a resident of a state or country which permits the enforceability of such a provisions. If a court decides that any provision of this Option is too broad, then the court may limit that provision and enforce it in accordance with the intent of the parties and governing law.

e. Any determination, opinion or other action of the Committee or of any officer of the Company as provided for or contemplated by this Option will be made or taken in the sole discretion of the Committee or the officer, and will not be subject to challenge in the absence of bad faith.

f. Nothing in this Option will limit or restrict in any manner any rights or remedies of the Company, which the Company has, whether by contract or by law, in addition to those rights and remedies set forth in this Option in the event that the Company determines that you have breached the provisions of paragraph 9. Such remedies will include, but not be limited to, injunctive relief.

g. If you or the Company commences legal action in order to enforce the provisions of this Option, then the court will award the prevailing party payment of all fees, costs and expenses incurred by the prevailing party in connection with such action. Such payments will be made by the other party.

h. No waiver of any breach or violation of this Option will be implied from the forbearance or failure of the Company to take any action available to the

Company, whether it is with respect to the particular breach or violation with respect to which the Company has not taken action or any separate breach or violation.

After you read this Option and the Plan Prospectus, please sign both copies of this Option and return one copy to the Company’s Vice President-Human Resources.

SUNGARD DATA SYSTEMS INC.
By:
	CRISTÓBAL CONDE
	President and Chief Executive Officer

I ACKNOWLEDGE THAT I HAVE RECEIVED A COPY OF THIS OPTION AND THE PLAN PROSPECTUS, AND THAT I HAVE READ AND UNDERSTOOD BOTH. I ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THIS OPTION.

DATE SIGNED:
	NAME

Management Rollover Option-Non-U.S. Resident

Name:

Number of Units:

Price per Unit:

Date of Grant:

SUNGARD 2005 MANAGEMENT INCENTIVE PLAN

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDINGS CORP., SOLAR CAPITAL CORP. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

MANAGEMENT NON-QUALIFIED ROLLOVER OPTION AGREEMENT

This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”) and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt.

1. Grant of Option. The Company and Lowerco (as applicable) grant to the Optionee as of August 11, 2005, an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Plan, that total number of Units, consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares as set forth in Schedule A (the “Shares”) at the aggregate price per Unit of $4.50.

The Option evidenced by this Agreement is intended to be a non-qualified option and is granted to the Optionee in an Employment capacity as an employee in substitution of an option (which option is hereby deemed cancelled) held by the Optionee in SunGard Data Systems, Inc. (“Old Option”), such substitution being in accordance with Treasury Regulation Section 1.424-1 and Internal Revenue Service Notice 2005-1 (the “Notice”) (Q & A 4(d)(ii)) and the material terms of such Old Option (which is attached hereto as Exhibit A) are deemed incorporated into this Option except with respect to the exercise price and the number of shares which have been adjusted (as permitted under the Notice) or as otherwise expressly provided herein, including any provisions that, upon the

Optionee’s engaging in certain conduct, allow the Company to cancel the Old Option and to recover gains realized in connection with the exercise thereof. Any determination as to whether this Option or related option gains are to be forfeited under such provisions shall continue to be made by an internal committee, which shall consist solely of three or more senior executives of the Company designated by the Board.

2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The terms “Business,” “Disability,” “Fair Market Value” and “Sale” shall have the same meaning as set forth in the Stockholders Agreement as of the date hereof and without regard to any subsequent amendment thereof. The following terms shall have the following meanings:

(a) “Family Member” means, with respect to Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which one or more of these persons (or Optionee) control the management of assets, or any other entity in which one or more of these persons (or Optionee) own more than fifty percent of the voting interests; and

(b) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the date of grant, as it may be adjusted as provided herein.

As used herein with respect to the Option, the term “vest” means to become exercisable in whole or in specified part.

3. Vesting of Option. The Option is fully vested.

4. Exercise of Option.

(a) In General. Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided under the Plan and the Stockholders Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Companies at their principal offices, accompanied by payment in full as provided in the Plan. The Optionee shall not exercise this Option as to Shares of a single class but must exercise this Option as to Units. The purchase price may be paid by delivery of cash or check acceptable to the Administrator or, if and to the extent permitted by the Code (including Section 409A thereof) and if such exercise would not adversely affect any of the Companies’ results of

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operations under Generally Accepted Accounting Principles, by means of withholding of Units subject to the Option with an aggregate Fair Market Value equal to (i) the aggregate exercise price and (ii) if commercially reasonable for the Company or Lowerco, as the case may be, to so permit (taking into account its cash position in light of any contractual or legal restrictions) minimum statutory withholding taxes with respect to such exercise, or by such other method provided under the Plan and explicitly approved by the Administrator. In the event that this Option is exercised by a person other than the Optionee, the Companies will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option.

(b) Time To Exercise. The latest date on which this Option may be exercised will be the same date as the final exercise date of the Old Option for which this Option has been substituted. If not exercised by such date, the Option will terminate.

5. Certain Calls and Puts. The Options granted hereunder and the related Shares are subject to the call and put rights contained in Section 6 of the Stockholders Agreement, except that such put rights shall be granted only if and to the extent permitted by the Code (including Section 409A thereof); provided, however, that the call rights contained in Section 6 of the Stockholders Agreement shall not apply in the event of (a) a termination resulting from Disability or death or (b) an involuntary termination of the Optionee’s Employment other than (i) for Cause or (ii) in connection with the Sale of a Business.

6. Share Restrictions, etc. Except as expressly provided herein, the Optionee’s rights hereunder and with respect to Shares received upon exercise are subject to the restrictions and other provisions contained in the Stockholders Agreement.

7. Redemptions and Repurchases. In the case of a substantially pro rata redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Optionee shall be entitled to receive any information reasonably requested regarding the composition of a Unit, reflecting all such reductions.

8. Legends, etc. Shares issued upon exercise shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

9. Transfer of Option. This Option may only be transferred by the laws of descent and distribution, to a legal representative in the event of the Optionee’s incapacity, or to a Family Member with the consent of the Compensation Committee of the Board, such consent not to be unreasonably withheld.

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10. Withholding. The exercise of the Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Companies in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Optionee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee and the Companies may so withhold as provided in Section 4(a) above.

11. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time. Optionee, in accepting this Option, represents and acknowledges that Optionee’s participation in the Plan is voluntary; that participation in the Plan is discretionary and does not form any part of Optionee’s contract of employment, if any, with the Company or any of its subsidiaries; and that Optionee has not been induced to participate in the Plan by any expectation of employment or continued employment with the Company or any of its subsidiaries. Optionee furthermore understands and acknowledges that the grant of this Stock Option is discretionary and a one-time occurrence, does not constitute any portion of Optionee’s regular remuneration and is not intended to be taken into account in calculating service-related benefits, and bears no guarantee or implication that any additional grant will be made in the future.

12. Personal Data. Optionee understands and acknowledges that in order to perform its obligations under the Plan, the Company and its subsidiaries may process personal data and/or sensitive personal data relating to Optionee. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data relating to Optionee, and information about Optionee’s participation in the Plan and the Shares acquired from time to time pursuant to the Plan. Optionee, in accepting this Option, gives his or her explicit and voluntary consent to the Company and its subsidiaries to process any such personal data and/or sensitive personal data. Optionee also hereby gives his or her explicit and voluntary consent to the Company and its subsidiaries to transfer any such personal data and/or sensitive personal data outside the country in which Optionee works or is employed. The legal persons for whom Optionee’s personal data are intended include the Company and any of its subsidiaries, any outside plan administrator or service provider selected by the Company or any of its subsidiaries from time to time, and any other person that the Administrator may find in its administration of the Plan to be appropriate. Optionee hereby acknowledges that he or she has been informed of his or her right of access and correction to his or her personal data by contacting his or her local human resources representative. Optionee understands that the transfer of the information described herein is important to the administration of the Plan and that failure to consent to the transmission of such information may limit or prohibit his or her participation in the Plan.

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13. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware in the United States of America without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement as a “Manager” as defined therein.

[SIGNATURE PAGE FOLLOWS]

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Executed as of the              day of                     , 2005.

SunGard Capital Corp. and	SUNGARD CAPITAL CORP.
SunGard Capital Corp. II	SUNGARD CAPITAL CORP. II
	By:
Optionee
	Name:

Exhibit A

FORM OF

SUNGARD^® DATA SYSTEMS INC.

NON-QUALIFIED STOCK OPTION

TO:	Name	NUMBER OF SHARES:	number
	Address
	Address	PRICE PER SHARE:	$
DATE OF GRANT:	Date	SOCIAL SECURITY NUMBER:	number

In accordance with the              Equity Incentive Plan of SunGard Data Systems Inc. (the “Plan”), SunGard Data Systems Inc. (the “Company”) hereby grants to you an option to purchase                      shares (the “Option Shares”) of the Company’s Common Stock, par value $.01 per share, at a price of $             per share (the “Option Price”). This Option is subject to the applicable provisions of the Plan (as the Plan may be amended from time to time) and to the following provisions.

1. OPTION PERIOD. The period during which this Option may be exercised (the “Option Period”) will begin on                     ,              (one year after the date of grant) and end on                     ,              (ten years after the date of grant), except that this Option may terminate earlier as provided below. During the Option Period, you may exercise this Option, one or more times, for any whole number of vested Option Shares (see vesting schedule in paragraph 7 below) which does not exceed the total number of Option Shares minus the number of Option Shares previously purchased by exercise of this Option.

Notwithstanding the foregoing, this Option will not be exercisable at any time when, in the opinion of the Company’s General Counsel, the exercisability or exercise of this Option, the offer to sell any Option Shares, or the sale or transfer of any Option Shares may violate any foreign, federal, state, local or securities exchange law, rule or regulation, or may cause the Company to issue or sell more shares of Common Stock than the Company is legally entitled to issue or sell.

2. OPTION PRICE. The Option Price is intended to equal at least 100% of the fair market value of one share of the Company’s Common Stock on the date of grant of this Option. The Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined the fair market value to be the last reported sale price of one share of the Company’s Common Stock, as reported on the New York Stock Exchange, on the date of grant of this Option.

3. OPTION EXERCISE. You may exercise this Option by giving written notice to the Company’s Vice President-Human Resources at the Company’s principal offices, accompanied by payment of the Option Price for the total whole number of

vested Option Shares you wish to purchase. Your notice must be given on the form supplied by the Company or by letter containing all of the information required on the Company’s form. Payment must be made (a) in cash, (b) by delivery of previously owned shares of Common Stock of the Company which you have held for the period required to avoid a charge to the Company’s reported earnings (generally six months) or that you did not acquire, directly or indirectly, from the Company, and that are owned free and clear of any liens, encumbrances, claims, or security interests, together with an assignment of those shares to the Company satisfactory to the Company’s General Counsel, (c) by a cashless exercise program in accordance with the terms of Regulation T that results in the receipt of cash by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds, or (d) by a combination of the foregoing. Your payment must include any applicable transfer taxes as determined by the Company’s Chief Financial Officer.

If you pay all or any part of the Option Price in shares of the Company’s Common Stock, then each of these shares will be valued at the last reported sale price of one share of the Company’s Common Stock, as reported on the New York Stock Exchange (or on the stock exchange on which the Company’s Common Stock is then listed or admitted to trading), on the last trading day before the date you deliver the shares to the Company (or, if no sale took place on that day, the most recent day on which a sale took place). If the Company’s Common Stock is not then reported on the New York Stock Exchange or listed or admitted to trading on any stock exchange, then the value will be the average of the bid and ask prices in the over-the-counter market on the last trading day before the date you deliver the shares to the Company, or, if the foregoing does not apply, a value determined by the Committee. “Delivery” for the purpose of paying part or all of the Option’s exercise price with shares of the Company’s Common Stock, in the sole discretion of the Company at the time you exercise your Option, may include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. However, you may not exercise your Option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

Whenever you exercise this Option, the Company will not be required to deliver to you certificates for the Option Shares involved, and you will have no rights as a stockholder of the Company with respect to the Option Shares involved, unless and until the exercise is properly completed and the Option Price for those shares is fully paid. The Company reserves the right not to deliver to you the certificate for any Option Shares at any time when, in the opinion of the Company’s General Counsel, the delivery would violate a foreign, federal, state, local or securities exchange law, rule or regulation.

4. LIMITS ON OPTION TRANSFERS. This Option may be exercised only by you, and may not be assigned or transferred by you, except that: (a) in the event of your death, or in the event of your disability within the meaning of Section 22(e)(3) of the Code (“disability”), your legal representative may have certain rights to exercise this Option as provided below, or (b) you may transfer this Option to “family members” (only as permitted under the terms of the Plan and which includes certain trusts and family partnerships created for the benefit of you or your family members), provided, that if you

transfer your Option as provided in this Section 4, all references to “you” in this Option will continue to refer to you individually, except with respect to the right to exercise this Option and receive the Option Shares.

5. TERMINATION OF EMPLOYMENT. If your employment by Company (or a Company parent or subsidiary corporation) is terminated, voluntarily or involuntarily, for any reason or no reason other than your death or disability, then this Option, to the extent not previously exercised by you, will terminate three months after the date of termination of your employment (but not later than the last day of the Option Period defined above). After the date of termination of your employment, you may exercise this Option only for the number of vested Option Shares which you had a right to purchase but had not purchased as of the date your employment terminated. If you are employed by a Company parent or subsidiary corporation, your employment will be considered to have terminated on the date your employer ceases to be a Company parent or subsidiary corporation, unless, on that date, you are transferred to the Company or another Company parent or subsidiary corporation. Your employment will not be considered to have terminated if you are transferred from the Company to a Company parent or subsidiary corporation, or vice versa, or from one Company parent or subsidiary corporation to another.

6. DEATH AND DISABILITY. If you die while employed by the Company (or a Company parent or subsidiary corporation), then, at any time within one year after the date of your death (but not later than the last day of the Option Period defined above), your heirs, executor, administrator or other legal representative may exercise this Option as to any vested Option Shares which you had a right to purchase but had not purchased as of the date of your death. If your employment by the Company (or a Company parent or subsidiary corporation) is terminated by reason of your disability, then at any time within one year after the date of termination of your employment (but not later than the last day of the Option Period defined above), you or your legal representative may exercise this Option as to any vested Option Shares which you had a right to purchase but had not purchased as of the date of termination on account of your disability. Before your executor, administrator or other legal representative will be permitted to exercise this Option, he or she must present proof of his or her authority satisfactory to the Company’s General Counsel.

7. VESTING OF OPTION SHARES. The Option Shares will vest and become exercisable in accordance with the following schedule:

PERIOD	PERCENTAGE OF OPTION SHARES VESTED
until one year after date of grant	0	%
beginning one year after date of grant	25	%
beginning two years after date of grant	50	%
beginning three years after date of grant	75	%
beginning four years after date of grant	100	%

8. ADJUSTMENTS TO OPTION SHARES AND OPTION PRICE. If there is any change in the capitalization of the Company as a result of a stock dividend, stock split, recapitalization, reorganization, or other event which the Committee determines requires an adjustment under this paragraph, then the number and type of the Option Shares and the amount of the Option Price will be adjusted appropriately, in a manner determined by the Committee.

9. FORFEITURE. The Committee may cancel any unexercised portion of this Option and the Company may avail itself of any or all of the other remedies described in this paragraph 9 at any time if the Company determines that you are not in compliance with any of the following conditions (unless you first received a specific written waiver from the Company):

a. You will not render services for any organization or engage directly or indirectly in any business which, in the judgment and sole determination of the Chief Executive Officer of the Company or other senior officer designated by the Committee, is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company. If your employment or other service with the Company has terminated, the judgment of the Chief Executive Officer or other designated officer will be based on your position and responsibilities while employed by the Company, your post-employment responsibilities and position with the other organization or business, the extent of past, current and potential competition or conflict between the Company and the other organization or business, the effect on the Company’s customers, suppliers, employees and competitors of your assuming the post-employment position and such other considerations as are deemed relevant given the applicable facts and circumstances.

b. You will not disclose to anyone outside the Company, or use other than in the Company’s business, any confidential or proprietary information or material relating to the business of the Company, acquired by you either during or after employment with the Company. You understand that the Company’s proprietary and confidential information includes, by way of example: (1) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (2) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (3) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (4) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (5) screen designs, report designs and other designs, concepts and visual expressions for software products; (6) employment and payroll records; (7) forecasts, budgets, acquisition models and other non-public financial information; and (8) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies.

c. You will promptly communicate to the Company, in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “works and ideas”) pertaining to the Company’s business, whether or not patentable or copyrightable, that are made, written, developed, or conceived by you, alone or with others, at any time (during or after business hours) while you are employed by the Company or during the three months after your employment terminates. You understand that all of those works and ideas will be the Company’s exclusive property, and you hereby assign and agree to assign all your right, title and interest in those works and ideas to the Company. You will sign all documents which the Company deems necessary to confirm its ownership of those works and ideas, and you will cooperate fully with the Company to allow the Company to take full advantage of those works and ideas, including the securing of patent and/or copyright protection and/or other similar rights in the United States and in foreign countries.

d. You will not solicit or contact at any time, directly or through others, for the purpose or with the effect of competing or interfering with or harming any part of the Company’s business: (1) any customer or acquisition target under contract with the Company at any time during the last two years of your employment with the Company; (2) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from the Company at any time during the last two years of your employment with the Company; (3) any affiliate of any such customer or prospect; (4) any of the individual contacts established by the Company or you or others at the Company during the period of your employment with the Company; or (5) any individual who is an employee or independent contractor of the Company at the time of the solicitation or contact or who has been an employee or independent contractor within three months before such solicitation or contact.

e. Upon exercise, payment or delivery pursuant to this Option, you will certify on a form acceptable to the Committee that you are in compliance with the terms and conditions of this Option and all other Agreement between you and the Company .

f. If, before or during the six months after any exercise, payment or delivery of shares pursuant to this Option, you fail to comply in any material respect with any of the provisions of this paragraph 9 or with any of the provisions of any other Agreement with or duty to the Company, then such exercise, payment or delivery shall be rescinded. The Company will notify you in writing of any such rescission within one year after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, you will remit or deliver to the Company (1) the amount of any gain realized upon the sale of any shares of the Company’s Common Stock acquired upon the exercise of this Option, (2) any consideration received upon the exchange of any shares of the Company’s Common Stock acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the time of the exchange) or (3) the number of shares of the Company’s Common Stock that you received in connection with the rescinded exercise.

g. In addition to all other rights and remedies that the Company may have, the Company will have the right to setoff, against any stock or proceeds due to you

pursuant to this Option, any amounts to which the Company is entitled as a result of your violation of this Option or any other agreement with or duty to the Company. Accordingly, you acknowledge that (1) the Company may delay your exercise of Option Shares or withhold delivery of Option Shares, (2) the Company may place the proceeds of any sale by you or other disposition of Option Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (3) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow, which risk is yours.

h. You acknowledge and agree that the calculation of damages from a breach of the provisions of this paragraph 9 or any other agreement with or duty to the Company would be difficult to calculate accurately and that the right to setoff or other remedy provided for herein is reasonable and not a penalty against you. You further agree not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Option Shares or proceeds or uses those Option Shares or proceeds as a setoff.

i. For purposes of this paragraph 9, “Company” includes all direct and indirect subsidiaries and any other controlled affiliates of SunGard Data Systems Inc.

10. TAX AND SECURITIES MATTERS. Your exercise of this Option, your purchase of Option Shares from the Company, and later transfers of Option Shares by you may have important consequences under tax and securities laws. The Company believes that it is in your best interests to consult with counsel or another qualified expert before taking any of these actions. If any of these actions causes you to recognize compensation income, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or a Company parent or subsidiary corporation, if any, which arise in connection with your Option. You may not exercise your Option unless the tax withholding obligations of the Company and/or any Company parent or subsidiary corporation are satisfied. Accordingly, you may not be able to exercise your Option when desired even though your Option is vested, and the Company will have no obligation to issue a certificate for or otherwise take action to issue such shares of Common Stock.

11. OTHER PROVISIONS.

a. This Option is not intended to be an “incentive stock option” as that term is used in Section 422 of the Code.

b. This Option is not an employment or service contract, and nothing in this Option will be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or a Company parent or subsidiary corporation, or of the Company or a Company parent or subsidiary corporation to continue your employment. In addition, nothing in your Option will obligate the

Company or a Company parent or subsidiary corporation, their respective stockholders, Boards of Directors, officers, or employees to continue any employment or service relationship which you might have with the Company or a Company parent or subsidiary corporation.

c. This Option will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Option to the substantive law of another jurisdiction. In any action relating to this Option, each of the parties irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in the Commonwealth of Pennsylvania.

d. This Option is subject to all provisions of the Plan, which are incorporated in this Option by reference. If any provision of this Option is inconsistent with any provision of the Plan, then the provisions of the Plan will govern. This Option represents the entire understanding between the Company and you with respect to the subject matter of this Option, and no amendment, modification or waiver of this Option will bind the Company unless in writing and signed by the Company’s Chief Executive Officer. If a court decides that any provision of this Option is not enforceable for any reason, then the rest of this Option will not be affected. If a court decides that any provision of this Option is not enforceable due to your state or country of residence or employment, then that provision will have no effect only while you are a resident of or employed in that state or country but will become enforceable again if you are employed or become a resident of a state or country which permits the enforceability of such a provisions. If a court decides that any provision of this Option is too broad, then the court may limit that provision and enforce it in accordance with the intent of the parties and governing law.

e. Any determination, opinion or other action of the Committee or of any officer of the Company as provided for or contemplated by this Option will be made or taken in the sole discretion of the Committee or the officer, and will not be subject to challenge in the absence of bad faith.

f. Nothing in this Option will limit or restrict in any manner any rights or remedies of the Company, which the Company has, whether by contract or by law, in addition to those rights and remedies set forth in this Option in the event that the Company determines that you have breached the provisions of paragraph 9. Such remedies will include, but not be limited to, injunctive relief.

g. If you or the Company commences legal action in order to enforce the provisions of this Option, then the court will award the prevailing party payment of all fees, costs and expenses incurred by the prevailing party in connection with such action. Such payments will be made by the other party.

h. No waiver of any breach or violation of this Option will be implied from the forbearance or failure of the Company to take any action available to the

Company, whether it is with respect to the particular breach or violation with respect to which the Company has not taken action or any separate breach or violation.

After you read this Option and the Plan Prospectus, please sign both copies of this Option and return one copy to the Company’s Vice President-Human Resources.

SUNGARD DATA SYSTEMS INC.
By:
	CRISTÓBAL CONDE
	President and Chief Executive Officer

I ACKNOWLEDGE THAT I HAVE RECEIVED A COPY OF THIS OPTION AND THE PLAN PROSPECTUS, AND THAT I HAVE READ AND UNDERSTOOD BOTH. I ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THIS OPTION.

DATE SIGNED:
	NAME

EX-10.31

Exhibit 10.31

Senior Management Time-Based Option

Name:

Number of Units:

Price per Unit: $18.00

Date of Grant: August 12, 2005

SUNGARD 2005 MANAGEMENT INCENTIVE PLAN

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDINGS CORP., SOLAR CAPITAL CORP. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

SENIOR MANAGEMENT NON-QUALIFIED TIME-BASED OPTION AGREEMENT

This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”) and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt and the Executive Employment Agreement, dated August 11, 2005, between the Optionee and SunGard Data Systems Inc. (the “Employment Agreement”). Any exercise of discretionary authority granted under the Plan shall be subject to the express terms of this Agreement, and the last sentence of Section 3 of the Plan shall not apply to determinations of the Administrator with respect to this Agreement or the provisions of the Plan as applied to this Agreement.

1. Grant of Option. The Company and Lowerco (as applicable) grant to the Optionee as of August 12, 2005, an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Plan, that total number of Units, consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares as set forth in Schedule A (the “Shares”) at the aggregate price per Unit of $18.00. The Option will vest and become exercisable in accordance with Section 3 below.

The Option evidenced by this Agreement is intended to be a non-qualified option and is granted to the Optionee in an Employment capacity as an employee.

2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The following terms shall have the same meaning as set forth in the Optionee’s Employment Agreement: “Board,” “Cause,” “Change of Control,” “Consulting Period,” “Date of Termination,” “Disability,” “Employer,” “Good Reason,” “Investors,” “Retained Business,” “Sale of a Business,” and “Sold Business.” The following terms shall have the following meanings:

(a) “Adjustment Event” means (i) a cash distribution with respect to Shares paid to all or substantially all holders of Shares, other than cash dividends in respect of Shares declared by the Board as part of a regular dividend payment practice or stated cash dividend policy of the Company following an IPO, or (ii) a substantially pro rata redemption or substantially pro rata repurchase (in each case, as applicable, by the Company, Lowerco or any of their subsidiaries) of all or part of any class of Shares;

(b) “Beneficiary” means, in the event of Optionee’s death, Optionee’s legal representative, executor, administrator or designated beneficiary, as applicable;

(c) “Call Option” means an option in favor of Company or Lowerco to purchase for cash at a specified price the Shares received by Optionee (or Optionee’s Beneficiary) upon any exercise of the Option with respect to one or more Units;

(d) “Closing” means August 11, 2005;

(e) “Extended Exercise Period” means the period ending on the later of (i) the 90^th day following (as applicable) the Optionee’s Date of Termination or the Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions (or the one year anniversary of the Optionee’s Date of Termination in the case of a termination resulting from Disability or death) and (ii) the earlier of (A) a Change of Control or (B) the 30^th day after an IPO (or, if Optionee is subject to an IPO lock-up, the 30^th day after the expiration of the lock-up); provided that in all cases the Extended Exercise Period shall end no later than the Final Exercise Date;

(f) “Fair Market Value” means, as of any date, as to any Share, the Board’s good faith determination of the fair market value of such Share as of the applicable reference date, taking into account the most recent annual valuation of the Company. The Company agrees to engage, no later than December 31, 2006, and at least annually thereafter, an independent third party appraiser to perform such valuation, and to update each such valuation on a quarterly basis. Upon the exercise of a Call Option pursuant to Section 5(a) or a Put Option, the Board will provide prompt written

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notice of its determination of the Fair Market Value of the applicable Shares (the “Board Notice”) to Optionee. Optionee shall have the right to contest the Fair Market Value thereof by notice to the Company within fifteen (15) business days of receipt of the Board Notice. If Optionee does so notify the Company of Optionee’s disagreement with the Fair Market Value set forth in the Board Notice within such time period, then the Company shall retain an independent third party appraiser reasonably acceptable to Optionee and to the Company to determine the fair market value of such Shares, and the determination of such independent appraiser shall govern. For this purpose, the appraiser last used by the Company in the ordinary course of business will be considered an independent appraiser. In the event that the Fair Market Value of the Shares as determined by such independent appraiser exceeds by the lesser of $200,000 or 10% the fair market value determined by the Board, then the Company shall bear the full cost of the appraisal. Otherwise, the Optionee (or the Optionee’s Beneficiary, as applicable) shall bear the full cost of the appraisal;

(g) “Family Member” means, with respect to Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which one or more of these persons (or Optionee) control the management of assets, or any other entity in which one or more of these persons (or Optionee) own more than fifty percent of the voting interests;

(h) “IPO” means the initial closing of a bona fide firm commitment underwritten public offering of equity shares of the Company, registered under the Securities Act of 1933, as amended, that results in such shares being traded on a liquid trading market;

(i) “Put Option” means the obligation of the Company or Lowerco, upon thirty (30) days notice from Optionee, to use commercially reasonable efforts to repurchase for cash the Shares acquired by Optionee (or Optionee’s Beneficiary) upon exercise of the Option with respect to one or more Units at the then Fair Market Value of such Shares; provided, however, that any Shares subject to the Put Option shall have been held by Optionee (or Optionee’s Beneficiary) for at least six months. If Company or Lowerco (as the case may be) is not able to repurchase the Shares subject to the Put Option in cash as a result of any contractual or legal restriction, Company or Lowerco (as the case may be) shall provide Optionee (or Optionee’s Beneficiary) with a promissory note that bears interest at the prime rate as published in The Wall Street Journal on the

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repurchase date plus 1% and will become payable over the three year period from the date of the note;

(j) “Registration Rights Agreement” means the Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005, by and among the Company, Lowerco, SunGard Holding Corp., Solar Capital Corp. and certain stockholders of the Company and Lowerco;

(k) “Restrictive Covenant” means any of the restrictive covenants set forth in Section 5 of Optionee’s Employment Agreement;

(l) “Retirement” means retirement within the meaning of Section 2.2(b) of Optionee’s Employment Agreement; and

(m) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the date of grant, as it may be adjusted as provided herein.

As used herein with respect to the Option, the term “vest” means to become exercisable in whole or in specified part.

3. Vesting of Option. The Option shall vest in accordance with Schedule A; provided, however, that:

(a) if the Optionee’s Employment terminates as a result of (i) termination of the Optionee by the Employer without Cause, (ii) resignation by the Optionee, or (iii) the Optionee’s Disability or death, then the Option shall immediately stop vesting;

(b) if the Optionee’s Employment terminates as a result of termination by the Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination;

(c) if the Optionee’s Employment terminates as a result of the Optionee’s Retirement, then the Option shall continue to vest for the duration of the Optionee’s Consulting Period;

(d) upon a Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions, the Option shall become fully vested; and

(e) in the event of a Change of Control, the Option shall become fully vested and exercisable immediately before the Change of Control.

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4. Exercise of Option.

(a) In General. The latest date on which this Option may be exercised is August 11, 2015, (the “Final Exercise Date”). Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided under the Plan and the Stockholders Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Companies at their principal offices, accompanied by payment in full as provided in the Plan. The Optionee shall not exercise this Option as to Shares of a single class but must exercise this Option as to Units. The purchase price may be paid by delivery of cash or check acceptable to the Administrator or, in case of an exercise on the Final Exercise Date or upon a Change of Control that terminates an Extended Exercise Period, or after termination of Employment as a result of resignation by the Optionee other than for either Good Reason or Retirement and prior to the fifth anniversary of the Closing or as a result of the Optionee’s Disability or death, if and to the extent permitted by the Code (including Section 409A thereof) and, if such exercise would not adversely affect any of the Companies’ results of operations under Generally Accepted Accounting Principles, by means of withholding of Units subject to the Option with an aggregate Fair Market Value equal to (i) the aggregate exercise price and (ii) if commercially reasonable for the Company or Lowerco, as the case may be, to so permit (taking into account its cash position in light of any contractual or legal restrictions) minimum statutory withholding taxes with respect to such exercise, or by such other method provided under the Plan and explicitly approved by the Administrator. In the event that this Option is exercised by a person other than the Optionee, the Companies will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option.

(b) Time To Exercise. The Option must be exercised no later than the Final Exercise Date, and if not exercised by such date, will thereupon terminate. The Option must also be exercised by the termination of the Optionee’s Employment, and if not exercised by such date, will thereupon terminate, except as provided below:

(i) upon termination of the Optionee’s Employment (i) by the Employer without Cause, (ii) by resignation by the Optionee for Good Reason, or (iii) as a result of a Disability or death, or upon the Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions, the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate;

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(ii) if the Optionee’s Employment terminates as a result of resignation by the Optionee other than for Good Reason and such Employment terminates (i) prior to the fifth anniversary of the Closing, then the Option will remain exercisable until the earlier of (a) the 90^th day after the Date of Termination or (b) the Final Exercise Date, and will thereupon terminate, or (ii) on or after the fifth anniversary of the Closing, then the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate; and

(iii) if the Optionee’s Employment terminates as a result of the Optionee’s Retirement, then the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate.

5. Certain Calls and Puts.

(a) Call on Resignation Without Good Reason. If the Optionee’s Employment terminates as a result of resignation by the Optionee other than for either Good Reason or Retirement, for the period ending one hundred eighty-one (181) days following the later of Optionee’s Date of Termination or the date on which this Option is exercised, each of the Company and Lowerco shall have a Call Option at the then Fair Market Value of such Shares, provided, however, that the Companies’ Call Options pursuant to this Section 5(a) shall cease to apply on the earlier of an IPO or the fifth anniversary of the Closing. For purposes of the preceding sentence, the term resignation does not include the departure of Optionee by reason of the Sale of a Business where Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions.

(b) Call on Termination For Cause. If the Optionee’s Employment is terminated by the Employer for Cause, for the period ending one hundred eighty-one (181) days following the later of Optionee’s Date of Termination or the date on which this Option is exercised, each of the Company and Lowerco shall have a Call Option at the lower of (i) the exercise price paid by Optionee for such Shares (less any distributions received with respect to such Shares under the SunGard Capital Corp. and SunGard Capital Corp. II Dividend Rights Plan or with respect to such Shares after the exercise of this Option), or (ii) the then Fair Market Value of such Shares, provided, however, that the Companies’ Call Options pursuant to this Section 5(b) shall cease to apply on an IPO.

(c) Put on Disability or Death. If the Optionee’s Employment terminates as a result of the Optionee’s Disability or death (and if and to the extent permitted by the Code (including Section 409A thereof)) the Optionee (or, the Optionee’s Beneficiary) shall have a Put Option at any time after Optionee’s Date of Termination, but prior to an IPO.

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(d) The Company or Lowerco may assign its rights under this Section 5 to any of their subsidiaries or to the Investors.

(e) The provisions of this Section 5 supersede Section 6 of the Stockholders Agreement with respect to the Options granted hereunder and the related Shares.

6. Share Restrictions, etc. Except as expressly provided herein, the Optionee’s rights hereunder and with respect to Shares received upon exercise are subject to the restrictions and other provisions contained in the Stockholders Agreement.

7. Distributions, Redemptions, etc. On the occurrence of an Adjustment Event, the per-Unit exercise price of this Option, whether vested or unvested, shall be reduced by an amount equal to the product of (a) the per-share amount paid in connection with the Adjustment Event and (b) the number of shares of the class of stock affected by the Adjustment Event that were included in each Unit immediately prior to the Adjustment Event; provided, however, that any such reduction shall be limited to that portion of such amount which would not cause the per-Unit exercise price of the Option to be reduced below 25% of the fair market value, as of the date the Option was granted, of the Shares that are included in each Unit immediately following the Adjustment Event. In the case of a redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Optionee shall be entitled to receive any information reasonably requested regarding the composition of a Unit and the allocation of the Option’s exercise price among the Shares included in a Unit, as adjusted in accordance with this Section 7.

8. Forfeiture. Upon exercise, payment or delivery pursuant to this Option, Optionee shall certify on a form acceptable to the Committee that Optionee is in compliance with the Restrictive Covenants and all other agreements between Optionee and the Company. If the Company determines that Optionee is not in compliance with one or more of the Restrictive Covenants, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may cancel any unexercised portion. The Company shall also have the following additional remedies:

(a) During the six months after any exercise, payment or delivery of shares pursuant to this Option, such exercise, payment or delivery may be rescinded at the Company’s option if Optionee fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or if Optionee breaches any duty to the Company. The Company shall notify Optionee in writing of any such rescission within one year after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, Optionee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares acquired upon the exercise of this Option, (ii)

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any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the time of the exchange) and (ii) the number of Shares received in connection with the rescinded exercise.

(b) The Company shall have the right to offset, against any Shares and any cash amounts due to Optionee under or by reason of Optionee’s holding this Option, any amounts to which the Company is entitled as a result of Optionee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or Optionee’s breach of any duty to the Company. Accordingly, Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow.

Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or of any duty to the Company would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

9. Legends, etc. Shares issued upon exercise shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

10. Transfer of Option. This Option may only be transferred by the laws of descent and distribution, to a legal representative in the event of the Optionee’s incapacity, or to no more than one Family Member; provided that transfers to additional Family Members may be made with the consent of the Compensation Committee of the Board, such consent not to be unreasonably withheld.

11. Withholding. The exercise of the Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Companies in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Optionee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee and the Companies may so withhold as provided in Section 4(a) above.

12. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in

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the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.

13. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement and the Registration Rights Agreement, in each case treating the undersigned as a “Manager” as defined therein.

[SIGNATURE PAGE FOLLOWS]

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Executed as of the          day of                      , 2005.

SunGard Capital Corp. and SunGard Capital Corp. II	SUNGARD CAPITAL CORP. SUNGARD CAPITAL CORP. II
	By:
Optionee
	Name:

Schedule A

Vesting Schedule

Option for 25% of the total number of Units is exercisable on or after August 11, 2006 (“Initial Vesting Date”); and

Option for the remaining 75% of the total number of Units is exercisable in equal monthly installments over the 48 months following the Initial Vesting Date starting with the first monthly anniversary of the Initial Vesting Date.

Senior Management Time-Based Option-California Resident

Name:

Number of Units:

Price per Unit: $18.00

Date of Grant: August 12, 2005

SUNGARD 2005 MANAGEMENT INCENTIVE PLAN

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDINGS CORP., SOLAR CAPITAL CORP. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

SENIOR MANAGEMENT NON-QUALIFIED TIME-BASED OPTION AGREEMENT

This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”) and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt and the Executive Employment Agreement, dated August 11, 2005, between the Optionee and SunGard Data Systems Inc. (the “Employment Agreement”). Any exercise of discretionary authority granted under the Plan shall be subject to the express terms of this Agreement, and the last sentence of Section 3 of the Plan shall not apply to determinations of the Administrator with respect to this Agreement or the provisions of the Plan as applied to this Agreement.

1. Grant of Option. The Company and Lowerco (as applicable) grant to the Optionee as of August 12, 2005, an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Plan, that total number of Units, consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares as set forth in Schedule A (the “Shares”) at the aggregate price per Unit of $18.00. The Option will vest and become exercisable in accordance with Section 3 below.

The Option evidenced by this Agreement is intended to be a non-qualified option and is granted to the Optionee in an Employment capacity as an employee.

2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The following terms shall have the same meaning as set forth in the Optionee’s Employment Agreement: “Board,” “Cause,” “Change of Control,” “Consulting Period,” “Date of Termination,” “Disability,” “Employer,” “Good Reason,” “Investors,” “Retained Business,” “Sale of a Business,” and “Sold Business.” The following terms shall have the following meanings:

(a) “Adjustment Event” means (i) a cash distribution with respect to Shares paid to all or substantially all holders of Shares, other than cash dividends in respect of Shares declared by the Board as part of a regular dividend payment practice or stated cash dividend policy of the Company following an IPO, or (ii) a substantially pro rata redemption or substantially pro rata repurchase (in each case, as applicable, by the Company, Lowerco or any of their subsidiaries) of all or part of any class of Shares;

(b) “Beneficiary” means, in the event of Optionee’s death, Optionee’s legal representative, executor, administrator or designated beneficiary, as applicable;

(c) “Call Option” means an option in favor of Company or Lowerco to purchase for cash at a specified price the Shares received by Optionee (or Optionee’s Beneficiary) upon any exercise of the Option with respect to one or more Units;

(d) “Closing” means August 11, 2005;

(e) “Extended Exercise Period” means the period ending on the later of (i) the 90^th day following (as applicable) the Optionee’s Date of Termination or the Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions (or the one year anniversary of the Optionee’s Date of Termination in the case of a termination resulting from Disability or death) and (ii) the earlier of (A) a Change of Control or (B) the 30^th day after an IPO (or, if Optionee is subject to an IPO lock-up, the 30^th day after the expiration of the lock-up); provided that in all cases the Extended Exercise Period shall end no later than the Final Exercise Date;

(f) “Fair Market Value” means, as of any date, as to any Share, the Board’s good faith determination of the fair market value of such Share as of the applicable reference date, taking into account the most recent annual valuation of the Company. The Company agrees to engage, no later than December 31, 2006, and at least annually thereafter, an independent third party appraiser to perform such valuation, and to update each such valuation on a quarterly basis. Upon the exercise of a Call Option pursuant to Section 5(a) or a Put Option, the Board will provide prompt written

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notice of its determination of the Fair Market Value of the applicable Shares (the “Board Notice”) to Optionee. Optionee shall have the right to contest the Fair Market Value thereof by notice to the Company within fifteen (15) business days of receipt of the Board Notice. If Optionee does so notify the Company of Optionee’s disagreement with the Fair Market Value set forth in the Board Notice within such time period, then the Company shall retain an independent third party appraiser reasonably acceptable to Optionee and to the Company to determine the fair market value of such Shares, and the determination of such independent appraiser shall govern. For this purpose, the appraiser last used by the Company in the ordinary course of business will be considered an independent appraiser. In the event that the Fair Market Value of the Shares as determined by such independent appraiser exceeds by the lesser of $200,000 or 10% the fair market value determined by the Board, then the Company shall bear the full cost of the appraisal. Otherwise, the Optionee (or the Optionee’s Beneficiary, as applicable) shall bear the full cost of the appraisal;

(g) “Family Member” means, with respect to Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which one or more of these persons (or Optionee) control the management of assets, or any other entity in which one or more of these persons (or Optionee) own more than fifty percent of the voting interests;

(h) “IPO” means the initial closing of a bona fide firm commitment underwritten public offering of equity shares of the Company, registered under the Securities Act of 1933, as amended, that results in such shares being traded on a liquid trading market;

(i) “Put Option” means the obligation of the Company or Lowerco, upon thirty (30) days notice from Optionee, to use commercially reasonable efforts to repurchase for cash the Shares acquired by Optionee (or Optionee’s Beneficiary) upon exercise of the Option with respect to one or more Units at the then Fair Market Value of such Shares; provided, however, that any Shares subject to the Put Option shall have been held by Optionee (or Optionee’s Beneficiary) for at least six months. If Company or Lowerco (as the case may be) is not able to repurchase the Shares subject to the Put Option in cash as a result of any contractual or legal restriction, Company or Lowerco (as the case may be) shall provide Optionee (or Optionee’s Beneficiary) with a promissory note that bears interest at the prime rate as published in The Wall Street Journal on the

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repurchase date plus 1% and will become payable over the three year period from the date of the note;

(j) “Registration Rights Agreement” means the Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005, by and among the Company, Lowerco, SunGard Holding Corp., Solar Capital Corp. and certain stockholders of the Company and Lowerco;

(k) “Restrictive Covenant” means any of the restrictive covenants set forth in Section 5 of Optionee’s Employment Agreement;

(l) “Retirement” means retirement within the meaning of Section 2.2(b) of Optionee’s Employment Agreement; and

(m) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the date of grant, as it may be adjusted as provided herein.

As used herein with respect to the Option, the term “vest” means to become exercisable in whole or in specified part.

3. Vesting of Option. The Option shall vest in accordance with Schedule A; provided, however, that:

(a) if the Optionee’s Employment terminates as a result of (i) termination of the Optionee by the Employer without Cause, (ii) resignation by the Optionee, or (iii) the Optionee’s Disability or death, then the Option shall immediately stop vesting;

(b) if the Optionee’s Employment terminates as a result of termination by the Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination;

(c) if the Optionee’s Employment terminates as a result of the Optionee’s Retirement, then the Option shall continue to vest for the duration of the Optionee’s Consulting Period;

(d) upon a Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions, the Option shall become fully vested; and

(e) in the event of a Change of Control, the Option shall become fully vested and exercisable immediately before the Change of Control.

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4. Exercise of Option.

(a) In General. The latest date on which this Option may be exercised is August 11, 2015, (the “Final Exercise Date”). Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided under the Plan and the Stockholders Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Companies at their principal offices, accompanied by payment in full as provided in the Plan. The Optionee shall not exercise this Option as to Shares of a single class but must exercise this Option as to Units. The purchase price may be paid by delivery of cash or check acceptable to the Administrator or, in case of an exercise on the Final Exercise Date or upon a Change of Control that terminates an Extended Exercise Period, or after termination of Employment as a result of resignation by the Optionee other than for either Good Reason or Retirement and prior to the fifth anniversary of the Closing or as a result of the Optionee’s Disability or death, if and to the extent permitted by the Code (including Section 409A thereof) and, if such exercise would not adversely affect any of the Companies’ results of operations under Generally Accepted Accounting Principles, by means of withholding of Units subject to the Option with an aggregate Fair Market Value equal to (i) the aggregate exercise price and (ii) if commercially reasonable for the Company or Lowerco, as the case may be, to so permit (taking into account its cash position in light of any contractual or legal restrictions) minimum statutory withholding taxes with respect to such exercise, or by such other method provided under the Plan and explicitly approved by the Administrator. In the event that this Option is exercised by a person other than the Optionee, the Companies will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option.

(b) Time To Exercise. The Option must be exercised no later than the Final Exercise Date, and if not exercised by such date, will thereupon terminate. The Option must also be exercised by the termination of the Optionee’s Employment, and if not exercised by such date, will thereupon terminate, except as provided below:

(i) upon termination of the Optionee’s Employment (i) by the Employer without Cause, (ii) by resignation by the Optionee for Good Reason, or (iii) as a result of a Disability or death, or upon the Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions, the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate;

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(ii) if the Optionee’s Employment terminates as a result of resignation by the Optionee other than for Good Reason and such Employment terminates (i) prior to the fifth anniversary of the Closing, then the Option will remain exercisable until the earlier of (a) the 90^th day after the Date of Termination or (b) the Final Exercise Date, and will thereupon terminate, or (ii) on or after the fifth anniversary of the Closing, then the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate; and

(iii) if the Optionee’s Employment terminates as a result of the Optionee’s Retirement, then the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate.

5. Certain Calls and Puts.

(a) Call on Resignation Without Good Reason. If the Optionee’s Employment terminates as a result of resignation by the Optionee other than for either Good Reason or Retirement, for the period ending one hundred eighty-one (181) days following the later of Optionee’s Date of Termination or the date on which this Option is exercised, each of the Company and Lowerco shall have a Call Option at the then Fair Market Value of such Shares, provided, however, that the Companies’ Call Options pursuant to this Section 5(a) shall cease to apply on the earlier of an IPO or the fifth anniversary of the Closing. For purposes of the preceding sentence, the term resignation does not include the departure of Optionee by reason of the Sale of a Business where Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions.

(b) Call on Termination For Cause. If the Optionee’s Employment is terminated by the Employer for Cause, for the period ending one hundred eighty-one (181) days following the later of Optionee’s Date of Termination or the date on which this Option is exercised, each of the Company and Lowerco shall have a Call Option at the lower of (i) the exercise price paid by Optionee for such Shares (less any distributions received with respect to such Shares under the SunGard Capital Corp. and SunGard Capital Corp. II Dividend Rights Plan or with respect to such Shares after the exercise of this Option), or (ii) the then Fair Market Value of such Shares, provided, however, that the Companies’ Call Options pursuant to this Section 5(b) shall cease to apply on an IPO.

(c) Put on Disability or Death. If the Optionee’s Employment terminates as a result of the Optionee’s Disability or death (and if and to the extent permitted by the Code (including Section 409A thereof)) the Optionee (or, the Optionee’s Beneficiary) shall have a Put Option at any time after Optionee’s Date of Termination, but prior to an IPO.

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(d) The Company or Lowerco may assign its rights under this Section 5 to any of their subsidiaries or to the Investors.

(e) The provisions of this Section 5 supersede Section 6 of the Stockholders Agreement with respect to the Options granted hereunder and the related Shares.

6. Share Restrictions, etc. Except as expressly provided herein, the Optionee’s rights hereunder and with respect to Shares received upon exercise are subject to the restrictions and other provisions contained in the Stockholders Agreement.

7. Distributions, Redemptions, etc. On the occurrence of an Adjustment Event, the per-Unit exercise price of this Option, whether vested or unvested, shall be reduced by an amount equal to the product of (a) the per-share amount paid in connection with the Adjustment Event and (b) the number of shares of the class of stock affected by the Adjustment Event that were included in each Unit immediately prior to the Adjustment Event; provided, however, that any such reduction shall be limited to that portion of such amount which would not cause the per-Unit exercise price of the Option to be reduced below 25% of the fair market value, as of the date the Option was granted, of the Shares that are included in each Unit immediately following the Adjustment Event. In the case of a redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Optionee shall be entitled to receive any information reasonably requested regarding the composition of a Unit and the allocation of the Option’s exercise price among the Shares included in a Unit, as adjusted in accordance with this Section 7.

8. Forfeiture. Upon exercise, payment or delivery pursuant to this Option, Optionee shall certify on a form acceptable to the Committee that Optionee is in compliance with the Restrictive Covenants and all other agreements between Optionee and the Company. If the Company determines that Optionee is not in compliance with one or more of the Restrictive Covenants, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may cancel any unexercised portion. The Company shall also have the following additional remedies:

(a) Any exercise, payment or delivery of shares pursuant to this Option may be rescinded at the Company’s option if Optionee fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or if Optionee breaches any duty to the Company. The Company shall notify Optionee in writing of any such rescission. Within ten days after receiving such a notice from the Company, Optionee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or the extent that

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such consideration was not received in the form of cash, the cash equivalent thereof valued of the time of the exchange) and (ii) the number of Shares received in connection with the rescinded exercise.

(b) The Company shall have the right to offset, against any Shares and any cash amounts due to Optionee under or by reason of Optionee’s holding this Option, any amounts to which the Company is entitled as a result of Optionee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or Optionee’s breach of any duty to the Company. Accordingly, Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow.

Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or of any duty to the Company would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

9. Legends, etc. Shares issued upon exercise shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

10. Transfer of Option. This Option may only be transferred by the laws of descent and distribution, to a legal representative in the event of the Optionee’s incapacity, or to no more than one Family Member; provided that transfers to additional Family Members may be made with the consent of the Compensation Committee of the Board, such consent not to be unreasonably withheld.

11. Withholding. The exercise of the Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Companies in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Optionee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee and the Companies may so withhold as provided in Section 4(a) above.

12. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline such Optionee at

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any time, or affect any right of such Optionee to terminate his or her Employment at any time.

13. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement and the Registration Rights Agreement, in each case treating the undersigned as a “Manager” as defined therein. By accepting this Option, Optionee also irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in Pennsylvania over any suit, action or proceeding arising out of or related to this Agreement, and waives any objection to the laying of venue of any such suit, action or proceeding in any such court.

[SIGNATURE PAGE FOLLOWS]

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Executed as of the              day of                         , 2005.

SunGard Capital Corp. and	SUNGARD CAPITAL CORP.
SunGard Capital Corp. II	SUNGARD CAPITAL CORP. II
	By:
Optionee
	Name:

Schedule A

Vesting Schedule

Option for 25% of the total number of Units is exercisable on or after August 11, 2006 (“Initial Vesting Date”); and

Option for the remaining 75% of the total number of Units is exercisable in equal monthly installments over the 48 months following the Initial Vesting Date starting with the first monthly anniversary of the Initial Vesting Date.

Senior Management Time-Based Option-UK Resident

Name:

Number of Units:

Price per Unit: $18.00

Date of Grant: August 12, 2005

SUNGARD 2005 MANAGEMENT INCENTIVE PLAN

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDINGS CORP., SOLAR CAPITAL CORP. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

SENIOR MANAGEMENT NON-QUALIFIED TIME-BASED OPTION AGREEMENT

This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”) and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt and the Executive Employment Agreement, dated August 11, 2005, between the Optionee and SunGard Data Systems Inc. (the “Employment Agreement”). Any exercise of discretionary authority granted under the Plan shall be subject to the express terms of this Agreement, and the last sentence of Section 3 of the Plan shall not apply to determinations of the Administrator with respect to this Agreement or the provisions of the Plan as applied to this Agreement.

1. Grant of Option. The Company and Lowerco (as applicable) grant to the Optionee as of August 12, 2005, an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Plan, that total number of Units, consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares as set forth in Schedule A (the “Shares”) at the aggregate price per Unit of $18.00. The Option will vest and become exercisable in accordance with Section 3 below.

The Option evidenced by this Agreement is intended to be a non-qualified option and is granted to the Optionee in an Employment capacity as an employee.

2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The following terms shall have the same meaning as set forth in the Optionee’s Employment Agreement: “Board,” “Cause,” “Change of Control,” “Consulting Period,” “Date of Termination,” “Disability,” “Employer,” “Good Reason,” “Investors,” “Retained Business,” “Sale of a Business,” and “Sold Business.” The following terms shall have the following meanings:

(a) “Adjustment Event” means (i) a cash distribution with respect to Shares paid to all or substantially all holders of Shares, other than cash dividends in respect of Shares declared by the Board as part of a regular dividend payment practice or stated cash dividend policy of the Company following an IPO, or (ii) a substantially pro rata redemption or substantially pro rata repurchase (in each case, as applicable, by the Company, Lowerco or any of their subsidiaries) of all or part of any class of Shares;

(b) “Beneficiary” means, in the event of Optionee’s death, Optionee’s legal representative, executor, administrator or designated beneficiary, as applicable;

(c) “Call Option” means an option in favor of Company or Lowerco to purchase for cash at a specified price the Shares received by Optionee (or Optionee’s Beneficiary) upon any exercise of the Option with respect to one or more Units;

(d) “Closing” means August 11, 2005;

(e) “Extended Exercise Period” means the period ending on the later of (i) the 90^th day following (as applicable) the Optionee’s Date of Termination or the Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions (or the one year anniversary of the Optionee’s Date of Termination in the case of a termination resulting from Disability or death) and (ii) the earlier of (A) a Change of Control or (B) the 30^th day after an IPO (or, if Optionee is subject to an IPO lock-up, the 30^th day after the expiration of the lock-up); provided that in all cases the Extended Exercise Period shall end no later than the Final Exercise Date;

(f) “Fair Market Value” means, as of any date, as to any Share, the Board’s good faith determination of the fair market value of such Share as of the applicable reference date, taking into account the most recent annual valuation of the Company. The Company agrees to engage, no later than December 31, 2006, and at least annually thereafter, an independent third party appraiser to perform such valuation, and to update each such valuation on a quarterly basis. Upon the exercise of a Call Option pursuant to Section 5(a) or a Put Option, the Board will provide prompt written

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notice of its determination of the Fair Market Value of the applicable Shares (the “Board Notice”) to Optionee. Optionee shall have the right to contest the Fair Market Value thereof by notice to the Company within fifteen (15) business days of receipt of the Board Notice. If Optionee does so notify the Company of Optionee’s disagreement with the Fair Market Value set forth in the Board Notice within such time period, then the Company shall retain an independent third party appraiser reasonably acceptable to Optionee and to the Company to determine the fair market value of such Shares, and the determination of such independent appraiser shall govern. For this purpose, the appraiser last used by the Company in the ordinary course of business will be considered an independent appraiser. In the event that the Fair Market Value of the Shares as determined by such independent appraiser exceeds by the lesser of $200,000 or 10% the fair market value determined by the Board, then the Company shall bear the full cost of the appraisal. Otherwise, the Optionee (or the Optionee’s Beneficiary, as applicable) shall bear the full cost of the appraisal;

(g) “Family Member” means, with respect to Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which one or more of these persons (or Optionee) control the management of assets, or any other entity in which one or more of these persons (or Optionee) own more than fifty percent of the voting interests;

(h) “IPO” means the initial closing of a bona fide firm commitment underwritten public offering of equity shares of the Company, registered under the Securities Act of 1933, as amended, that results in such shares being traded on a liquid trading market;

(i) “Put Option” means the obligation of the Company or Lowerco, upon thirty (30) days notice from Optionee, to use commercially reasonable efforts to repurchase for cash the Shares acquired by Optionee (or Optionee’s Beneficiary) upon exercise of the Option with respect to one or more Units at the then Fair Market Value of such Shares; provided, however, that any Shares subject to the Put Option shall have been held by Optionee (or Optionee’s Beneficiary) for at least six months. If Company or Lowerco (as the case may be) is not able to repurchase the Shares subject to the Put Option in cash as a result of any contractual or legal restriction, Company or Lowerco (as the case may be) shall provide Optionee (or Optionee’s Beneficiary) with a promissory note that bears interest at the prime rate as published in The Wall Street Journal on the

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repurchase date plus 1% and will become payable over the three year period from the date of the note;

(j) “Registration Rights Agreement” means the Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005, by and among the Company, Lowerco, SunGard Holding Corp., Solar Capital Corp. and certain stockholders of the Company and Lowerco;

(k) “Restrictive Covenant” means any of the restrictive covenants set forth in Section 5 of Optionee’s Employment Agreement;

(l) “Retirement” means retirement within the meaning of Section 2.2(b) of Optionee’s Employment Agreement; and

(m) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the date of grant, as it may be adjusted as provided herein.

As used herein with respect to the Option, the term “vest” means to become exercisable in whole or in specified part.

3. Vesting of Option. The Option shall vest in accordance with Schedule A; provided, however, that:

(a) if the Optionee’s Employment terminates as a result of (i) termination of the Optionee by the Employer without Cause, (ii) resignation by the Optionee, or (iii) the Optionee’s Disability or death, then the Option shall immediately stop vesting;

(b) if the Optionee’s Employment terminates as a result of termination by the Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination;

(c) if the Optionee’s Employment terminates as a result of the Optionee’s Retirement, then the Option shall continue to vest for the duration of the Optionee’s Consulting Period;

(d) upon a Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions, the Option shall become fully vested; and

(e) in the event of a Change of Control, the Option shall become fully vested and exercisable immediately before the Change of Control.

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4. Exercise of Option.

(a) In General. The latest date on which this Option may be exercised is August 11, 2015, (the “Final Exercise Date”). Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided under the Plan and the Stockholders Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Companies at their principal offices, accompanied by payment in full as provided in the Plan. The Optionee shall not exercise this Option as to Shares of a single class but must exercise this Option as to Units. The purchase price may be paid by delivery of cash or check acceptable to the Administrator or, in case of an exercise on the Final Exercise Date or upon a Change of Control that terminates an Extended Exercise Period, or after termination of Employment as a result of resignation by the Optionee other than for either Good Reason or Retirement and prior to the fifth anniversary of the Closing or as a result of the Optionee’s Disability or death, if and to the extent permitted by the Code (including Section 409A thereof) and, if such exercise would not adversely affect any of the Companies’ results of operations under Generally Accepted Accounting Principles, by means of withholding of Units subject to the Option with an aggregate Fair Market Value equal to (i) the aggregate exercise price and (ii) if commercially reasonable for the Company or Lowerco, as the case may be, to so permit (taking into account its cash position in light of any contractual or legal restrictions) minimum statutory withholding taxes with respect to such exercise, or by such other method provided under the Plan and explicitly approved by the Administrator. In the event that this Option is exercised by a person other than the Optionee, the Companies will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option.

(b) Time To Exercise. The Option must be exercised no later than the Final Exercise Date, and if not exercised by such date, will thereupon terminate. The Option must also be exercised by the termination of the Optionee’s Employment, and if not exercised by such date, will thereupon terminate, except as provided below:

(i) upon termination of the Optionee’s Employment (i) by the Employer without Cause, (ii) by resignation by the Optionee for Good Reason, or (iii) as a result of a Disability or death, or upon the Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions, the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate;

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(ii) if the Optionee’s Employment terminates as a result of resignation by the Optionee other than for Good Reason and such Employment terminates (i) prior to the fifth anniversary of the Closing, then the Option will remain exercisable until the earlier of (a) the 90^th day after the Date of Termination or (b) the Final Exercise Date, and will thereupon terminate, or (ii) on or after the fifth anniversary of the Closing, then the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate; and

(iii) if the Optionee’s Employment terminates as a result of the Optionee’s Retirement, then the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate.

5. Certain Calls and Puts.

(a) Call on Resignation Without Good Reason. If the Optionee’s Employment terminates as a result of resignation by the Optionee other than for either Good Reason or Retirement, for the period ending one hundred eighty-one (181) days following the later of Optionee’s Date of Termination or the date on which this Option is exercised, each of the Company and Lowerco shall have a Call Option at the then Fair Market Value of such Shares, provided, however, that the Companies’ Call Options pursuant to this Section 5(a) shall cease to apply on the earlier of an IPO or the fifth anniversary of the Closing. For purposes of the preceding sentence, the term resignation does not include the departure of Optionee by reason of the Sale of a Business where Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions.

(b) Call on Termination For Cause. If the Optionee’s Employment is terminated by the Employer for Cause, for the period ending one hundred eighty-one (181) days following the later of Optionee’s Date of Termination or the date on which this Option is exercised, each of the Company and Lowerco shall have a Call Option at the lower of (i) the exercise price paid by Optionee for such Shares (less any distributions received with respect to such Shares under the SunGard Capital Corp. and SunGard Capital Corp. II Dividend Rights Plan or with respect to such Shares after the exercise of this Option), or (ii) the then Fair Market Value of such Shares, provided, however, that the Companies’ Call Options pursuant to this Section 5(b) shall cease to apply on an IPO.

(c) Put on Disability or Death. If the Optionee’s Employment terminates as a result of the Optionee’s Disability or death (and if and to the extent permitted by the Code (including Section 409A thereof)) the Optionee (or, the Optionee’s Beneficiary) shall have a Put Option at any time after Optionee’s Date of Termination, but prior to an IPO.

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(d) The Company or Lowerco may assign its rights under this Section 5 to any of their subsidiaries or to the Investors.

(e) The provisions of this Section 5 supersede Section 6 of the Stockholders Agreement with respect to the Options granted hereunder and the related Shares.

6. Share Restrictions, etc. Except as expressly provided herein, the Optionee’s rights hereunder and with respect to Shares received upon exercise are subject to the restrictions and other provisions contained in the Stockholders Agreement.

7. Distributions, Redemptions, etc. On the occurrence of an Adjustment Event, the per-Unit exercise price of this Option, whether vested or unvested, shall be reduced by an amount equal to the product of (a) the per-share amount paid in connection with the Adjustment Event and (b) the number of shares of the class of stock affected by the Adjustment Event that were included in each Unit immediately prior to the Adjustment Event; provided, however, that any such reduction shall be limited to that portion of such amount which would not cause the per-Unit exercise price of the Option to be reduced below 25% of the fair market value, as of the date the Option was granted, of the Shares that are included in each Unit immediately following the Adjustment Event. In the case of a redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Optionee shall be entitled to receive any information reasonably requested regarding the composition of a Unit and the allocation of the Option’s exercise price among the Shares included in a Unit, as adjusted in accordance with this Section 7.

8. Forfeiture. Upon exercise, payment or delivery pursuant to this Option, Optionee shall certify on a form acceptable to the Committee that Optionee is in compliance with the Restrictive Covenants and all other agreements between Optionee and the Company. If the Company determines that Optionee is not in compliance with one or more of the Restrictive Covenants, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may cancel any unexercised portion. The Company shall also have the following additional remedies:

(a) Any exercise, payment or delivery of shares pursuant to this Option may be rescinded at the Company’s option if Optionee fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or if Optionee breaches any duty to the Company. The Company shall notify Optionee in writing of any such rescission. Within ten days after receiving such a notice from the Company, Optionee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or the extent that

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such consideration was not received in the form of cash, the cash equivalent thereof valued of the time of the exchange) and (ii) the number of Shares received in connection with the rescinded exercise.

(b) The Company shall have the right to offset, against any Shares and any cash amounts due to Optionee under or by reason of Optionee’s holding this Option, any amounts to which the Company is entitled as a result of Optionee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or Optionee’s breach of any duty to the Company. Accordingly, Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow.

Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or of any duty to the Company would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

9. Legends, etc. Shares issued upon exercise shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

10. Transfer of Option. This Option may only be transferred by the laws of descent and distribution, to a legal representative in the event of the Optionee’s incapacity, or to no more than one Family Member; provided that transfers to additional Family Members may be made with the consent of the Compensation Committee of the Board, such consent not to be unreasonably withheld.

11. Withholding. The exercise of the Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Companies in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Optionee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee and the Companies may so withhold as provided in Section 4(a) above.

12. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline such Optionee at

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any time, or affect any right of such Optionee to terminate his or her Employment at any time. Optionee, in accepting this Option, represents and acknowledges that Optionee’s participation in the Plan is voluntary; that participation in the Plan is discretionary; and that Optionee has not been induced to participate in the Plan by any expectation of employment or continued employment with the Company or any of its subsidiaries. Optionee furthermore understands and acknowledges that the grant of this Stock Option is discretionary, does not constitute any portion of Optionee’s regular remuneration and is not intended to be taken into account in calculating service-related benefits, and bears no guarantee or implication that any additional grant will be made in the future.

13. Personal Data. Optionee understands and acknowledges that in order to perform its obligations under the Plan, the Company and its subsidiaries may process personal data and/or sensitive personal data relating to Optionee. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data relating to Optionee, and information about Optionee’s participation in the Plan and the Shares acquired from time to time pursuant to the Plan. Optionee, in accepting this Option, gives his or her explicit and voluntary consent to the Company and its subsidiaries to process any such personal data and/or sensitive personal data. Optionee also hereby gives his or her explicit and voluntary consent to the Company and its subsidiaries to transfer any such personal data and/or sensitive personal data outside the country in which Optionee works or is employed. The legal persons for whom Optionee’s personal data are intended include the Company and any of its subsidiaries, any outside plan administrator or service provider selected by the Company or any of its subsidiaries from time to time, and any other person that the Administrator may find in its administration of the Plan to be appropriate. Optionee hereby acknowledges that he or she has been informed of his or her right of access and correction to his or her personal data by contacting his or her local human resources representative. Optionee understands that the transfer of the information described herein is important to the administration of the Plan and that failure to consent to the transmission of such information may limit or prohibit his or her participation in the Plan.

14. National Insurance Contributions. By acceptance of this Option the Optionee agrees to indemnify the Company and its subsidiaries for any employer’s Class 1 national insurance contributions due on the exercise of the Option.

15. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware in the United States of America without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement and the Registration Rights Agreement, in each case treating the undersigned as a “Manager” as defined therein. By accepting this Option, Optionee also irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in the Commonwealth of

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Pennsylvania in the United States of America over any suit, action or proceeding arising out of or related to this Agreement, and waives any objection to the laying of venue of any such suit, action or proceeding in any such court.

[SIGNATURE PAGE FOLLOWS]

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Executed as of the          day of                         , 2005.

SunGard Capital Corp. and	SUNGARD CAPITAL CORP.
SunGard Capital Corp. II	SUNGARD CAPITAL CORP. II
	By:
Optionee
	Name:

Schedule A

Vesting Schedule

Option for 25% of the total number of Units is exercisable on or after August 11, 2006 (“Initial Vesting Date”); and

Option for the remaining 75% of the total number of Units is exercisable in equal monthly installments over the 48 months following the Initial Vesting Date starting with the first monthly anniversary of the Initial Vesting Date.

Senior Management Time-Based Option-Other

Name:

Number of Units:

Price per Unit:

Date of Grant:

SUNGARD 2005 MANAGEMENT INCENTIVE PLAN

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDINGS CORP., SOLAR CAPITAL CORP. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

SENIOR MANAGEMENT NON-QUALIFIED TIME-BASED OPTION AGREEMENT

This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”) and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt and the Executive Employment Agreement, dated August 11, 2005, between the Optionee and SunGard Data Systems Inc. (the “Employment Agreement”). Any exercise of discretionary authority granted under the Plan shall be subject to the express terms of this Agreement, and the last sentence of Section 3 of the Plan shall not apply to determinations of the Administrator with respect to this Agreement or the provisions of the Plan as applied to this Agreement.

1. Grant of Option. The Company and Lowerco (as applicable) grant to the Optionee as of August 12, 2005, an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Plan, that total number of Units, consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares as set forth in Schedule A (the “Shares”) at the aggregate price per Unit of $18.00. The Option will vest and become exercisable in accordance with Section 3 below.

The Option evidenced by this Agreement is intended to be a non-qualified option and is granted to the Optionee in an Employment capacity as an employee.

2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The following terms shall have the same meaning as set forth in the Optionee’s Employment Agreement: “Board,” “Cause,” “Change of Control,” “Consulting Period,” “Date of Termination,” “Disability,” “Employer,” “Good Reason,” “Investors,” “Retained Business,” “Sale of a Business,” and “Sold Business.” The following terms shall have the following meanings:

(a) “Adjustment Event” means (i) a cash distribution with respect to Shares paid to all or substantially all holders of Shares, other than cash dividends in respect of Shares declared by the Board as part of a regular dividend payment practice or stated cash dividend policy of the Company following an IPO, or (ii) a substantially pro rata redemption or substantially pro rata repurchase (in each case, as applicable, by the Company, Lowerco or any of their subsidiaries) of all or part of any class of Shares;

(b) “Beneficiary” means, in the event of Optionee’s death, Optionee’s legal representative, executor, administrator or designated beneficiary, as applicable;

(c) “Call Option” means an option in favor of Company or Lowerco to purchase for cash at a specified price the Shares received by Optionee (or Optionee’s Beneficiary) upon any exercise of the Option with respect to one or more Units;

(d) “Closing” means August 11, 2005;

(e) “Extended Exercise Period” means the period ending on the later of (i) the 90^th day following (as applicable) the Optionee’s Date of Termination or the Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions (or the one year anniversary of the Optionee’s Date of Termination in the case of a termination resulting from Disability or death) and (ii) the earlier of (A) a Change of Control or (B) the 30^th day after an IPO (or, if Optionee is subject to an IPO lock-up, the 30^th day after the expiration of the lock-up); provided that in all cases the Extended Exercise Period shall end no later than the Final Exercise Date;

(f) “Fair Market Value” means, as of any date, as to any Share, the Board’s good faith determination of the fair market value of such Share as of the applicable reference date, taking into account the most recent annual valuation of the Company. The Company agrees to engage, no later than December 31, 2006, and at least annually thereafter, an independent third party appraiser to perform such valuation, and to update each such valuation on a quarterly basis. Upon the exercise of a Call Option pursuant to Section 5(a) or a Put Option, the Board will provide prompt written

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notice of its determination of the Fair Market Value of the applicable Shares (the “Board Notice”) to Optionee. Optionee shall have the right to contest the Fair Market Value thereof by notice to the Company within fifteen (15) business days of receipt of the Board Notice. If Optionee does so notify the Company of Optionee’s disagreement with the Fair Market Value set forth in the Board Notice within such time period, then the Company shall retain an independent third party appraiser reasonably acceptable to Optionee and to the Company to determine the fair market value of such Shares, and the determination of such independent appraiser shall govern. For this purpose, the appraiser last used by the Company in the ordinary course of business will be considered an independent appraiser. In the event that the Fair Market Value of the Shares as determined by such independent appraiser exceeds by the lesser of $200,000 or 10% the fair market value determined by the Board, then the Company shall bear the full cost of the appraisal. Otherwise, the Optionee (or the Optionee’s Beneficiary, as applicable) shall bear the full cost of the appraisal;

(g) “Family Member” means, with respect to Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which one or more of these persons (or Optionee) control the management of assets, or any other entity in which one or more of these persons (or Optionee) own more than fifty percent of the voting interests;

(h) “IPO” means the initial closing of a bona fide firm commitment underwritten public offering of equity shares of the Company, registered under the Securities Act of 1933, as amended, that results in such shares being traded on a liquid trading market;

(i) “Put Option” means the obligation of the Company or Lowerco, upon thirty (30) days notice from Optionee, to use commercially reasonable efforts to repurchase for cash the Shares acquired by Optionee (or Optionee’s Beneficiary) upon exercise of the Option with respect to one or more Units at the then Fair Market Value of such Shares; provided, however, that any Shares subject to the Put Option shall have been held by Optionee (or Optionee’s Beneficiary) for at least six months. If Company or Lowerco (as the case may be) is not able to repurchase the Shares subject to the Put Option in cash as a result of any contractual or legal restriction, Company or Lowerco (as the case may be) shall provide Optionee (or Optionee’s Beneficiary) with a promissory note that bears interest at the prime rate as published in The Wall Street Journal on the

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repurchase date plus 1% and will become payable over the three year period from the date of the note;

(j) “Registration Rights Agreement” means the Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005, by and among the Company, Lowerco, SunGard Holding Corp., Solar Capital Corp. and certain stockholders of the Company and Lowerco;

(k) “Restrictive Covenant” means any of the restrictive covenants set forth in Section 5 of Optionee’s Employment Agreement;

(l) “Retirement” means retirement within the meaning of Section 2.2(b) of Optionee’s Employment Agreement; and

(m) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the date of grant, as it may be adjusted as provided herein.

As used herein with respect to the Option, the term “vest” means to become exercisable in whole or in specified part.

3. Vesting of Option. The Option shall vest in accordance with Schedule A; provided, however, that:

(a) if the Optionee’s Employment terminates as a result of (i) termination of the Optionee by the Employer without Cause, (ii) resignation by the Optionee, or (iii) the Optionee’s Disability or death, then the Option shall immediately stop vesting;

(b) if the Optionee’s Employment terminates as a result of termination by the Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination;

(c) if the Optionee’s Employment terminates as a result of the Optionee’s Retirement, then the Option shall continue to vest for the duration of the Optionee’s Consulting Period;

(d) upon a Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions, the Option shall become fully vested; and

(e) in the event of a Change of Control, the Option shall become fully vested and exercisable immediately before the Change of Control.

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4. Exercise of Option.

(a) In General. The latest date on which this Option may be exercised is August 11, 2015, (the “Final Exercise Date”). Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided under the Plan and the Stockholders Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Companies at their principal offices, accompanied by payment in full as provided in the Plan. The Optionee shall not exercise this Option as to Shares of a single class but must exercise this Option as to Units. The purchase price may be paid by delivery of cash or check acceptable to the Administrator or, in case of an exercise on the Final Exercise Date or upon a Change of Control that terminates an Extended Exercise Period, or after termination of Employment as a result of resignation by the Optionee other than for either Good Reason or Retirement and prior to the fifth anniversary of the Closing or as a result of the Optionee’s Disability or death, if and to the extent permitted by the Code (including Section 409A thereof) and, if such exercise would not adversely affect any of the Companies’ results of operations under Generally Accepted Accounting Principles, by means of withholding of Units subject to the Option with an aggregate Fair Market Value equal to (i) the aggregate exercise price and (ii) if commercially reasonable for the Company or Lowerco, as the case may be, to so permit (taking into account its cash position in light of any contractual or legal restrictions) minimum statutory withholding taxes with respect to such exercise, or by such other method provided under the Plan and explicitly approved by the Administrator. In the event that this Option is exercised by a person other than the Optionee, the Companies will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option.

(b) Time To Exercise. The Option must be exercised no later than the Final Exercise Date, and if not exercised by such date, will thereupon terminate. The Option must also be exercised by the termination of the Optionee’s Employment, and if not exercised by such date, will thereupon terminate, except as provided below:

(i) upon termination of the Optionee’s Employment (i) by the Employer without Cause, (ii) by resignation by the Optionee for Good Reason, or (iii) as a result of a Disability or death, or upon the Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions, the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate;

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(ii) if the Optionee’s Employment terminates as a result of resignation by the Optionee other than for Good Reason and such Employment terminates (i) prior to the fifth anniversary of the Closing, then the Option will remain exercisable until the earlier of (a) the 90^th day after the Date of Termination or (b) the Final Exercise Date, and will thereupon terminate, or (ii) on or after the fifth anniversary of the Closing, then the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate; and

(iii) if the Optionee’s Employment terminates as a result of the Optionee’s Retirement, then the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate.

5. Certain Calls and Puts.

(a) Call on Resignation Without Good Reason. If the Optionee’s Employment terminates as a result of resignation by the Optionee other than for either Good Reason or Retirement, for the period ending one hundred eighty-one (181) days following the later of Optionee’s Date of Termination or the date on which this Option is exercised, each of the Company and Lowerco shall have a Call Option at the then Fair Market Value of such Shares, provided, however, that the Companies’ Call Options pursuant to this Section 5(a) shall cease to apply on the earlier of an IPO or the fifth anniversary of the Closing. For purposes of the preceding sentence, the term resignation does not include the departure of Optionee by reason of the Sale of a Business where Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions.

(b) Call on Termination For Cause. If the Optionee’s Employment is terminated by the Employer for Cause, for the period ending one hundred eighty-one (181) days following the later of Optionee’s Date of Termination or the date on which this Option is exercised, each of the Company and Lowerco shall have a Call Option at the lower of (i) the exercise price paid by Optionee for such Shares (less any distributions received with respect to such Shares under the SunGard Capital Corp. and SunGard Capital Corp. II Dividend Rights Plan or with respect to such Shares after the exercise of this Option), or (ii) the then Fair Market Value of such Shares, provided, however, that the Companies’ Call Options pursuant to this Section 5(b) shall cease to apply on an IPO.

(c) Put on Disability or Death. If the Optionee’s Employment terminates as a result of the Optionee’s Disability or death (and if and to the extent permitted by the Code (including Section 409A thereof)) the Optionee (or, the Optionee’s Beneficiary) shall have a Put Option at any time after Optionee’s Date of Termination, but prior to an IPO.

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(d) The Company or Lowerco may assign its rights under this Section 5 to any of their subsidiaries or to the Investors.

(e) The provisions of this Section 5 supersede Section 6 of the Stockholders Agreement with respect to the Options granted hereunder and the related Shares.

6. Share Restrictions, etc. Except as expressly provided herein, the Optionee’s rights hereunder and with respect to Shares received upon exercise are subject to the restrictions and other provisions contained in the Stockholders Agreement.

7. Distributions, Redemptions, etc. On the occurrence of an Adjustment Event, the per-Unit exercise price of this Option, whether vested or unvested, shall be reduced by an amount equal to the product of (a) the per-share amount paid in connection with the Adjustment Event and (b) the number of shares of the class of stock affected by the Adjustment Event that were included in each Unit immediately prior to the Adjustment Event; provided, however, that any such reduction shall be limited to that portion of such amount which would not cause the per-Unit exercise price of the Option to be reduced below 25% of the fair market value, as of the date the Option was granted, of the Shares that are included in each Unit immediately following the Adjustment Event. In the case of a redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Optionee shall be entitled to receive any information reasonably requested regarding the composition of a Unit and the allocation of the Option’s exercise price among the Shares included in a Unit, as adjusted in accordance with this Section 7.

8. Forfeiture. Upon exercise, payment or delivery pursuant to this Option, Optionee shall certify on a form acceptable to the Committee that Optionee is in compliance with the Restrictive Covenants and all other agreements between Optionee and the Company. If the Company determines that Optionee is not in compliance with one or more of the Restrictive Covenants, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may cancel any unexercised portion. The Company shall also have the following additional remedies:

(a) Any exercise, payment or delivery of shares pursuant to this Option may be rescinded at the Company’s option if Optionee fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or if Optionee breaches any duty to the Company. The Company shall notify Optionee in writing of any such rescission. Within ten days after receiving such a notice from the Company, Optionee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or the extent that

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such consideration was not received in the form of cash, the cash equivalent thereof valued of the time of the exchange) and (ii) the number of Shares received in connection with the rescinded exercise.

(b) The Company shall have the right to offset, against any Shares and any cash amounts due to Optionee under or by reason of Optionee’s holding this Option, any amounts to which the Company is entitled as a result of Optionee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or Optionee’s breach of any duty to the Company. Accordingly, Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow.

Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or of any duty to the Company would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

9. Legends, etc. Shares issued upon exercise shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

10. Transfer of Option. This Option may only be transferred by the laws of descent and distribution, to a legal representative in the event of the Optionee’s incapacity, or to no more than one Family Member; provided that transfers to additional Family Members may be made with the consent of the Compensation Committee of the Board, such consent not to be unreasonably withheld.

11. Withholding. The exercise of the Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Companies in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Optionee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee and the Companies may so withhold as provided in Section 4(a) above.

12. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline such Optionee at

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any time, or affect any right of such Optionee to terminate his or her Employment at any time. Optionee, in accepting this Option, represents and acknowledges that Optionee’s participation in the Plan is voluntary; that participation in the Plan is discretionary; and that Optionee has not been induced to participate in the Plan by any expectation of employment or continued employment with the Company or any of its subsidiaries. Optionee furthermore understands and acknowledges that the grant of this Stock Option is discretionary, does not constitute any portion of Optionee’s regular remuneration and is not intended to be taken into account in calculating service-related benefits, and bears no guarantee or implication that any additional grant will be made in the future.

13. Personal Data. Optionee understands and acknowledges that in order to perform its obligations under the Plan, the Company and its subsidiaries may process personal data and/or sensitive personal data relating to Optionee. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data relating to Optionee, and information about Optionee’s participation in the Plan and the Shares acquired from time to time pursuant to the Plan. Optionee, in accepting this Option, gives his or her explicit and voluntary consent to the Company and its subsidiaries to process any such personal data and/or sensitive personal data. Optionee also hereby gives his or her explicit and voluntary consent to the Company and its subsidiaries to transfer any such personal data and/or sensitive personal data outside the country in which Optionee works or is employed. The legal persons for whom Optionee’s personal data are intended include the Company and any of its subsidiaries, any outside plan administrator or service provider selected by the Company or any of its subsidiaries from time to time, and any other person that the Administrator may find in its administration of the Plan to be appropriate. Optionee hereby acknowledges that he or she has been informed of his or her right of access and correction to his or her personal data by contacting his or her local human resources representative. Optionee understands that the transfer of the information described herein is important to the administration of the Plan and that failure to consent to the transmission of such information may limit or prohibit his or her participation in the Plan.

14. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware in the United States of America without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement and the Registration Rights Agreement, in each case treating the undersigned as a “Manager” as defined therein. By accepting this Option, Optionee also irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in the Commonwealth of Pennsylvania in the United States of America over any suit, action or proceeding arising out of or related to this Agreement, and waives any objection to the laying of venue of any such suit, action or proceeding in any such court.

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Executed as of the          day of                     , 2005.

SunGard Capital Corp. and SunGard Capital Corp. II	SUNGARD CAPITAL CORP. SUNGARD CAPITAL CORP. II
	By:
Optionee
	Name:

Schedule A

Vesting Schedule

Option for 25% of the total number of Units is exercisable on or after August 11, 2006 (“Initial Vesting Date”); and

Option for the remaining 75% of the total number of Units is exercisable in equal monthly installments over the 48 months following the Initial Vesting Date starting with the first monthly anniversary of the Initial Vesting Date.

Management Time-Based Option

Name:

Number of Units:

Price per Unit: $18.00

Date of Grant: August 12, 2005

SUNGARD 2005 MANAGEMENT INCENTIVE PLAN

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDINGS CORP., SOLAR CAPITAL CORP. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

MANAGEMENT NON-QUALIFIED TIME-BASED OPTION AGREEMENT

This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”) and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt.

1. Grant of Option. The Company and Lowerco (as applicable) grant to the Optionee as of August 12, 2005, an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Plan, that total number of Units, consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares as set forth in Schedule A (the “Shares”) at the aggregate price per Unit of $18.00. The Option will vest and become exercisable in accordance with Section 3 below.

The Option evidenced by this Agreement is intended to be a non-qualified option and is granted to the Optionee in an Employment capacity as an employee.

2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The terms “Change of Control,” “Disability” and “Fair Market Value” shall have the same meaning as set forth in the Stockholders Agreement as of the date hereof and without regard to any subsequent amendment thereof. The following terms shall have the following meanings:

(a) “Adjustment Event” means (i) a cash distribution with respect to Shares paid to all or substantially all holders of Shares, other than cash dividends in respect of Shares declared by the Board as part of a regular dividend payment practice or stated cash dividend policy of the Company following an IPO, or (ii) a substantially pro rata redemption or substantially pro rata repurchase (in each case, as applicable, by the Company, Lowerco or any of their subsidiaries) of all or part of any class of Shares;

(b) “Business” means any one of the following business segments: Financial Systems, Availability Services, Higher Education Systems and Public Sector Systems;

(c) “Closing” means August 11, 2005;

(d) “Date of Termination” means the date that the termination of Optionee’s Employment with Employer is effective on account of Optionee’s death, Optionee’s Disability, termination by Employer for Cause or without Cause, or by Optionee, as the case may be; and “Year of Termination” means the fiscal year for the applicable performance period during which Optionee’s Date of Termination occurs;

(e) “Disability” means the Optionee is physically incapable, for a period of at least six months, of performing his duties and responsibilities as an employee of the Employer as determined by the Board in good faith;

(f) “Employer” means the Company or, as the case may be, its Affiliate with whom the Optionee has entered into an Employment relationship;

(g) “Family Member” means, with respect to Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which one or more of these persons (or Optionee) control the management of assets, or any other entity in which one or more of these persons (or Optionee) own more than fifty percent of the voting interests;

(h) “Investors” means investment funds advised by Silver Lake Partners, Bain Capital, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts, Providence Equity Partners and Texas Pacific Group that own capital stock of the Company;

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(i) “Restrictive Covenant” means any of the restrictive covenants set forth in Exhibit A, which is incorporated herein by reference;

(j) “Retained Business” means a Business that is not being sold in a Sale of a Business;

(k) “Sale of a Business” means the sale, exchange or other disposition or transfer of all or substantially all of the business or assets of one of the Businesses to a purchaser that is unrelated to the Company or any of the Investors, provided that a Sale of a Business shall not also constitute a Change of Control;

(l) “Sold Business” means a Business that is being sold in a Sale of a Business; and

(m) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the date of grant, as it may be adjusted as provided herein.

As used herein with respect to the Option, the term “vest” means to become exercisable in whole or in specified part.

3. Vesting of Option. The Option shall vest in accordance with Schedule A; provided, however, that:

(a) upon a Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions, or upon the Optionee’s Employment being terminated involuntarily within six months following a Change of Control other than for Cause, the Option shall become fully vested;

(b) if the Optionee’s Employment terminates without or prior to a Change of Control as a result of (i) termination of the Optionee by Employer without Cause, (ii) resignation by the Optionee or (iii) the Optionee’s Disability or death, then the Option shall immediately stop vesting; and

(c) if the Optionee’s Employment terminates as a result of termination by Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination.

4. Exercise of Option.

(a) In General. The latest date on which this Option may be exercised is August 11, 2015, (the “Final Exercise Date”). Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided

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under the Plan and the Stockholders Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Companies at their principal offices, accompanied by payment in full as provided in the Plan. The Optionee shall not exercise this Option as to Shares of a single class but must exercise this Option as to Units. The purchase price may be paid by delivery of cash or check acceptable to the Administrator or, in case of an exercise on the Final Exercise Date, or after a Sale of a Business where the Optionee is employed by a Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions or a termination of Employment without Cause or as a result of the Optionee’s Disability or death, if and to the extent permitted by the Code (including Section 409A thereof) and if such exercise would not adversely affect any of the Companies’ results of operations under Generally Accepted Accounting Principles, by means of withholding of Units subject to the Option with an aggregate Fair Market Value equal to (i) the aggregate exercise price and (ii) if commercially reasonable for the Company or Lowerco, as the case may be, to so permit (taking into account its cash position in light of any contractual or legal restrictions) minimum statutory withholding taxes with respect to such exercise, or by such other method provided under the Plan and explicitly approved by the Administrator. In the event that this Option is exercised by a person other than the Optionee, the Companies will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option.

(b) Time To Exercise. The Option must be exercised no later than the Final Exercise date, and if not exercised by such date, will thereupon terminate. The Option must also be exercised by the termination of the Optionee’s Employment and, if not exercised by such date, will thereupon terminate, provided that, upon termination of the Optionee’s Employment (i) by Employer without Cause, (ii) by resignation by the Optionee, or (iii) as a result of a Disability or death, the Option will remain exercisable until the earlier of the 90^th day after the Date of Termination (or the one-year anniversary thereof in the case of a termination resulting from Disability or death) or the Final Exercise Date, and will thereupon terminate.

5. Certain Calls and Puts. The Options granted hereunder and the related Shares are subject to the call and put rights contained in Section 6 of the Stockholders Agreement, except that such put rights shall be granted only if and to the extent permitted by the Code (including Section 409A thereof); provided, however, that the call rights contained in Section 6 of the Stockholders Agreement shall not apply in the event of a termination resulting from Disability or death.

6. Share Restrictions, etc. Except as expressly provided herein, the Optionee’s rights hereunder and with respect to Shares received upon exercise are subject to the restrictions and other provisions contained in the Stockholders Agreement.

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7. Distributions, Redemptions, etc. On the occurrence of an Adjustment Event, the per-Unit exercise price of this Option, whether vested or unvested, shall be reduced by an amount equal to the product of (a) the per-share amount paid in connection with the Adjustment Event and (b) the number of shares of the class of stock affected by the Adjustment Event that were included in each Unit immediately prior to the Adjustment Event; provided, however, that any such reduction shall be limited to that portion of such amount which would not cause the per-Unit exercise price of the Option to be reduced below 25% of the fair market value, as of the date the Option was granted, of the Shares that are included in each Unit immediately following the Adjustment Event. In the case of a redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Optionee shall be entitled to receive any information reasonably requested regarding the composition of a Unit and the allocation of the Option’s exercise price among the Shares included in a Unit, as adjusted in accordance with this Section 7.

8. Forfeiture. Upon exercise, payment or delivery pursuant to this Option, Optionee shall certify on a form acceptable to the Committee that Optionee is in compliance with the Restrictive Covenants and all other agreements between Optionee and the Company. If the Company determines that Optionee is not in compliance with one or more of the Restrictive Covenants, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may cancel any unexercised portion. The Company shall also have the following (and only the following) additional remedies:

(a) During the six months after any exercise, payment or delivery of shares pursuant to this Option, such exercise, payment or delivery may be rescinded at the Company’s Option if Optionee fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or if Optionee breaches any duty to the Company. The Company shall notify Optionee in writing of any such rescission within one year after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, Optionee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the time of the exchange) and (ii) the number of Shares received in connection with the rescinded exercise.

(b) The Company shall have the right to offset, against any Shares and any cash amounts due to Optionee under or by reason of Optionee’s holding this Option, any amounts to which the Company is entitled as a result of Optionee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or Optionee’s breach of any duty to

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the Company. Accordingly, Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow.

Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or of any duty to the Company would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

9. Legends, etc. Shares issued upon exercise shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

10. Transfer of Option. This Option may only be transferred by the laws of descent and distribution, to a legal representative in the event of the Optionee’s incapacity, or to a Family Member with the consent of the Compensation Committee of the Board, such consent not to be unreasonably withheld.

11. Withholding. The exercise of the Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Companies in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Optionee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee and the Companies may so withhold as provided in Section 4(a) above.

12. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.

13. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

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By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement as a “Manager” as defined therein.

Executed as of the              day of                     , 2005.

SunGard Capital Corp. and	SUNGARD CAPITAL CORP.
SunGard Capital Corp. II	SUNGARD CAPITAL CORP. II
	By:
Optionee
	Name:

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Schedule A

Vesting Schedule

Option for 25% of the total number of Units is exercisable on or after August 11, 2006 (“Initial Vesting Date”) ; and

Option for the remaining 75% of the total number of Units is exercisable in equal monthly installments over the 48 months following the Initial Vesting Date starting with the first monthly anniversary of the Initial Vesting Date.

Exhibit A

Restrictive Covenants

1. Optionee will not render services for any organization or engage directly or indirectly in any business which, in the judgment and sole determination of the Chief Executive Officer of the Company or another senior officer designated by the Committee, is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company. If Optionee’s employment or other service with the Company has terminated, the judgment of the Chief Executive Officer or other designated officer will be based on Optionee’s position and responsibilities while employed by the Company, Optionee’s post-employment responsibilities and position with the other organization or business, the extent of past, current and potential competition or conflict between the Company and the other organization or business, the effect on the Company’s customers, suppliers, employees and competitors of Optionee’s assuming the post-employment position and such other considerations as are deemed relevant given the applicable facts and circumstances.

2. Optionee will not disclose to anyone outside the Company, or use other than in the Company’s business, any confidential or proprietary information or material relating to the business of the Company, acquired by Optionee either during or after employment with the Company. Optionee understands that the Company’s proprietary and confidential information includes, by way of example: (a) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (b) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (c) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (d) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (e) screen designs, report designs and other designs, concepts and visual expressions for software products; (f) employment and payroll records; (g) forecasts, budgets, acquisition models and other non-public financial information; and (h) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies.

3. Optionee will promptly communicate to the Company, in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “works and ideas”) pertaining to the Company’s business, whether or not patentable or copyrightable, that are made, written, developed, or conceived by Optionee, alone or with others, at any time (during or after business hours) while Optionee is employed by the Company or during the three months after Optionee’s employment terminates. Optionee understands that all of those works and ideas will be the Company’s exclusive property, and by accepting this Option Optionee assigns and agrees to assign all Optionee’s right, title and interest in those works and ideas to the Company. Optionee will sign all documents which the Company deems necessary to confirm its ownership of those works

and ideas, and Optionee will cooperate fully with the Company to allow the Company to take full advantage of those works and ideas, including the securing of patent and/or copyright protection and/or other similar rights in the United States and in foreign countries.

4. Optionee will not solicit or contact at any time, directly or through others, for the purpose or with the effect of competing or interfering with or harming any part of the Company’s business: (a) any customer or acquisition target under contract with the Company at any time during the last two years of Optionee’s employment with the Company; (b) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from the Company at any time during the last two years of Optionee’s employment with the Company; (c) any affiliate of any such customer or prospect; (d) any of the individual contacts established by the Company or Optionee or others at the Company during the period of Optionee’s employment with the Company; or (e) any individual who is an employee or independent contractor of the Company at the time of the solicitation or contact or who has been an employee or independent contractor within three months before such solicitation or contact.

Management Time-Based Option-UK Resident

Name:

Number of Units:

Price per Unit: $18.00

Date of Grant: August 12, 2005

SUNGARD 2005 MANAGEMENT INCENTIVE PLAN

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDINGS CORP., SOLAR CAPITAL CORP. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

MANAGEMENT NON-QUALIFIED TIME-BASED OPTION AGREEMENT

This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”) and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt.

1. Grant of Option. The Company and Lowerco (as applicable) grant to the Optionee as of August 12, 2005, an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Plan, that total number of Units, consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares as set forth in Schedule A (the “Shares”) at the aggregate price per Unit of $18.00. The Option will vest and become exercisable in accordance with Section 3 below.

The Option evidenced by this Agreement is intended to be a non-qualified option and is granted to the Optionee in an Employment capacity as an employee.

2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The terms “Change of Control,” “Disability” and “Fair Market Value” shall have the same meaning as set forth in the Stockholders Agreement as of the date hereof and without regard to any subsequent amendment thereof. The following terms shall have the following meanings:

(a) “Adjustment Event” means (i) a cash distribution with respect to Shares paid to all or substantially all holders of Shares, other than cash dividends in respect of Shares declared by the Board as part of a regular dividend payment practice or stated cash dividend policy of the Company following an IPO, or (ii) a substantially pro rata redemption or substantially pro rata repurchase (in each case, as applicable, by the Company, Lowerco or any of their subsidiaries) of all or part of any class of Shares;

(b) “Business” means any one of the following business segments: Financial Systems, Availability Services, Higher Education Systems and Public Sector Systems;

(c) “Closing” means August 11, 2005;

(d) “Date of Termination” means the date that the termination of Optionee’s Employment with Employer is effective on account of Optionee’s death, Optionee’s Disability, termination by Employer for Cause or without Cause, or by Optionee, as the case may be; and “Year of Termination” means the fiscal year for the applicable performance period during which Optionee’s Date of Termination occurs;

(e) “Disability” means the Optionee is physically incapable, for a period of at least six months, of performing his duties and responsibilities as an employee of the Employer as determined by the Board in good faith;

(f) “Employer” means the Company or, as the case may be, its Affiliate with whom the Optionee has entered into an Employment relationship;

(g) “Family Member” means, with respect to Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which one or more of these persons (or Optionee) control the management of assets, or any other entity in which one or more of these persons (or Optionee) own more than fifty percent of the voting interests;

(h) “Investors” means investment funds advised by Silver Lake Partners, Bain Capital, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts, Providence Equity Partners and Texas Pacific Group that own capital stock of the Company;

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(i) “Restrictive Covenant” means any of the restrictive covenants set forth in Exhibit A, which is incorporated herein by reference;

(j) “Retained Business” means a Business that is not being sold in a Sale of a Business;

(k) “Sale of a Business” means the sale, exchange or other disposition or transfer of all or substantially all of the business or assets of one of the Businesses to a purchaser that is unrelated to the Company or any of the Investors, provided that a Sale of a Business shall not also constitute a Change of Control;

(l) “Sold Business” means a Business that is being sold in a Sale of a Business; and

(m) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the date of grant, as it may be adjusted as provided herein.

As used herein with respect to the Option, the term “vest” means to become exercisable in whole or in specified part.

3. Vesting of Option. The Option shall vest in accordance with Schedule A; provided, however, that:

(a) upon a Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions, or upon the Optionee’s Employment being terminated involuntarily within six months following a Change of Control other than for Cause, the Option shall become fully vested;

(b) if the Optionee’s Employment terminates without or prior to a Change of Control as a result of (i) termination of the Optionee by Employer without Cause, (ii) resignation by the Optionee or (iii) the Optionee’s Disability or death, then the Option shall immediately stop vesting; and

(c) if the Optionee’s Employment terminates as a result of termination by Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination.

4. Exercise of Option.

(a) In General. The latest date on which this Option may be exercised is August 11, 2015, (the “Final Exercise Date”). Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided

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under the Plan and the Stockholders Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Companies at their principal offices, accompanied by payment in full as provided in the Plan. The Optionee shall not exercise this Option as to Shares of a single class but must exercise this Option as to Units. The purchase price may be paid by delivery of cash or check acceptable to the Administrator or, in case of an exercise on the Final Exercise Date, or after a Sale of a Business where the Optionee is employed by a Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions or a termination of Employment without Cause or as a result of the Optionee’s Disability or death, if and to the extent permitted by the Code (including Section 409A thereof) and if such exercise would not adversely affect any of the Companies’ results of operations under Generally Accepted Accounting Principles, by means of withholding of Units subject to the Option with an aggregate Fair Market Value equal to (i) the aggregate exercise price and (ii) if commercially reasonable for the Company or Lowerco, as the case may be, to so permit (taking into account its cash position in light of any contractual or legal restrictions) minimum statutory withholding taxes with respect to such exercise, or by such other method provided under the Plan and explicitly approved by the Administrator. In the event that this Option is exercised by a person other than the Optionee, the Companies will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option.

(b) Time To Exercise. The Option must be exercised no later than the Final Exercise date, and if not exercised by such date, will thereupon terminate. The Option must also be exercised by the termination of the Optionee’s Employment and, if not exercised by such date, will thereupon terminate, provided that, upon termination of the Optionee’s Employment (i) by Employer without Cause, (ii) by resignation by the Optionee, or (iii) as a result of a Disability or death, the Option will remain exercisable until the earlier of the 90^th day after the Date of Termination (or the one-year anniversary thereof in the case of a termination resulting from Disability or death) or the Final Exercise Date, and will thereupon terminate.

5. Certain Calls and Puts. The Options granted hereunder and the related Shares are subject to the call and put rights contained in Section 6 of the Stockholders Agreement, except that such put rights shall be granted only if and to the extent permitted by the Code (including Section 409A thereof); provided, however, that the call rights contained in Section 6 of the Stockholders Agreement shall not apply in the event of a termination resulting from Disability or death.

6. Share Restrictions, etc. Except as expressly provided herein, the Optionee’s rights hereunder and with respect to Shares received upon exercise are subject to the restrictions and other provisions contained in the Stockholders Agreement.

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7. Distributions, Redemptions, etc. On the occurrence of an Adjustment Event, the per-Unit exercise price of this Option, whether vested or unvested, shall be reduced by an amount equal to the product of (a) the per-share amount paid in connection with the Adjustment Event and (b) the number of shares of the class of stock affected by the Adjustment Event that were included in each Unit immediately prior to the Adjustment Event; provided, however, that any such reduction shall be limited to that portion of such amount which would not cause the per-Unit exercise price of the Option to be reduced below 25% of the fair market value, as of the date the Option was granted, of the Shares that are included in each Unit immediately following the Adjustment Event. In the case of a redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Optionee shall be entitled to receive any information reasonably requested regarding the composition of a Unit and the allocation of the Option’s exercise price among the Shares included in a Unit, as adjusted in accordance with this Section 7.

8. Forfeiture. Upon exercise, payment or delivery pursuant to this Option, Optionee shall certify on a form acceptable to the Committee that Optionee is in compliance with the Restrictive Covenants and all other agreements between Optionee and the Company. If the Company determines that Optionee is not in compliance with one or more of the Restrictive Covenants, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may cancel any unexercised portion. The Company shall also have the following (and only the following) additional remedies:

(a) During the six months after any exercise, payment or delivery of shares pursuant to this Option, such exercise, payment or delivery may be rescinded at the Company’s Option if Optionee fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or if Optionee breaches any duty to the Company. The Company shall notify Optionee in writing of any such rescission within one year after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, Optionee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the time of the exchange) and (ii) the number of Shares received in connection with the rescinded exercise.

(b) The Company shall have the right to offset, against any Shares and any cash amounts due to Optionee under or by reason of Optionee’s holding this Option, any amounts to which the Company is entitled as a result of Optionee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or Optionee’s breach of any duty to

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the Company. Accordingly, Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow.

Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or of any duty to the Company would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

9. Legends, etc. Shares issued upon exercise shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

10. Transfer of Option. This Option may only be transferred by the laws of descent and distribution, to a legal representative in the event of the Optionee’s incapacity, or to a Family Member with the consent of the Compensation Committee of the Board, such consent not to be unreasonably withheld.

11. Withholding. The exercise of the Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Companies in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Optionee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee and the Companies may so withhold as provided in Section 4(a) above.

12. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time. Optionee, in accepting this Option, represents and acknowledges that Optionee’s participation in the Plan is voluntary; that participation in the Plan is discretionary and does not form any part of Optionee’s contract of employment, if any, with the Company or any of its subsidiaries; and that Optionee has not been induced to participate in the Plan by any expectation of employment or continued employment with the Company or any of its subsidiaries. Optionee furthermore understands and acknowledges that the grant of this Stock Option is discretionary and a one-time occurrence, does not constitute any portion of Optionee’s regular remuneration and is not intended to be taken into

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account in calculating service-related benefits, and bears no guarantee or implication that any additional grant will be made in the future.

13. Personal Data. Optionee understands and acknowledges that in order to perform its obligations under the Plan, the Company and its subsidiaries may process personal data and/or sensitive personal data relating to Optionee. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data relating to Optionee, and information about Optionee’s participation in the Plan and the Shares acquired from time to time pursuant to the Plan. Optionee, in accepting this Option, gives his or her explicit and voluntary consent to the Company and its subsidiaries to process any such personal data and/or sensitive personal data. Optionee also hereby gives his or her explicit and voluntary consent to the Company and its subsidiaries to transfer any such personal data and/or sensitive personal data outside the country in which Optionee works or is employed. The legal persons for whom Optionee’s personal data are intended include the Company and any of its subsidiaries, any outside plan administrator or service provider selected by the Company or any of its subsidiaries from time to time, and any other person that the Administrator may find in its administration of the Plan to be appropriate. Optionee hereby acknowledges that he or she has been informed of his or her right of access and correction to his or her personal data by contacting his or her local human resources representative. Optionee understands that the transfer of the information described herein is important to the administration of the Plan and that failure to consent to the transmission of such information may limit or prohibit his or her participation in the Plan.

14. National Insurance Contributions. By acceptance of this Option the Optionee agrees to indemnify the Company and its subsidiaries for any employer’s Class 1 national insurance contributions due on the exercise of the Option.

15. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware in the United States of America without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement as a “Manager” as defined therein.

[SIGNATURE PAGE FOLLOWS]

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Executed as of the          day of                     , 2005.

SunGard Capital Corp. and SunGard Capital Corp. II	SUNGARD CAPITAL CORP. SUNGARD CAPITAL CORP. II
	By:
Optionee
	Name:

Schedule A

Vesting Schedule

Option for 25% of the total number of Units is exercisable on or after August 11, 2006 (“Initial Vesting Date”) ; and

Option for the remaining 75% of the total number of Units is exercisable in equal monthly installments over the 48 months following the Initial Vesting Date starting with the first monthly anniversary of the Initial Vesting Date.

Exhibit A

Restrictive Covenants

1. Optionee will not render services for any organization or engage directly or indirectly in any business which, in the judgment and sole determination of the Chief Executive Officer of the Company or another senior officer designated by the Committee, is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company. If Optionee’s employment or other service with the Company has terminated, the judgment of the Chief Executive Officer or other designated officer will be based on Optionee’s position and responsibilities while employed by the Company, Optionee’s post-employment responsibilities and position with the other organization or business, the extent of past, current and potential competition or conflict between the Company and the other organization or business, the effect on the Company’s customers, suppliers, employees and competitors of Optionee’s assuming the post-employment position and such other considerations as are deemed relevant given the applicable facts and circumstances.

2. Optionee will not disclose to anyone outside the Company, or use other than in the Company’s business, any confidential or proprietary information or material relating to the business of the Company, acquired by Optionee either during or after employment with the Company. Optionee understands that the Company’s proprietary and confidential information includes, by way of example: (a) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (b) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (c) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (d) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (e) screen designs, report designs and other designs, concepts and visual expressions for software products; (f) employment and payroll records; (g) forecasts, budgets, acquisition models and other non-public financial information; and (h) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies.

3. Optionee will promptly communicate to the Company, in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “works and ideas”) pertaining to the Company’s business, whether or not patentable or copyrightable, that are made, written, developed, or conceived by Optionee, alone or with others, at any time (during or after business hours) while Optionee is employed by the Company or during the three months after Optionee’s employment terminates. Optionee understands that all of those works and ideas will be the Company’s exclusive property, and by accepting this Option Optionee assigns and agrees to assign all Optionee’s right, title and interest in those works and ideas to the Company. Optionee will sign all documents which the Company deems necessary to confirm its ownership of those works

and ideas, and Optionee will cooperate fully with the Company to allow the Company to take full advantage of those works and ideas, including the securing of patent and/or copyright protection and/or other similar rights in the United States and in foreign countries.

4. Optionee will not solicit or contact at any time, directly or through others, for the purpose or with the effect of competing or interfering with or harming any part of the Company’s business: (a) any customer or acquisition target under contract with the Company at any time during the last two years of Optionee’s employment with the Company; (b) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from the Company at any time during the last two years of Optionee’s employment with the Company; (c) any affiliate of any such customer or prospect; (d) any of the individual contacts established by the Company or Optionee or others at the Company during the period of Optionee’s employment with the Company; or (e) any individual who is an employee or independent contractor of the Company at the time of the solicitation or contact or who has been an employee or independent contractor within three months before such solicitation or contact.

Management Time-Based Option-Non U.S. Resident

Name:

Number of Units:

Price per Unit: $18.00

Date of Grant: August 12, 2005

SUNGARD 2005 MANAGEMENT INCENTIVE PLAN

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDINGS CORP., SOLAR CAPITAL CORP. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

MANAGEMENT NON-QUALIFIED TIME-BASED OPTION AGREEMENT

This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”) and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt.

1. Grant of Option. The Company and Lowerco (as applicable) grant to the Optionee as of August 12, 2005, an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Plan, that total number of Units, consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares as set forth in Schedule A (the “Shares”) at the aggregate price per Unit of $18.00. The Option will vest and become exercisable in accordance with Section 3 below.

The Option evidenced by this Agreement is intended to be a non-qualified option and is granted to the Optionee in an Employment capacity as an employee.

2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The terms “Change of Control,” “Disability” and “Fair Market Value” shall have the same meaning as set forth in the Stockholders Agreement as of the date hereof and without regard to any subsequent amendment thereof. The following terms shall have the following meanings:

(a) “Adjustment Event” means (i) a cash distribution with respect to Shares paid to all or substantially all holders of Shares, other than cash dividends in respect of Shares declared by the Board as part of a regular dividend payment practice or stated cash dividend policy of the Company following an IPO, or (ii) a substantially pro rata redemption or substantially pro rata repurchase (in each case, as applicable, by the Company, Lowerco or any of their subsidiaries) of all or part of any class of Shares;

(b) “Business” means any one of the following business segments: Financial Systems, Availability Services, Higher Education Systems and Public Sector Systems;

(c) “Closing” means August 11, 2005;

(d) “Date of Termination” means the date that the termination of Optionee’s Employment with Employer is effective on account of Optionee’s death, Optionee’s Disability, termination by Employer for Cause or without Cause, or by Optionee, as the case may be; and “Year of Termination” means the fiscal year for the applicable performance period during which Optionee’s Date of Termination occurs;

(e) “Disability” means the Optionee is physically incapable, for a period of at least six months, of performing his duties and responsibilities as an employee of the Employer as determined by the Board in good faith;

(f) “Employer” means the Company or, as the case may be, its Affiliate with whom the Optionee has entered into an Employment relationship;

(g) “Family Member” means, with respect to Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which one or more of these persons (or Optionee) control the management of assets, or any other entity in which one or more of these persons (or Optionee) own more than fifty percent of the voting interests;

(h) “Investors” means investment funds advised by Silver Lake Partners, Bain Capital, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts, Providence Equity Partners and Texas Pacific Group that own capital stock of the Company;

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(i) “Restrictive Covenant” means any of the restrictive covenants set forth in Exhibit A, which is incorporated herein by reference;

(j) “Retained Business” means a Business that is not being sold in a Sale of a Business;

(k) “Sale of a Business” means the sale, exchange or other disposition or transfer of all or substantially all of the business or assets of one of the Businesses to a purchaser that is unrelated to the Company or any of the Investors, provided that a Sale of a Business shall not also constitute a Change of Control;

(l) “Sold Business” means a Business that is being sold in a Sale of a Business; and

(m) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the date of grant, as it may be adjusted as provided herein.

As used herein with respect to the Option, the term “vest” means to become exercisable in whole or in specified part.

3. Vesting of Option. The Option shall vest in accordance with Schedule A; provided, however, that:

(a) upon a Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions, or upon the Optionee’s Employment being terminated involuntarily within six months following a Change of Control other than for Cause, the Option shall become fully vested;

(b) if the Optionee’s Employment terminates without or prior to a Change of Control as a result of (i) termination of the Optionee by Employer without Cause, (ii) resignation by the Optionee or (iii) the Optionee’s Disability or death, then the Option shall immediately stop vesting; and

(c) if the Optionee’s Employment terminates as a result of termination by Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination.

4. Exercise of Option.

(a) In General. The latest date on which this Option may be exercised is August 11, 2015, (the “Final Exercise Date”). Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided

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under the Plan and the Stockholders Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Companies at their principal offices, accompanied by payment in full as provided in the Plan. The Optionee shall not exercise this Option as to Shares of a single class but must exercise this Option as to Units. The purchase price may be paid by delivery of cash or check acceptable to the Administrator or, in case of an exercise on the Final Exercise Date, or after a Sale of a Business where the Optionee is employed by a Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions or a termination of Employment without Cause or as a result of the Optionee’s Disability or death, if and to the extent permitted by the Code (including Section 409A thereof) and if such exercise would not adversely affect any of the Companies’ results of operations under Generally Accepted Accounting Principles, by means of withholding of Units subject to the Option with an aggregate Fair Market Value equal to (i) the aggregate exercise price and (ii) if commercially reasonable for the Company or Lowerco, as the case may be, to so permit (taking into account its cash position in light of any contractual or legal restrictions) minimum statutory withholding taxes with respect to such exercise, or by such other method provided under the Plan and explicitly approved by the Administrator. In the event that this Option is exercised by a person other than the Optionee, the Companies will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option.

(b) Time To Exercise. The Option must be exercised no later than the Final Exercise date, and if not exercised by such date, will thereupon terminate. The Option must also be exercised by the termination of the Optionee’s Employment and, if not exercised by such date, will thereupon terminate, provided that, upon termination of the Optionee’s Employment (i) by Employer without Cause, (ii) by resignation by the Optionee, or (iii) as a result of a Disability or death, the Option will remain exercisable until the earlier of the 90^th day after the Date of Termination (or the one-year anniversary thereof in the case of a termination resulting from Disability or death) or the Final Exercise Date, and will thereupon terminate.

5. Certain Calls and Puts. The Options granted hereunder and the related Shares are subject to the call and put rights contained in Section 6 of the Stockholders Agreement, except that such put rights shall be granted only if and to the extent permitted by the Code (including Section 409A thereof); provided, however, that the call rights contained in Section 6 of the Stockholders Agreement shall not apply in the event of a termination resulting from Disability or death.

6. Share Restrictions, etc. Except as expressly provided herein, the Optionee’s rights hereunder and with respect to Shares received upon exercise are subject to the restrictions and other provisions contained in the Stockholders Agreement.

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7. Distributions, Redemptions, etc. On the occurrence of an Adjustment Event, the per-Unit exercise price of this Option, whether vested or unvested, shall be reduced by an amount equal to the product of (a) the per-share amount paid in connection with the Adjustment Event and (b) the number of shares of the class of stock affected by the Adjustment Event that were included in each Unit immediately prior to the Adjustment Event; provided, however, that any such reduction shall be limited to that portion of such amount which would not cause the per-Unit exercise price of the Option to be reduced below 25% of the fair market value, as of the date the Option was granted, of the Shares that are included in each Unit immediately following the Adjustment Event. In the case of a redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Optionee shall be entitled to receive any information reasonably requested regarding the composition of a Unit and the allocation of the Option’s exercise price among the Shares included in a Unit, as adjusted in accordance with this Section 7.

8. Forfeiture. Upon exercise, payment or delivery pursuant to this Option, Optionee shall certify on a form acceptable to the Committee that Optionee is in compliance with the Restrictive Covenants and all other agreements between Optionee and the Company. If the Company determines that Optionee is not in compliance with one or more of the Restrictive Covenants, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may cancel any unexercised portion. The Company shall also have the following (and only the following) additional remedies:

(a) During the six months after any exercise, payment or delivery of shares pursuant to this Option, such exercise, payment or delivery may be rescinded at the Company’s Option if Optionee fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or if Optionee breaches any duty to the Company. The Company shall notify Optionee in writing of any such rescission within one year after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, Optionee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the time of the exchange) and (ii) the number of Shares received in connection with the rescinded exercise.

(b) The Company shall have the right to offset, against any Shares and any cash amounts due to Optionee under or by reason of Optionee’s holding this Option, any amounts to which the Company is entitled as a result of Optionee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or Optionee’s breach of any duty to

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the Company. Accordingly, Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow.

Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or of any duty to the Company would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

9. Legends, etc. Shares issued upon exercise shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

10. Transfer of Option. This Option may only be transferred by the laws of descent and distribution, to a legal representative in the event of the Optionee’s incapacity, or to a Family Member with the consent of the Compensation Committee of the Board, such consent not to be unreasonably withheld.

11. Withholding. The exercise of the Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Companies in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Optionee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee and the Companies may so withhold as provided in Section 4(a) above.

12. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time. Optionee, in accepting this Option, represents and acknowledges that Optionee’s participation in the Plan is voluntary; that participation in the Plan is discretionary and does not form any part of Optionee’s contract of employment, if any, with the Company or any of its subsidiaries; and that Optionee has not been induced to participate in the Plan by any expectation of employment or continued employment with the Company or any of its subsidiaries. Optionee furthermore understands and acknowledges that the grant of this Stock Option is discretionary and a one-time occurrence, does not constitute any portion of Optionee’s regular remuneration and is not intended to be taken into

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account in calculating service-related benefits, and bears no guarantee or implication that any additional grant will be made in the future.

13. Personal Data. Optionee understands and acknowledges that in order to perform its obligations under the Plan, the Company and its subsidiaries may process personal data and/or sensitive personal data relating to Optionee. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data relating to Optionee, and information about Optionee’s participation in the Plan and the Shares acquired from time to time pursuant to the Plan. Optionee, in accepting this Option, gives his or her explicit and voluntary consent to the Company and its subsidiaries to process any such personal data and/or sensitive personal data. Optionee also hereby gives his or her explicit and voluntary consent to the Company and its subsidiaries to transfer any such personal data and/or sensitive personal data outside the country in which Optionee works or is employed. The legal persons for whom Optionee’s personal data are intended include the Company and any of its subsidiaries, any outside plan administrator or service provider selected by the Company or any of its subsidiaries from time to time, and any other person that the Administrator may find in its administration of the Plan to be appropriate. Optionee hereby acknowledges that he or she has been informed of his or her right of access and correction to his or her personal data by contacting his or her local human resources representative. Optionee understands that the transfer of the information described herein is important to the administration of the Plan and that failure to consent to the transmission of such information may limit or prohibit his or her participation in the Plan.

14. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware in the United States of America without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement as a “Manager” as defined therein.

[SIGNATURE PAGE FOLLOWS]

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Executed as of the          day of                             , 2005.

SunGard Capital Corp. and	SUNGARD CAPITAL CORP.
SunGard Capital Corp. II	SUNGARD CAPITAL CORP. II
	By:
Optionee
	Name:

Schedule A

Vesting Schedule

Option for 25% of the total number of Units is exercisable on or after August 11, 2006 (“Initial Vesting Date”) ; and

Option for the remaining 75% of the total number of Units is exercisable in equal monthly installments over the 48 months following the Initial Vesting Date starting with the first monthly anniversary of the Initial Vesting Date.

Exhibit A

Restrictive Covenants

1. Optionee will not render services for any organization or engage directly or indirectly in any business which, in the judgment and sole determination of the Chief Executive Officer of the Company or another senior officer designated by the Committee, is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company. If Optionee’s employment or other service with the Company has terminated, the judgment of the Chief Executive Officer or other designated officer will be based on Optionee’s position and responsibilities while employed by the Company, Optionee’s post-employment responsibilities and position with the other organization or business, the extent of past, current and potential competition or conflict between the Company and the other organization or business, the effect on the Company’s customers, suppliers, employees and competitors of Optionee’s assuming the post-employment position and such other considerations as are deemed relevant given the applicable facts and circumstances.

2. Optionee will not disclose to anyone outside the Company, or use other than in the Company’s business, any confidential or proprietary information or material relating to the business of the Company, acquired by Optionee either during or after employment with the Company. Optionee understands that the Company’s proprietary and confidential information includes, by way of example: (a) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (b) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (c) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (d) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (e) screen designs, report designs and other designs, concepts and visual expressions for software products; (f) employment and payroll records; (g) forecasts, budgets, acquisition models and other non-public financial information; and (h) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies.

3. Optionee will promptly communicate to the Company, in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “works and ideas”) pertaining to the Company’s business, whether or not patentable or copyrightable, that are made, written, developed, or conceived by Optionee, alone or with others, at any time (during or after business hours) while Optionee is employed by the Company or during the three months after Optionee’s employment terminates. Optionee understands that all of those works and ideas will be the Company’s exclusive property, and by accepting this Option Optionee assigns and agrees to assign all Optionee’s right, title and interest in those works and ideas to the Company. Optionee will sign all documents which the Company deems necessary to confirm its ownership of those works

and ideas, and Optionee will cooperate fully with the Company to allow the Company to take full advantage of those works and ideas, including the securing of patent and/or copyright protection and/or other similar rights in the United States and in foreign countries.

4. Optionee will not solicit or contact at any time, directly or through others, for the purpose or with the effect of competing or interfering with or harming any part of the Company’s business: (a) any customer or acquisition target under contract with the Company at any time during the last two years of Optionee’s employment with the Company; (b) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from the Company at any time during the last two years of Optionee’s employment with the Company; (c) any affiliate of any such customer or prospect; (d) any of the individual contacts established by the Company or Optionee or others at the Company during the period of Optionee’s employment with the Company; or (e) any individual who is an employee or independent contractor of the Company at the time of the solicitation or contact or who has been an employee or independent contractor within three months before such solicitation or contact.

EX-10.32

Exhibit 10.32

Senior Management Performance-Based Option

Name:

Number of Units:

Price per Unit: $18.00

Date of Grant: August 12, 2005

SUNGARD 2005 MANAGEMENT INCENTIVE PLAN

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDINGS CORP., SOLAR CAPITAL CORP. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

SENIOR MANAGEMENT NON-QUALIFIED PERFORMANCE-BASED OPTION AGREEMENT

This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”) and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt and the Executive Employment Agreement, dated August 11, 2005, between the Optionee and SunGard Data Systems Inc. (the “Employment Agreement”). Any exercise of discretionary authority granted under the Plan shall be subject to the express terms of this Agreement, and the last sentence of Section 3 of the Plan shall not apply to determinations of the Administrator with respect to this Agreement or the provisions of the Plan as applied to this Agreement.

1. Grant of Option. The Company and Lowerco (as applicable) grant to the Optionee as of August 12, 2005, an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Plan, that total number of Units, consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares as set forth in Schedule A (the “Shares”) at the aggregate price per Unit of $18.00. The Option will vest and become exercisable in accordance with Section 3 below.

The Option evidenced by this Agreement is intended to be a non-qualified option and is granted to the Optionee in an Employment capacity as an employee.

2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The following terms shall have the same meaning as set forth in the Optionee’s Employment Agreement: “Board,” “Cause,” “Change of Control,” “Date of Termination,” “Disability,” “Employer,” “Good Reason,” “Investors,” “Retained Business,” “Sale of a Business,” “Sold Business,” and “Year of Termination.” The term “Performance Period” is defined in Schedule A. The term “Principal Investor” shall have the same meaning as set forth in the Stockholders Agreement. The following terms shall have the following meanings:

(a) “Adjustment Event” means (i) a cash distribution with respect to Shares paid to all or substantially all holders of Shares, other than cash dividends in respect of Shares declared by the Board as part of a regular dividend payment practice or stated cash dividend policy of the Company following an IPO, or (ii) a substantially pro rata redemption or substantially pro rata repurchase (in each case, as applicable, by the Company, Lowerco or any of their subsidiaries) of all or part of any class of Shares;

(b) “Beneficiary” means, in the event of Optionee’s death, Optionee’s legal representative, executor, administrator or designated beneficiary, as applicable;

(c) “Call Option” means an option in favor of Company or Lowerco to purchase for cash at a specified price the Shares received by Optionee (or Optionee’s Beneficiary) upon any exercise of the Option with respect to one or more Units;

(d) “Closing” means August 11, 2005;

(e) “Extended Exercise Period” means the period ending on the later of (i) the 90^th day following (as applicable) the Optionee’s Date of Termination or the Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions (or the one year anniversary of the Optionee’s Date of Termination in the case of a termination resulting from Disability or death) and (ii) the earlier of (A) a Change of Control or (B) the 30^th day after an IPO (or, if Optionee is subject to an IPO lock-up, the 30^th day after the expiration of the lock-up); provided that in all cases the Extended Exercise Period shall end no later than the Final Exercise Date;

(f) “Fair Market Value” means, as of any date, as to any Share, the Board’s good faith determination of the fair market value of such Share as of the applicable reference date, taking into account the most recent annual valuation of the Company. The Company agrees to engage, no later than December 31, 2006, and at least annually thereafter, an independent third party appraiser to perform such valuation, and to update each such

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valuation on a quarterly basis. Upon the exercise of a Call Option pursuant to Section 5(a) or a Put Option, the Board will provide prompt written notice of its determination of the Fair Market Value of the applicable Shares (the “Board Notice”) to Optionee. Optionee shall have the right to contest the Fair Market Value thereof by notice to the Company within fifteen (15) business days of receipt of the Board Notice. If Optionee does so notify the Company of Optionee’s disagreement with the Fair Market Value set forth in the Board Notice within such time period, then the Company shall retain an independent third party appraiser reasonably acceptable to Optionee and to the Company to determine the fair market value of such Shares, and the determination of such independent appraiser shall govern. For this purpose, the appraiser last used by the Company in the ordinary course of business will be considered an independent appraiser. In the event that the Fair Market Value of the Shares as determined by such independent appraiser exceeds by the lesser of $200,000 or 10% the fair market value determined by the Board, then the Company shall bear the full cost of the appraisal. Otherwise, the Optionee (or the Optionee’s Beneficiary, as applicable) shall bear the full cost of the appraisal;

(g) “Family Member” means, with respect to Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which one or more of these persons (or Optionee) control the management of assets, or any other entity in which one or more of these persons (or Optionee) own more than fifty percent of the voting interests;

(h) “IPO” means the initial closing of a bona fide firm commitment underwritten public offering of equity shares of the Company, registered under the Securities Act of 1933, as amended, that results in such shares being traded on a liquid trading market;

(i) “Management Agreement” means the management agreement entered into as of the Closing between the Company and certain affiliates of the Investors, as it may be amended from time to time;

(j) “Put Option” means the obligation of the Company or Lowerco, upon thirty (30) days notice from Optionee, to use commercially reasonable efforts to repurchase for cash the Shares acquired by Optionee (or Optionee’s Beneficiary) upon exercise of the Option with respect to one or more Units at the then Fair Market Value of such Shares; provided, however, that any Shares subject to the Put Option shall have been held by Optionee (or Optionee’s Beneficiary) for at least six months. If Company

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or Lowerco (as the case may be) is not able to repurchase the Shares subject to the Put Option in cash as a result of any contractual or legal restriction, Company or Lowerco (as the case may be) shall provide Optionee (or Optionee’s Beneficiary) with a promissory note that bears interest at the prime rate as published in The Wall Street Journal on the repurchase date plus 1% and will become payable over the three year period from the date of the note;

(k) “Registration Rights Agreement” means the Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005, by and among the Company, Lowerco, SunGard Holding Corp., Solar Capital Corp. and certain stockholders of the Company and Lowerco;

(l) “Restrictive Covenant” means any of the restrictive covenants set forth in Section 5 of Optionee’s Employment Agreement;

(m) “Retirement” means retirement within the meaning of Section 2.2(b) of Optionee’s Employment Agreement;

(n) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the date of grant, as it may be adjusted as provided herein;

(o) “Vest on a Pro Rata Basis” means that the vesting of Optionee’s Option shall continue through the end of the Year of Termination (but not thereafter), provided that only a portion of the Option that otherwise would have vested at the end of such year shall vest, such portion being determined by multiplying (i) the number of Units subject to the Option that otherwise would have vested at the end of such year based upon attainment of pre-determined performance goals, by (ii) (A) the number of days in which Optionee was employed by Employer during the Year of Termination divided by (B) 365 (rounded to the nearest whole number of Units); and

(p) “Vest on a Return-on-Equity Basis” means that Optionee’s Option shall be subject to accelerated vesting at the time of a Change of Control as follows: (i) if the Change of Control results in the Investors receiving an amount constituting at least 200% of the Investors’ initial equity investment in Company and any subsequent equity investments (the “Investment”), then the maximum annual (but not cumulative) amount of Units that could have vested at the end of each unfinished year in the Performance Period, including the year during which the Change of Control is completed, shall become fully vested and exercisable immediately before Change of Control; (ii) if the Change of Control results in the Investors receiving an amount constituting at least 300% of the Investment, then all remaining Units shall become fully vested and exercisable immediately before the Change of Control; or (iii) if the

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Change of Control results in the Investors receiving an amount constituting less than 200% of the Investment, there will be no acceleration of vesting. In determining the amount that has been received, the gross value of all cash (including prior distributions the Investors or their Affiliates have received with respect to the Shares) and/or securities (with the fair value of such securities to be determined by the Board, which shall be entitled to take into account any restrictions on transferability, liquidity or saleability of such securities) received by the Investors shall be taken into account, minus the amount of commissions, fees and expenses payable by the Investors to the investment bankers and professional advisors in connection with the Change of Control. Management and transaction fees specified in the Management Agreement shall be excluded, provided that any increases in such fees from the fees in effect as of the date of the Optionee’s Employment Agreement must be customary (on a percentage of equity basis or in the case of transaction fees as a percentage of transaction size) compared to fees charged by private equity sponsors to their portfolio companies. In evaluating the amount of the transaction consideration, the Board may take into consideration amounts paid into escrow and contingent payments in connection with any transaction.

As used herein with respect to the Option, the term “vest” means to become exercisable in whole or in specified part.

3. Vesting of Option. The Option shall vest in accordance with Schedule A; provided, however, that:

(a) if the Optionee’s Employment terminates as a result of (i) termination of the Optionee by the Employer without Cause, (ii) resignation by the Optionee for Good Reason or (iii) the Optionee’s Disability or death, then the Option shall Vest on a Pro Rata Basis;

(b) if the Optionee’s Employment terminates as a result of termination by the Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination;

(c) if the Optionee’s Employment terminates as a result of resignation by the Optionee other than for Good Reason, then the Option shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Optionee;

(d) if the Optionee’s Employment terminates as a result of the Optionee’s Retirement, then the Option shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Optionee; and

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(e) upon a Change of Control during the Performance Period or within the one-year period thereafter, the Option shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Principal Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 3(e) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Option to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Option to Vest on a Return-on-Equity Basis in connection with any disposition by the Principal Investors of a material portion of their remaining Stock during the Performance Period or within the one-year period thereafter.

4. Exercise of Option.

(a) In General. The latest date on which this Option may be exercised is August 11, 2015, (the “Final Exercise Date”). Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided under the Plan and the Stockholders Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Companies at their principal offices, accompanied by payment in full as provided in the Plan. The Optionee shall not exercise this Option as to Shares of a single class but must exercise this Option as to Units. The purchase price may be paid by delivery of cash or check acceptable to the Administrator or, in case of an exercise on the Final Exercise Date or upon a Change of Control that terminates an Extended Exercise Period, after termination of Employment as a result of resignation by the Optionee other than for either Good Reason or Retirement and prior to the fifth anniversary of the Closing or as a result of the Optionee’s Disability or death, if and to the extent permitted by the Code (including Section 409A thereof) and if such exercise would not adversely affect any of the Companies’ results of operations under Generally Accepted Accounting Principles, by means of withholding of Units subject to the Option with an aggregate Fair Market Value equal to (i) the aggregate exercise price and (ii) if commercially reasonable for the Company or Lowerco, as the case may be, to so permit (taking into account its cash position in light of any contractual or legal restrictions) minimum statutory withholding taxes with respect to such exercise, or by such other method provided under the Plan and explicitly approved by the Administrator. In the event that this Option is exercised by a person other than the Optionee, the Companies will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option.

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(b) Time To Exercise. The Option must be exercised no later than the Final Exercise Date, and if not exercised by such date, will thereupon terminate. The Option must also be exercised by the termination of the Optionee’s Employment, and if not exercised by such date, will thereupon terminate, except as provided below:

(i) upon termination of the Optionee’s Employment (i) by the Employer without Cause, (ii) by resignation by the Optionee for Good Reason, or (iii) as a result of a Disability or death, or upon the Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions, the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate;

(ii) if the Optionee’s Employment terminates as a result of resignation by the Optionee other than for Good Reason and such Employment terminates (i) prior to the fifth anniversary of the Closing, then the Option will remain exercisable until the earlier of (a) the 90^th day after the Date of Termination or (b) the Final Exercise Date, and will thereupon terminate, or (ii) on or after the fifth anniversary of the Closing, then the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate;

(iii) if, the Optionee’s Employment terminates as a result of the Optionee’s Retirement, then the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate;

provided further that the Administrator shall extend the period to exercise the portion of the Option that vests after termination of Employment (but not beyond the Final Exercise Date) to the extent necessary to determine the Actual Internal EBITA (as defined in Schedule A) for the year containing the Date of Termination (or for the preceding year, as applicable).

5. Certain Calls and Puts.

(a) Call on Resignation Without Good Reason. If the Optionee’s Employment terminates as a result of resignation by the Optionee other than for either Good Reason or Retirement, for the period ending one hundred eighty-one (181) days following the later of Optionee’s Date of Termination or the date on which this Option is exercised, each of the Company and Lowerco shall have a Call Option at the then Fair Market Value of such Shares, provided, however, that the Companies’ Call Options pursuant to this Section 5(a) shall cease to apply on the earlier of an IPO or the fifth anniversary of the Closing. For purposes of the

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preceding sentence, the term resignation does not include the departure of Optionee by reason of the Sale of a Business where Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions.

(b) Call on Termination For Cause. If the Optionee’s Employment is terminated by the Employer for Cause, for the period ending one hundred eighty-one (181) days following the later of Optionee’s Date of Termination or the date on which this Option is exercised, each of the Company and Lowerco shall have a Call Option at the lower of (i) the exercise price paid by Optionee for such Shares (less any distributions received with respect to such Shares under the SunGard Capital Corp. and SunGard Capital Corp. II Dividend Rights Plan or with respect to such Shares after the exercise of this Option), or (ii) the then Fair Market Value of such Shares, provided, however, that the Companies’ Call Options pursuant to this Section 5(b) shall cease to apply on an IPO.

(c) Put on Disability or Death. If the Optionee’s Employment terminates as a result of the Optionee’s Disability or death (and if and to the extent permitted by the Code (including Section 409A thereof)) the Optionee (or, the Optionee’s Beneficiary) shall have a Put Option at any time after Optionee’s Date of Termination, but prior to an IPO.

(d) The Company or Lowerco may assign its rights under this Section 5 to any of their subsidiaries or to the Investors.

(e) The provisions of this Section 5 supersede Section 6 of the Stockholders Agreement with respect to the Options granted hereunder and the related Shares.

6. Share Restrictions, etc. Except as expressly provided herein, the Optionee’s rights hereunder and with respect to Shares received upon exercise are subject to the restrictions and other provisions contained in the Stockholders Agreement.

7. Distributions, Redemptions, etc. On the occurrence of an Adjustment Event, the per-Unit exercise price of this Option, whether vested or unvested, shall be reduced by an amount equal to the product of (a) the per-share amount paid in connection with the Adjustment Event and (b) the number of shares of the class of stock affected by the Adjustment Event that were included in each Unit immediately prior to the Adjustment Event; provided, however, that any such reduction shall be limited to that portion of such amount which would not cause the per-Unit exercise price of the Option to be reduced below 25% of the fair market value, as of the date the Option was granted, of the Shares that are included in each Unit immediately following the Adjustment Event. In the case of a redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Optionee shall be entitled to receive

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any information reasonably requested regarding the composition of a Unit and the allocation of the Option’s exercise price among the Shares included in a Unit, as adjusted in accordance with this Section 7.

8. Forfeiture. Upon exercise, payment or delivery pursuant to this Option, Optionee shall certify on a form acceptable to the Committee that Optionee is in compliance with the Restrictive Covenants and all other agreements between Optionee and the Company. If the Company determines that Optionee is not in compliance with one or more of the Restrictive Covenants, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may cancel any unexercised portion. The Company shall also have the following additional remedies:

(a) During the six months after any exercise, payment or delivery of shares pursuant to this Option, such exercise, payment or delivery may be rescinded at the Company’s option if Optionee fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or if Optionee breaches any duty to the Company. The Company shall notify Optionee in writing of any such rescission within one year after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, Optionee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the time of the exchange) and (ii) the number of Shares received in connection with the rescinded exercise.

(b) The Company shall have the right to offset, against any Shares and any cash amounts due to Optionee under or by reason of Optionee’s holding this Option, any amounts to which the Company is entitled as a result of Optionee’s violation of the Restrictive Covenants or of any other agreement with the Company or Optionee’s breach of any duty to the Company. Accordingly, Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow.

Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or of any duty to the Company would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. Optionee further agrees not to challenge the reasonableness of such provisions even where the Company

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rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

9. Legends, etc. Shares issued upon exercise shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

10. Transfer of Option. This Option may only be transferred by the laws of descent and distribution, to a legal representative in the event of the Optionee’s incapacity, or to no more than one Family Member; provided that transfers to additional Family Members may be made with the consent of the Compensation Committee of the Board, such consent not to be unreasonably withheld.

11. Withholding. The exercise of the Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Companies in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Optionee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee and the Companies may so withhold as provided in Section 4(a) above.

12. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.

13. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement and the Registration Rights Agreement, in each case treating the undersigned as a “Manager” as defined therein.

[SIGNATURE PAGE FOLLOWS]

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Executed as of the              day of             , 2005.

SunGard Capital Corp. and	SUNGARD CAPITAL CORP.
SunGard Capital Corp. II	SUNGARD CAPITAL CORP. II
	By:
Optionee
	Name:

Schedule A

Vesting Schedule

With respect to each calendar year within the Performance Period, the Option shall be exercisable to the extent that the Base Case is achieved during such period as follows:

(a) if Actual Internal EBITA for such calendar year is less than or equal to 95% of the Base Case for that year, the Option will not become exercisable for any Units at the end of that year;

(b) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of the Base Case for that year, the Option shall become exercisable for 1/6 of the Units (rounded to the nearest .0001 of a Unit) at the end of that year; and

(c) if Actual Internal EBITA for such calendar year is between 95% and 106.25% of the Base Case for that year, the number of Units that vest will be determined by interpolation at the linear rate of 1/67.5 of the Units per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Unit);

provided that any Units that do not vest at the end of a particular calendar year may vest at the end of a subsequent calendar year based on the cumulative Actual Internal EBITA as a percent of the cumulative Base Case. For example, if Actual Internal EBITA in 2005 is 100% of the Base Case, then approximately 7.41% of the Units vest on December 31, 2005 (1/67.5 x 5 Actual Internal EBITA percentage points), and if cumulative Actual Internal EBITA for 2005 and 2006 is 105% of the cumulative Base Case, then approximately 22.23% of the Units vest on December 31, 2006 ([1/67.5 x 10 Internal EBITA percentage points x 2 years] – 7.41%). For purposes of this Vesting Schedule:

“Performance Period” means the six (6) year period beginning on January 1, 2005.

“Actual Internal EBITA” means the Company’s actual earnings before interest, taxes and amortization for a year, determined based on the Company’s audited financials. Actual Internal EBITA shall not be reduced by costs of the acquisition of the Company by the Investors or the Company’s proposed spin-off of its availability services business or related items, management and transaction fees payable to the Investors or their affiliates, extraordinary items (as determined by the Compensation Committee in consultation with the CEO) or non-cash equity incentive expenses. Actual Internal EBITA shall be calculated without giving effect to purchase accounting and shall be adjusted in good faith by the Compensation Committee in consultation with the CEO to reflect the consequences of acquisitions and dispositions. Unless otherwise determined by the Board or Compensation Committee and agreed to by the CEO, the adjustment for acquisitions and dispositions shall be based on a cost of funds used for acquisitions and released by dispositions at a rate of 11%, compounded at the rate of 7.5% per annum, provided that transactions with a purchase price in excess of $50 million may merit an alternative adjustment, in which case the rate will be as mutually agreed by the CEO and the Board or Compensation Committee. Actual Internal EBITA targets shall be appropriately adjusted by the Compensation Committee in consultation with the CEO in case of changes in GAAP promulgated by FASB or the SEC or changes in depreciation methodology.

“Base Case” means the Actual Internal EBITA targets for the Company during each calendar year in the Performance Period, as set forth below:

Base Case	2005	2006	2007	2008	2009	2010
Actual Internal EBITA (in millions)

For the avoidance of doubt, year 2005 shall include EBITA accrued prior to the effective date of the Plan.

Senior Management Performance-Based Option-California Resident

Name:

Number of Units:

Price per Unit: $18.00

Date of Grant: August 12, 2005

SUNGARD 2005 MANAGEMENT INCENTIVE PLAN

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDINGS CORP., SOLAR CAPITAL CORP. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

SENIOR MANAGEMENT NON-QUALIFIED PERFORMANCE-BASED OPTION AGREEMENT

This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”) and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt and the Executive Employment Agreement, dated August 11, 2005, between the Optionee and SunGard Data Systems Inc. (the “Employment Agreement”). Any exercise of discretionary authority granted under the Plan shall be subject to the express terms of this Agreement, and the last sentence of Section 3 of the Plan shall not apply to determinations of the Administrator with respect to this Agreement or the provisions of the Plan as applied to this Agreement.

1. Grant of Option. The Company and Lowerco (as applicable) grant to the Optionee as of August 12, 2005, an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Plan, that total number of Units, consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares as set forth in Schedule A (the “Shares”) at the aggregate price per Unit of $18.00. The Option will vest and become exercisable in accordance with Section 3 below.

The Option evidenced by this Agreement is intended to be a non-qualified option and is granted to the Optionee in an Employment capacity as an employee.

2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The following terms shall have the same meaning as set forth in the Optionee’s Employment Agreement: “Board,” “Cause,” “Change of Control,” “Date of Termination,” “Disability,” “Employer,” “Good Reason,” “Investors,” “Retained Business,” “Sale of a Business,” “Sold Business,” and “Year of Termination.” The term “Performance Period” is defined in Schedule A. The term “Principal Investor” shall have the same meaning as set forth in the Stockholders Agreement. The following terms shall have the following meanings:

(a) “Adjustment Event” means (i) a cash distribution with respect to Shares paid to all or substantially all holders of Shares, other than cash dividends in respect of Shares declared by the Board as part of a regular dividend payment practice or stated cash dividend policy of the Company following an IPO, or (ii) a substantially pro rata redemption or substantially pro rata repurchase (in each case, as applicable, by the Company, Lowerco or any of their subsidiaries) of all or part of any class of Shares;

(b) “Beneficiary” means, in the event of Optionee’s death, Optionee’s legal representative, executor, administrator or designated beneficiary, as applicable;

(c) “Call Option” means an option in favor of Company or Lowerco to purchase for cash at a specified price the Shares received by Optionee (or Optionee’s Beneficiary) upon any exercise of the Option with respect to one or more Units;

(d) “Closing” means August 11, 2005;

(e) “Extended Exercise Period” means the period ending on the later of (i) the 90^th day following (as applicable) the Optionee’s Date of Termination or the Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions (or the one year anniversary of the Optionee’s Date of Termination in the case of a termination resulting from Disability or death) and (ii) the earlier of (A) a Change of Control or (B) the 30^th day after an IPO (or, if Optionee is subject to an IPO lock-up, the 30^th day after the expiration of the lock-up); provided that in all cases the Extended Exercise Period shall end no later than the Final Exercise Date;

(f) “Fair Market Value” means, as of any date, as to any Share, the Board’s good faith determination of the fair market value of such Share as of the applicable reference date, taking into account the most recent annual valuation of the Company. The Company agrees to engage, no later than December 31, 2006, and at least annually thereafter, an independent third party appraiser to perform such valuation, and to update each such

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valuation on a quarterly basis. Upon the exercise of a Call Option pursuant to Section 5(a) or a Put Option, the Board will provide prompt written notice of its determination of the Fair Market Value of the applicable Shares (the “Board Notice”) to Optionee. Optionee shall have the right to contest the Fair Market Value thereof by notice to the Company within fifteen (15) business days of receipt of the Board Notice. If Optionee does so notify the Company of Optionee’s disagreement with the Fair Market Value set forth in the Board Notice within such time period, then the Company shall retain an independent third party appraiser reasonably acceptable to Optionee and to the Company to determine the fair market value of such Shares, and the determination of such independent appraiser shall govern. For this purpose, the appraiser last used by the Company in the ordinary course of business will be considered an independent appraiser. In the event that the Fair Market Value of the Shares as determined by such independent appraiser exceeds by the lesser of $200,000 or 10% the fair market value determined by the Board, then the Company shall bear the full cost of the appraisal. Otherwise, the Optionee (or the Optionee’s Beneficiary, as applicable) shall bear the full cost of the appraisal;

(g) “Family Member” means, with respect to Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which one or more of these persons (or Optionee) control the management of assets, or any other entity in which one or more of these persons (or Optionee) own more than fifty percent of the voting interests;

(h) “IPO” means the initial closing of a bona fide firm commitment underwritten public offering of equity shares of the Company, registered under the Securities Act of 1933, as amended, that results in such shares being traded on a liquid trading market;

(i) “Management Agreement” means the management agreement entered into as of the Closing between the Company and certain affiliates of the Investors, as it may be amended from time to time;

(j) “Put Option” means the obligation of the Company or Lowerco, upon thirty (30) days notice from Optionee, to use commercially reasonable efforts to repurchase for cash the Shares acquired by Optionee (or Optionee’s Beneficiary) upon exercise of the Option with respect to one or more Units at the then Fair Market Value of such Shares; provided, however, that any Shares subject to the Put Option shall have been held by Optionee (or Optionee’s Beneficiary) for at least six months. If Company

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or Lowerco (as the case may be) is not able to repurchase the Shares subject to the Put Option in cash as a result of any contractual or legal restriction, Company or Lowerco (as the case may be) shall provide Optionee (or Optionee’s Beneficiary) with a promissory note that bears interest at the prime rate as published in The Wall Street Journal on the repurchase date plus 1% and will become payable over the three year period from the date of the note;

(k) “Registration Rights Agreement” means the Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005, by and among the Company, Lowerco, SunGard Holding Corp., Solar Capital Corp. and certain stockholders of the Company and Lowerco;

(l) “Restrictive Covenant” means any of the restrictive covenants set forth in Section 5 of Optionee’s Employment Agreement;

(m) “Retirement” means retirement within the meaning of Section 2.2(b) of Optionee’s Employment Agreement;

(n) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the date of grant, as it may be adjusted as provided herein;

(o) “Vest on a Pro Rata Basis” means that the vesting of Optionee’s Option shall continue through the end of the Year of Termination (but not thereafter), provided that only a portion of the Option that otherwise would have vested at the end of such year shall vest, such portion being determined by multiplying (i) the number of Units subject to the Option that otherwise would have vested at the end of such year based upon attainment of pre-determined performance goals, by (ii) (A) the number of days in which Optionee was employed by Employer during the Year of Termination divided by (B) 365 (rounded to the nearest whole number of Units); and

(p) “Vest on a Return-on-Equity Basis” means that Optionee’s Option shall be subject to accelerated vesting at the time of a Change of Control as follows: (i) if the Change of Control results in the Investors receiving an amount constituting at least 200% of the Investors’ initial equity investment in Company and any subsequent equity investments (the “Investment”), then the maximum annual (but not cumulative) amount of Units that could have vested at the end of each unfinished year in the Performance Period, including the year during which the Change of Control is completed, shall become fully vested and exercisable immediately before Change of Control; (ii) if the Change of Control results in the Investors receiving an amount constituting at least 300% of the Investment, then all remaining Units shall become fully vested and exercisable immediately before the Change of Control; or (iii) if the

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Change of Control results in the Investors receiving an amount constituting less than 200% of the Investment, there will be no acceleration of vesting. In determining the amount that has been received, the gross value of all cash (including prior distributions the Investors or their Affiliates have received with respect to the Shares) and/or securities (with the fair value of such securities to be determined by the Board, which shall be entitled to take into account any restrictions on transferability, liquidity or saleability of such securities) received by the Investors shall be taken into account, minus the amount of commissions, fees and expenses payable by the Investors to the investment bankers and professional advisors in connection with the Change of Control. Management and transaction fees specified in the Management Agreement shall be excluded, provided that any increases in such fees from the fees in effect as of the date of the Optionee’s Employment Agreement must be customary (on a percentage of equity basis or in the case of transaction fees as a percentage of transaction size) compared to fees charged by private equity sponsors to their portfolio companies. In evaluating the amount of the transaction consideration, the Board may take into consideration amounts paid into escrow and contingent payments in connection with any transaction.

As used herein with respect to the Option, the term “vest” means to become exercisable in whole or in specified part.

3. Vesting of Option. The Option shall vest in accordance with Schedule A; provided, however, that:

(a) if the Optionee’s Employment terminates as a result of (i) termination of the Optionee by the Employer without Cause, (ii) resignation by the Optionee for Good Reason or (iii) the Optionee’s Disability or death, then the Option shall Vest on a Pro Rata Basis;

(b) if the Optionee’s Employment terminates as a result of termination by the Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination;

(c) if the Optionee’s Employment terminates as a result of resignation by the Optionee other than for Good Reason, then the Option shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Optionee;

(d) if the Optionee’s Employment terminates as a result of the Optionee’s Retirement, then the Option shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Optionee; and

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(e) upon a Change of Control during the Performance Period or within the one-year period thereafter, the Option shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Principal Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 3(e) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Option to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Option to Vest on a Return-on-Equity Basis in connection with any disposition by the Principal Investors of a material portion of their remaining Stock during the Performance Period or within the one-year period thereafter.

4. Exercise of Option.

(a) In General. The latest date on which this Option may be exercised is August 11, 2015, (the “Final Exercise Date”). Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided under the Plan and the Stockholders Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Companies at their principal offices, accompanied by payment in full as provided in the Plan. The Optionee shall not exercise this Option as to Shares of a single class but must exercise this Option as to Units. The purchase price may be paid by delivery of cash or check acceptable to the Administrator or, in case of an exercise on the Final Exercise Date or upon a Change of Control that terminates an Extended Exercise Period, after termination of Employment as a result of resignation by the Optionee other than for either Good Reason or Retirement and prior to the fifth anniversary of the Closing or as a result of the Optionee’s Disability or death, if and to the extent permitted by the Code (including Section 409A thereof) and if such exercise would not adversely affect any of the Companies’ results of operations under Generally Accepted Accounting Principles, by means of withholding of Units subject to the Option with an aggregate Fair Market Value equal to (i) the aggregate exercise price and (ii) if commercially reasonable for the Company or Lowerco, as the case may be, to so permit (taking into account its cash position in light of any contractual or legal restrictions) minimum statutory withholding taxes with respect to such exercise, or by such other method provided under the Plan and explicitly approved by the Administrator. In the event that this Option is exercised by a person other than the Optionee, the Companies will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option.

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(b) Time To Exercise. The Option must be exercised no later than the Final Exercise Date, and if not exercised by such date, will thereupon terminate. The Option must also be exercised by the termination of the Optionee’s Employment, and if not exercised by such date, will thereupon terminate, except as provided below:

(i) upon termination of the Optionee’s Employment (i) by the Employer without Cause, (ii) by resignation by the Optionee for Good Reason, or (iii) as a result of a Disability or death, or upon the Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions, the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate;

(ii) if the Optionee’s Employment terminates as a result of resignation by the Optionee other than for Good Reason and such Employment terminates (i) prior to the fifth anniversary of the Closing, then the Option will remain exercisable until the earlier of (a) the 90^th day after the Date of Termination or (b) the Final Exercise Date, and will thereupon terminate, or (ii) on or after the fifth anniversary of the Closing, then the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate;

(iii) if, the Optionee’s Employment terminates as a result of the Optionee’s Retirement, then the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate;

provided further that the Administrator shall extend the period to exercise the portion of the Option that vests after termination of Employment (but not beyond the Final Exercise Date) to the extent necessary to determine the Actual Internal EBITA (as defined in Schedule A) for the year containing the Date of Termination (or for the preceding year, as applicable).

5. Certain Calls and Puts.

(a) Call on Resignation Without Good Reason. If the Optionee’s Employment terminates as a result of resignation by the Optionee other than for either Good Reason or Retirement, for the period ending one hundred eighty-one (181) days following the later of Optionee’s Date of Termination or the date on which this Option is exercised, each of the Company and Lowerco shall have a Call Option at the then Fair Market Value of such Shares, provided, however, that the Companies’ Call Options pursuant to this Section 5(a) shall cease to apply on the earlier of an IPO or the fifth anniversary of the Closing. For purposes of the

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preceding sentence, the term resignation does not include the departure of Optionee by reason of the Sale of a Business where Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions.

(b) Call on Termination For Cause. If the Optionee’s Employment is terminated by the Employer for Cause, for the period ending one hundred eighty-one (181) days following the later of Optionee’s Date of Termination or the date on which this Option is exercised, each of the Company and Lowerco shall have a Call Option at the lower of (i) the exercise price paid by Optionee for such Shares (less any distributions received with respect to such Shares under the SunGard Capital Corp. and SunGard Capital Corp. II Dividend Rights Plan or with respect to such Shares after the exercise of this Option), or (ii) the then Fair Market Value of such Shares, provided, however, that the Companies’ Call Options pursuant to this Section 5(b) shall cease to apply on an IPO.

(c) Put on Disability or Death. If the Optionee’s Employment terminates as a result of the Optionee’s Disability or death (and if and to the extent permitted by the Code (including Section 409A thereof)) the Optionee (or, the Optionee’s Beneficiary) shall have a Put Option at any time after Optionee’s Date of Termination, but prior to an IPO.

(d) The Company or Lowerco may assign its rights under this Section 5 to any of their subsidiaries or to the Investors.

(e) The provisions of this Section 5 supersede Section 6 of the Stockholders Agreement with respect to the Options granted hereunder and the related Shares.

6. Share Restrictions, etc. Except as expressly provided herein, the Optionee’s rights hereunder and with respect to Shares received upon exercise are subject to the restrictions and other provisions contained in the Stockholders Agreement.

7. Distributions, Redemptions, etc. On the occurrence of an Adjustment Event, the per-Unit exercise price of this Option, whether vested or unvested, shall be reduced by an amount equal to the product of (a) the per-share amount paid in connection with the Adjustment Event and (b) the number of shares of the class of stock affected by the Adjustment Event that were included in each Unit immediately prior to the Adjustment Event; provided, however, that any such reduction shall be limited to that portion of such amount which would not cause the per-Unit exercise price of the Option to be reduced below 25% of the fair market value, as of the date the Option was granted, of the Shares that are included in each Unit immediately following the Adjustment Event. In the case of a redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Optionee shall be entitled to receive

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any information reasonably requested regarding the composition of a Unit and the allocation of the Option’s exercise price among the Shares included in a Unit, as adjusted in accordance with this Section 7.

8. Forfeiture. Upon exercise, payment or delivery pursuant to this Option, Optionee shall certify on a form acceptable to the Committee that Optionee is in compliance with the Restrictive Covenants and all other agreements between Optionee and the Company. If the Company determines that Optionee is not in compliance with one or more of the Restrictive Covenants, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may cancel any unexercised portion. The Company shall also have the following additional remedies:

(a) Any exercise, payment or delivery of shares pursuant to this Option may be rescinded at the Company’s option if Optionee fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or if Optionee breaches any duty to the Company. The Company shall notify Optionee in writing of any such rescission. Within ten days after receiving such a notice from the Company, Optionee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the time of the exchange) and (ii) the number of Shares received in connection with the rescinded exercise.

(b) The Company shall have the right to offset, against any Shares and any cash amounts due to Optionee under or by reason of Optionee’s holding this Option, any amounts to which the Company is entitled as a result of Optionee’s violation of the Restrictive Covenants or of any other agreement with the Company or Optionee’s breach of any duty to the Company. Accordingly, Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow.

Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or of any duty to the Company would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

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9. Legends, etc. Shares issued upon exercise shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

10. Transfer of Option. This Option may only be transferred by the laws of descent and distribution, to a legal representative in the event of the Optionee’s incapacity, or to no more than one Family Member; provided that transfers to additional Family Members may be made with the consent of the Compensation Committee of the Board, such consent not to be unreasonably withheld.

11. Withholding. The exercise of the Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Companies in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Optionee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee and the Companies may so withhold as provided in Section 4(a) above.

12. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.

13. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement and the Registration Rights Agreement, in each case treating the undersigned as a “Manager” as defined therein. By accepting this Option, Optionee also irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in Pennsylvania over any suit, action or proceeding arising out of or related to this Agreement, and waives any objection to the laying of venue of any such suit, action or proceeding in any such court.

[SIGNATURE PAGE FOLLOWS]

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Executed as of the              day of                     , 2005.

SunGard Capital Corp. and	SUNGARD CAPITAL CORP.
SunGard Capital Corp. II	SUNGARD CAPITAL CORP. II
	By:
Optionee
	Name:

Schedule A

Vesting Schedule

With respect to each calendar year within the Performance Period, the Option shall be exercisable to the extent that the Base Case is achieved during such period as follows:

(a) if Actual Internal EBITA for such calendar year is less than or equal to 95% of the Base Case for that year, the Option will not become exercisable for any Units at the end of that year;

(b) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of the Base Case for that year, the Option shall become exercisable for 1/6 of the Units (rounded to the nearest .0001 of a Unit) at the end of that year; and

(c) if Actual Internal EBITA for such calendar year is between 95% and 106.25% of the Base Case for that year, the number of Units that vest will be determined by interpolation at the linear rate of 1/67.5 of the Units per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Unit);

provided that any Units that do not vest at the end of a particular calendar year may vest at the end of a subsequent calendar year based on the cumulative Actual Internal EBITA as a percent of the cumulative Base Case. For example, if Actual Internal EBITA in 2005 is 100% of the Base Case, then approximately 7.41% of the Units vest on December 31, 2005 (1/67.5 x 5 Actual Internal EBITA percentage points), and if cumulative Actual Internal EBITA for 2005 and 2006 is 105% of the cumulative Base Case, then approximately 22.23% of the Units vest on December 31, 2006 ([1/67.5 x 10 Internal EBITA percentage points x 2 years] – 7.41%). For purposes of this Vesting Schedule:

“Performance Period” means the six (6) year period beginning on January 1, 2005.

“Actual Internal EBITA” means the Company’s actual earnings before interest, taxes and amortization for a year, determined based on the Company’s audited financials. Actual Internal EBITA shall not be reduced by costs of the acquisition of the Company by the Investors or the Company’s proposed spin-off of its availability services business or related items, management and transaction fees payable to the Investors or their affiliates, extraordinary items (as determined by the Compensation Committee in consultation with the CEO) or non-cash equity incentive expenses. Actual Internal EBITA shall be calculated without giving effect to purchase accounting and shall be adjusted in good faith by the Compensation Committee in consultation with the CEO to reflect the consequences of acquisitions and dispositions. Unless otherwise determined by the Board or Compensation Committee and agreed to by the CEO, the adjustment for acquisitions and dispositions shall be based on a cost of funds used for acquisitions and released by dispositions at a rate of 11%, compounded at the rate of 7.5% per annum, provided that transactions with a purchase price in excess of $50 million may merit an alternative adjustment, in which case the rate will be as mutually agreed by the CEO and the Board or Compensation Committee. Actual Internal EBITA targets shall be appropriately adjusted by the Compensation Committee in consultation with the CEO in case of changes in GAAP promulgated by FASB or the SEC or changes in depreciation methodology.

“Base Case” means the Actual Internal EBITA targets for the Company during each calendar year in the Performance Period, as set forth below:

Base Case	2005	2006	2007	2008	2009	2010
Actual Internal EBITA (in millions)

For the avoidance of doubt, year 2005 shall include EBITA accrued prior to the effective date of the Plan.

Senior Management Performance-Based Option-UK Resident

Name:

Number of Units:

Price per Unit:

Date of Grant:

SUNGARD 2005 MANAGEMENT INCENTIVE PLAN

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDINGS CORP., SOLAR CAPITAL CORP. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

SENIOR MANAGEMENT NON-QUALIFIED PERFORMANCE-BASED OPTION AGREEMENT

This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”) and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt and the Executive Employment Agreement, dated August 11, 2005, between the Optionee and SunGard Data Systems Inc. (the “Employment Agreement”). Any exercise of discretionary authority granted under the Plan shall be subject to the express terms of this Agreement, and the last sentence of Section 3 of the Plan shall not apply to determinations of the Administrator with respect to this Agreement or the provisions of the Plan as applied to this Agreement.

1. Grant of Option. The Company and Lowerco (as applicable) grant to the Optionee as of August 12, 2005, an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Plan, that total number of Units, consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares as set forth in Schedule A (the “Shares”) at the aggregate price per Unit of $18.00. The Option will vest and become exercisable in accordance with Section 3 below.

The Option evidenced by this Agreement is intended to be a non-qualified option and is granted to the Optionee in an Employment capacity as an employee.

2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The following terms shall have the same meaning as set forth in the Optionee’s Employment Agreement: “Board,” “Cause,” “Change of Control,” “Date of Termination,” “Disability,” “Employer,” “Good Reason,” “Investors,” “Retained Business,” “Sale of a Business,” “Sold Business,” and “Year of Termination.” The term “Performance Period” is defined in Schedule A. The term “Principal Investor” shall have the same meaning as set forth in the Stockholders Agreement. The following terms shall have the following meanings:

(a) “Adjustment Event” means (i) a cash distribution with respect to Shares paid to all or substantially all holders of Shares, other than cash dividends in respect of Shares declared by the Board as part of a regular dividend payment practice or stated cash dividend policy of the Company following an IPO, or (ii) a substantially pro rata redemption or substantially pro rata repurchase (in each case, as applicable, by the Company, Lowerco or any of their subsidiaries) of all or part of any class of Shares;

(b) “Beneficiary” means, in the event of Optionee’s death, Optionee’s legal representative, executor, administrator or designated beneficiary, as applicable;

(c) “Call Option” means an option in favor of Company or Lowerco to purchase for cash at a specified price the Shares received by Optionee (or Optionee’s Beneficiary) upon any exercise of the Option with respect to one or more Units;

(d) “Closing” means August 11, 2005;

(e) “Extended Exercise Period” means the period ending on the later of (i) the 90^th day following (as applicable) the Optionee’s Date of Termination or the Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions (or the one year anniversary of the Optionee’s Date of Termination in the case of a termination resulting from Disability or death) and (ii) the earlier of (A) a Change of Control or (B) the 30^th day after an IPO (or, if Optionee is subject to an IPO lock-up, the 30^th day after the expiration of the lock-up); provided that in all cases the Extended Exercise Period shall end no later than the Final Exercise Date;

(f) “Fair Market Value” means, as of any date, as to any Share, the Board’s good faith determination of the fair market value of such Share as of the applicable reference date, taking into account the most recent annual valuation of the Company. The Company agrees to engage, no later than December 31, 2006, and at least annually thereafter, an independent third party appraiser to perform such valuation, and to update each such

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valuation on a quarterly basis. Upon the exercise of a Call Option pursuant to Section 5(a) or a Put Option, the Board will provide prompt written notice of its determination of the Fair Market Value of the applicable Shares (the “Board Notice”) to Optionee. Optionee shall have the right to contest the Fair Market Value thereof by notice to the Company within fifteen (15) business days of receipt of the Board Notice. If Optionee does so notify the Company of Optionee’s disagreement with the Fair Market Value set forth in the Board Notice within such time period, then the Company shall retain an independent third party appraiser reasonably acceptable to Optionee and to the Company to determine the fair market value of such Shares, and the determination of such independent appraiser shall govern. For this purpose, the appraiser last used by the Company in the ordinary course of business will be considered an independent appraiser. In the event that the Fair Market Value of the Shares as determined by such independent appraiser exceeds by the lesser of $200,000 or 10% the fair market value determined by the Board, then the Company shall bear the full cost of the appraisal. Otherwise, the Optionee (or the Optionee’s Beneficiary, as applicable) shall bear the full cost of the appraisal;

(g) “Family Member” means, with respect to Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which one or more of these persons (or Optionee) control the management of assets, or any other entity in which one or more of these persons (or Optionee) own more than fifty percent of the voting interests;

(h) “IPO” means the initial closing of a bona fide firm commitment underwritten public offering of equity shares of the Company, registered under the Securities Act of 1933, as amended, that results in such shares being traded on a liquid trading market;

(i) “Management Agreement” means the management agreement entered into as of the Closing between the Company and certain affiliates of the Investors, as it may be amended from time to time;

(j) “Put Option” means the obligation of the Company or Lowerco, upon thirty (30) days notice from Optionee, to use commercially reasonable efforts to repurchase for cash the Shares acquired by Optionee (or Optionee’s Beneficiary) upon exercise of the Option with respect to one or more Units at the then Fair Market Value of such Shares; provided, however, that any Shares subject to the Put Option shall have been held by Optionee (or Optionee’s Beneficiary) for at least six months. If Company

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or Lowerco (as the case may be) is not able to repurchase the Shares subject to the Put Option in cash as a result of any contractual or legal restriction, Company or Lowerco (as the case may be) shall provide Optionee (or Optionee’s Beneficiary) with a promissory note that bears interest at the prime rate as published in The Wall Street Journal on the repurchase date plus 1% and will become payable over the three year period from the date of the note;

(k) “Registration Rights Agreement” means the Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005, by and among the Company, Lowerco, SunGard Holding Corp., Solar Capital Corp. and certain stockholders of the Company and Lowerco;

(l) “Restrictive Covenant” means any of the restrictive covenants set forth in Section 5 of Optionee’s Employment Agreement;

(m) “Retirement” means retirement within the meaning of Section 2.2(b) of Optionee’s Employment Agreement;

(n) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the date of grant, as it may be adjusted as provided herein;

(o) “Vest on a Pro Rata Basis” means that the vesting of Optionee’s Option shall continue through the end of the Year of Termination (but not thereafter), provided that only a portion of the Option that otherwise would have vested at the end of such year shall vest, such portion being determined by multiplying (i) the number of Units subject to the Option that otherwise would have vested at the end of such year based upon attainment of pre-determined performance goals, by (ii) (A) the number of days in which Optionee was employed by Employer during the Year of Termination divided by (B) 365 (rounded to the nearest whole number of Units); and

(p) “Vest on a Return-on-Equity Basis” means that Optionee’s Option shall be subject to accelerated vesting at the time of a Change of Control as follows: (i) if the Change of Control results in the Investors receiving an amount constituting at least 200% of the Investors’ initial equity investment in Company and any subsequent equity investments (the “Investment”), then the maximum annual (but not cumulative) amount of Units that could have vested at the end of each unfinished year in the Performance Period, including the year during which the Change of Control is completed, shall become fully vested and exercisable immediately before Change of Control; (ii) if the Change of Control results in the Investors receiving an amount constituting at least 300% of the Investment, then all remaining Units shall become fully vested and exercisable immediately before the Change of Control; or (iii) if the

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Change of Control results in the Investors receiving an amount constituting less than 200% of the Investment, there will be no acceleration of vesting. In determining the amount that has been received, the gross value of all cash (including prior distributions the Investors or their Affiliates have received with respect to the Shares) and/or securities (with the fair value of such securities to be determined by the Board, which shall be entitled to take into account any restrictions on transferability, liquidity or saleability of such securities) received by the Investors shall be taken into account, minus the amount of commissions, fees and expenses payable by the Investors to the investment bankers and professional advisors in connection with the Change of Control. Management and transaction fees specified in the Management Agreement shall be excluded, provided that any increases in such fees from the fees in effect as of the date of the Optionee’s Employment Agreement must be customary (on a percentage of equity basis or in the case of transaction fees as a percentage of transaction size) compared to fees charged by private equity sponsors to their portfolio companies. In evaluating the amount of the transaction consideration, the Board may take into consideration amounts paid into escrow and contingent payments in connection with any transaction.

As used herein with respect to the Option, the term “vest” means to become exercisable in whole or in specified part.

3. Vesting of Option. The Option shall vest in accordance with Schedule A; provided, however, that:

(a) if the Optionee’s Employment terminates as a result of (i) termination of the Optionee by the Employer without Cause, (ii) resignation by the Optionee for Good Reason or (iii) the Optionee’s Disability or death, then the Option shall Vest on a Pro Rata Basis;

(b) if the Optionee’s Employment terminates as a result of termination by the Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination;

(c) if the Optionee’s Employment terminates as a result of resignation by the Optionee other than for Good Reason, then the Option shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Optionee;

(d) if the Optionee’s Employment terminates as a result of the Optionee’s Retirement, then the Option shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Optionee; and

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(e) upon a Change of Control during the Performance Period or within the one-year period thereafter, the Option shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Principal Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 3(e) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Option to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Option to Vest on a Return-on-Equity Basis in connection with any disposition by the Principal Investors of a material portion of their remaining Stock during the Performance Period or within the one-year period thereafter.

4. Exercise of Option.

(a) In General. The latest date on which this Option may be exercised is August 11, 2015, (the “Final Exercise Date”). Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided under the Plan and the Stockholders Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Companies at their principal offices, accompanied by payment in full as provided in the Plan. The Optionee shall not exercise this Option as to Shares of a single class but must exercise this Option as to Units. The purchase price may be paid by delivery of cash or check acceptable to the Administrator or, in case of an exercise on the Final Exercise Date or upon a Change of Control that terminates an Extended Exercise Period, after termination of Employment as a result of resignation by the Optionee other than for either Good Reason or Retirement and prior to the fifth anniversary of the Closing or as a result of the Optionee’s Disability or death, if and to the extent permitted by the Code (including Section 409A thereof) and if such exercise would not adversely affect any of the Companies’ results of operations under Generally Accepted Accounting Principles, by means of withholding of Units subject to the Option with an aggregate Fair Market Value equal to (i) the aggregate exercise price and (ii) if commercially reasonable for the Company or Lowerco, as the case may be, to so permit (taking into account its cash position in light of any contractual or legal restrictions) minimum statutory withholding taxes with respect to such exercise, or by such other method provided under the Plan and explicitly approved by the Administrator. In the event that this Option is exercised by a person other than the Optionee, the Companies will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option.

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(b) Time To Exercise. The Option must be exercised no later than the Final Exercise Date, and if not exercised by such date, will thereupon terminate. The Option must also be exercised by the termination of the Optionee’s Employment, and if not exercised by such date, will thereupon terminate, except as provided below:

(i) upon termination of the Optionee’s Employment (i) by the Employer without Cause, (ii) by resignation by the Optionee for Good Reason, or (iii) as a result of a Disability or death, or upon the Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions, the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate;

(ii) if the Optionee’s Employment terminates as a result of resignation by the Optionee other than for Good Reason and such Employment terminates (i) prior to the fifth anniversary of the Closing, then the Option will remain exercisable until the earlier of (a) the 90^th day after the Date of Termination or (b) the Final Exercise Date, and will thereupon terminate, or (ii) on or after the fifth anniversary of the Closing, then the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate;

(iii) if, the Optionee’s Employment terminates as a result of the Optionee’s Retirement, then the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate;

provided further that the Administrator shall extend the period to exercise the portion of the Option that vests after termination of Employment (but not beyond the Final Exercise Date) to the extent necessary to determine the Actual Internal EBITA (as defined in Schedule A) for the year containing the Date of Termination (or for the preceding year, as applicable).

5. Certain Calls and Puts.

(a) Call on Resignation Without Good Reason. If the Optionee’s Employment terminates as a result of resignation by the Optionee other than for either Good Reason or Retirement, for the period ending one hundred eighty-one (181) days following the later of Optionee’s Date of Termination or the date on which this Option is exercised, each of the Company and Lowerco shall have a Call Option at the then Fair Market Value of such Shares, provided, however, that the Companies’ Call Options pursuant to this Section 5(a) shall cease to apply on the earlier of an IPO or the fifth anniversary of the Closing. For purposes of the

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preceding sentence, the term resignation does not include the departure of Optionee by reason of the Sale of a Business where Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions.

(b) Call on Termination For Cause. If the Optionee’s Employment is terminated by the Employer for Cause, for the period ending one hundred eighty-one (181) days following the later of Optionee’s Date of Termination or the date on which this Option is exercised, each of the Company and Lowerco shall have a Call Option at the lower of (i) the exercise price paid by Optionee for such Shares (less any distributions received with respect to such Shares under the SunGard Capital Corp. and SunGard Capital Corp. II Dividend Rights Plan or with respect to such Shares after the exercise of this Option), or (ii) the then Fair Market Value of such Shares, provided, however, that the Companies’ Call Options pursuant to this Section 5(b) shall cease to apply on an IPO.

(c) Put on Disability or Death. If the Optionee’s Employment terminates as a result of the Optionee’s Disability or death (and if and to the extent permitted by the Code (including Section 409A thereof)) the Optionee (or, the Optionee’s Beneficiary) shall have a Put Option at any time after Optionee’s Date of Termination, but prior to an IPO.

(d) The Company or Lowerco may assign its rights under this Section 5 to any of their subsidiaries or to the Investors.

(e) The provisions of this Section 5 supersede Section 6 of the Stockholders Agreement with respect to the Options granted hereunder and the related Shares.

6. Share Restrictions, etc. Except as expressly provided herein, the Optionee’s rights hereunder and with respect to Shares received upon exercise are subject to the restrictions and other provisions contained in the Stockholders Agreement.

7. Distributions, Redemptions, etc. On the occurrence of an Adjustment Event, the per-Unit exercise price of this Option, whether vested or unvested, shall be reduced by an amount equal to the product of (a) the per-share amount paid in connection with the Adjustment Event and (b) the number of shares of the class of stock affected by the Adjustment Event that were included in each Unit immediately prior to the Adjustment Event; provided, however, that any such reduction shall be limited to that portion of such amount which would not cause the per-Unit exercise price of the Option to be reduced below 25% of the fair market value, as of the date the Option was granted, of the Shares that are included in each Unit immediately following the Adjustment Event. In the case of a redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Optionee shall be entitled to receive

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any information reasonably requested regarding the composition of a Unit and the allocation of the Option’s exercise price among the Shares included in a Unit, as adjusted in accordance with this Section 7.

8. Forfeiture. Upon exercise, payment or delivery pursuant to this Option, Optionee shall certify on a form acceptable to the Committee that Optionee is in compliance with the Restrictive Covenants and all other agreements between Optionee and the Company. If the Company determines that Optionee is not in compliance with one or more of the Restrictive Covenants, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may cancel any unexercised portion. The Company shall also have the following additional remedies:

(a) Any exercise, payment or delivery of shares pursuant to this Option may be rescinded at the Company’s option if Optionee fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or if Optionee breaches any duty to the Company. The Company shall notify Optionee in writing of any such rescission. Within ten days after receiving such a notice from the Company, Optionee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the time of the exchange) and (ii) the number of Shares received in connection with the rescinded exercise.

(b) The Company shall have the right to offset, against any Shares and any cash amounts due to Optionee under or by reason of Optionee’s holding this Option, any amounts to which the Company is entitled as a result of Optionee’s violation of the Restrictive Covenants or of any other agreement with the Company or Optionee’s breach of any duty to the Company. Accordingly, Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow.

Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or of any duty to the Company would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

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9. Legends, etc. Shares issued upon exercise shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

10. Transfer of Option. This Option may only be transferred by the laws of descent and distribution, to a legal representative in the event of the Optionee’s incapacity, or to no more than one Family Member; provided that transfers to additional Family Members may be made with the consent of the Compensation Committee of the Board, such consent not to be unreasonably withheld.

11. Withholding. The exercise of the Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Companies in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Optionee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee and the Companies may so withhold as provided in Section 4(a) above.

12. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time. Optionee, in accepting this Option, represents and acknowledges that Optionee’s participation in the Plan is voluntary; that participation in the Plan is discretionary; and that Optionee has not been induced to participate in the Plan by any expectation of employment or continued employment with the Company or any of its subsidiaries. Optionee furthermore understands and acknowledges that the grant of this Stock Option is discretionary, does not constitute any portion of Optionee’s regular remuneration and is not intended to be taken into account in calculating service-related benefits, and bears no guarantee or implication that any additional grant will be made in the future.

13. Personal Data. Optionee understands and acknowledges that in order to perform its obligations under the Plan, the Company and its subsidiaries may process personal data and/or sensitive personal data relating to Optionee. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data relating to Optionee, and information about Optionee’s participation in the Plan and the Shares acquired from time to time pursuant to the Plan. Optionee, in accepting this Option, gives his or her explicit and voluntary consent to the Company and its subsidiaries to process any such personal data and/or sensitive personal data. Optionee also hereby gives his or her explicit and voluntary consent to the Company and its subsidiaries to transfer any such personal data and/or sensitive personal data outside the country in which Optionee works or is employed. The legal persons for whom Optionee’s personal data are intended include the Company and any of its subsidiaries, any outside plan administrator or service provider selected by the Company or any of its subsidiaries from time to time, and any other person that the Administrator may find in its administration of the Plan to be appropriate. Optionee

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hereby acknowledges that he or she has been informed of his or her right of access and correction to his or her personal data by contacting his or her local human resources representative. Optionee understands that the transfer of the information described herein is important to the administration of the Plan and that failure to consent to the transmission of such information may limit or prohibit his or her participation in the Plan.

14. National Insurance Contributions. By acceptance of this Option the Optionee agrees to indemnify the Company and its subsidiaries for any employer’s Class 1 national insurance contributions due on the exercise of the Option.

15. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware in the United States of America without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement and the Registration Rights Agreement, in each case treating the undersigned as a “Manager” as defined therein. By accepting this Option, Optionee also irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in the Commonwealth of Pennsylvania in the United States of America over any suit, action or proceeding arising out of or related to this Agreement, and waives any objection to the laying of venue of any such suit, action or proceeding in any such court.

[SIGNATURE PAGE FOLLOWS]

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Executed as of the          day of                     , 2005.

SunGard Capital Corp. and SunGard Capital Corp. II	SUNGARD CAPITAL CORP. SUNGARD CAPITAL CORP. II
	By:
Optionee
	Name:

Schedule A

Vesting Schedule

With respect to each calendar year within the Performance Period, the Option shall be exercisable to the extent that the Base Case is achieved during such period as follows:

(a) if Actual Internal EBITA for such calendar year is less than or equal to 95% of the Base Case for that year, the Option will not become exercisable for any Units at the end of that year;

(b) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of the Base Case for that year, the Option shall become exercisable for 1/6 of the Units (rounded to the nearest .0001 of a Unit) at the end of that year; and

(c) if Actual Internal EBITA for such calendar year is between 95% and 106.25% of the Base Case for that year, the number of Units that vest will be determined by interpolation at the linear rate of 1/67.5 of the Units per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Unit);

provided that any Units that do not vest at the end of a particular calendar year may vest at the end of a subsequent calendar year based on the cumulative Actual Internal EBITA as a percent of the cumulative Base Case. For example, if Actual Internal EBITA in 2005 is 100% of the Base Case, then approximately 7.41% of the Units vest on December 31, 2005 (1/67.5 x 5 Actual Internal EBITA percentage points), and if cumulative Actual Internal EBITA for 2005 and 2006 is 105% of the cumulative Base Case, then approximately 22.23% of the Units vest on December 31, 2006 ([1/67.5 x 10 Internal EBITA percentage points x 2 years] – 7.41%). For purposes of this Vesting Schedule:

“Performance Period” means the six (6) year period beginning on January 1, 2005.

“Actual Internal EBITA” means the Company’s actual earnings before interest, taxes and amortization for a year, determined based on the Company’s audited financials. Actual Internal EBITA shall not be reduced by costs of the acquisition of the Company by the Investors or the Company’s proposed spin-off of its availability services business or related items, management and transaction fees payable to the Investors or their affiliates, extraordinary items (as determined by the Compensation Committee in consultation with the CEO) or non-cash equity incentive expenses. Actual Internal EBITA shall be calculated without giving effect to purchase accounting and shall be adjusted in good faith by the Compensation Committee in consultation with the CEO to reflect the consequences of acquisitions and dispositions. Unless otherwise determined by the Board or Compensation Committee and agreed to by the CEO, the adjustment for acquisitions and dispositions shall be based on a cost of funds used for acquisitions and released by dispositions at a rate of 11%, compounded at the rate of 7.5% per annum, provided that transactions with a purchase price in excess of $50 million may merit an alternative adjustment, in which case the rate will be as mutually agreed by the CEO and the Board or Compensation Committee. Actual Internal EBITA targets shall be appropriately adjusted by the Compensation Committee in consultation with the CEO in case of changes in GAAP promulgated by FASB or the SEC or changes in depreciation methodology.

“Base Case” means the Actual Internal EBITA targets for the Company during each calendar year in the Performance Period, as set forth below:

Base Case	2005	2006	2007	2008	2009	2010
Actual Internal EBITA (in millions)

For the avoidance of doubt, year 2005 shall include EBITA accrued prior to the effective date of the Plan.

Senior Management Performance-Based Option-Other

Name:

Number of Units:

Price per Unit:

Date of Grant:

SUNGARD 2005 MANAGEMENT INCENTIVE PLAN

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDINGS CORP., SOLAR CAPITAL CORP. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

SENIOR MANAGEMENT NON-QUALIFIED PERFORMANCE-BASED OPTION AGREEMENT

This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”) and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt and the Executive Employment Agreement, dated August 11, 2005, between the Optionee and SunGard Data Systems Inc. (the “Employment Agreement”). Any exercise of discretionary authority granted under the Plan shall be subject to the express terms of this Agreement, and the last sentence of Section 3 of the Plan shall not apply to determinations of the Administrator with respect to this Agreement or the provisions of the Plan as applied to this Agreement.

1. Grant of Option. The Company and Lowerco (as applicable) grant to the Optionee as of August 12, 2005, an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Plan, that total number of Units, consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares as set forth in Schedule A (the “Shares”) at the aggregate price per Unit of $18.00. The Option will vest and become exercisable in accordance with Section 3 below.

The Option evidenced by this Agreement is intended to be a non-qualified option and is granted to the Optionee in an Employment capacity as an employee.

2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The following terms shall have the same meaning as set forth in the Optionee’s Employment Agreement: “Board,” “Cause,” “Change of Control,” “Date of Termination,” “Disability,” “Employer,” “Good Reason,” “Investors,” “Retained Business,” “Sale of a Business,” “Sold Business,” and “Year of Termination.” The term “Performance Period” is defined in Schedule A. The term “Principal Investor” shall have the same meaning as set forth in the Stockholders Agreement. The following terms shall have the following meanings:

(a) “Adjustment Event” means (i) a cash distribution with respect to Shares paid to all or substantially all holders of Shares, other than cash dividends in respect of Shares declared by the Board as part of a regular dividend payment practice or stated cash dividend policy of the Company following an IPO, or (ii) a substantially pro rata redemption or substantially pro rata repurchase (in each case, as applicable, by the Company, Lowerco or any of their subsidiaries) of all or part of any class of Shares;

(b) “Beneficiary” means, in the event of Optionee’s death, Optionee’s legal representative, executor, administrator or designated beneficiary, as applicable;

(c) “Call Option” means an option in favor of Company or Lowerco to purchase for cash at a specified price the Shares received by Optionee (or Optionee’s Beneficiary) upon any exercise of the Option with respect to one or more Units;

(d) “Closing” means August 11, 2005;

(e) “Extended Exercise Period” means the period ending on the later of (i) the 90^th day following (as applicable) the Optionee’s Date of Termination or the Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions (or the one year anniversary of the Optionee’s Date of Termination in the case of a termination resulting from Disability or death) and (ii) the earlier of (A) a Change of Control or (B) the 30^th day after an IPO (or, if Optionee is subject to an IPO lock-up, the 30^th day after the expiration of the lock-up); provided that in all cases the Extended Exercise Period shall end no later than the Final Exercise Date;

(f) “Fair Market Value” means, as of any date, as to any Share, the Board’s good faith determination of the fair market value of such Share as of the applicable reference date, taking into account the most recent annual valuation of the Company. The Company agrees to engage, no later than December 31, 2006, and at least annually thereafter, an independent third party appraiser to perform such valuation, and to update each such

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valuation on a quarterly basis. Upon the exercise of a Call Option pursuant to Section 5(a) or a Put Option, the Board will provide prompt written notice of its determination of the Fair Market Value of the applicable Shares (the “Board Notice”) to Optionee. Optionee shall have the right to contest the Fair Market Value thereof by notice to the Company within fifteen (15) business days of receipt of the Board Notice. If Optionee does so notify the Company of Optionee’s disagreement with the Fair Market Value set forth in the Board Notice within such time period, then the Company shall retain an independent third party appraiser reasonably acceptable to Optionee and to the Company to determine the fair market value of such Shares, and the determination of such independent appraiser shall govern. For this purpose, the appraiser last used by the Company in the ordinary course of business will be considered an independent appraiser. In the event that the Fair Market Value of the Shares as determined by such independent appraiser exceeds by the lesser of $200,000 or 10% the fair market value determined by the Board, then the Company shall bear the full cost of the appraisal. Otherwise, the Optionee (or the Optionee’s Beneficiary, as applicable) shall bear the full cost of the appraisal;

(g) “Family Member” means, with respect to Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which one or more of these persons (or Optionee) control the management of assets, or any other entity in which one or more of these persons (or Optionee) own more than fifty percent of the voting interests;

(h) “IPO” means the initial closing of a bona fide firm commitment underwritten public offering of equity shares of the Company, registered under the Securities Act of 1933, as amended, that results in such shares being traded on a liquid trading market;

(i) “Management Agreement” means the management agreement entered into as of the Closing between the Company and certain affiliates of the Investors, as it may be amended from time to time;

(j) “Put Option” means the obligation of the Company or Lowerco, upon thirty (30) days notice from Optionee, to use commercially reasonable efforts to repurchase for cash the Shares acquired by Optionee (or Optionee’s Beneficiary) upon exercise of the Option with respect to one or more Units at the then Fair Market Value of such Shares; provided, however, that any Shares subject to the Put Option shall have been held by Optionee (or Optionee’s Beneficiary) for at least six months. If Company

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or Lowerco (as the case may be) is not able to repurchase the Shares subject to the Put Option in cash as a result of any contractual or legal restriction, Company or Lowerco (as the case may be) shall provide Optionee (or Optionee’s Beneficiary) with a promissory note that bears interest at the prime rate as published in The Wall Street Journal on the repurchase date plus 1% and will become payable over the three year period from the date of the note;

(k) “Registration Rights Agreement” means the Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005, by and among the Company, Lowerco, SunGard Holding Corp., Solar Capital Corp. and certain stockholders of the Company and Lowerco;

(l) “Restrictive Covenant” means any of the restrictive covenants set forth in Section 5 of Optionee’s Employment Agreement;

(m) “Retirement” means retirement within the meaning of Section 2.2(b) of Optionee’s Employment Agreement;

(n) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the date of grant, as it may be adjusted as provided herein;

(o) “Vest on a Pro Rata Basis” means that the vesting of Optionee’s Option shall continue through the end of the Year of Termination (but not thereafter), provided that only a portion of the Option that otherwise would have vested at the end of such year shall vest, such portion being determined by multiplying (i) the number of Units subject to the Option that otherwise would have vested at the end of such year based upon attainment of pre-determined performance goals, by (ii) (A) the number of days in which Optionee was employed by Employer during the Year of Termination divided by (B) 365 (rounded to the nearest whole number of Units); and

(p) “Vest on a Return-on-Equity Basis” means that Optionee’s Option shall be subject to accelerated vesting at the time of a Change of Control as follows: (i) if the Change of Control results in the Investors receiving an amount constituting at least 200% of the Investors’ initial equity investment in Company and any subsequent equity investments (the “Investment”), then the maximum annual (but not cumulative) amount of Units that could have vested at the end of each unfinished year in the Performance Period, including the year during which the Change of Control is completed, shall become fully vested and exercisable immediately before Change of Control; (ii) if the Change of Control results in the Investors receiving an amount constituting at least 300% of the Investment, then all remaining Units shall become fully vested and exercisable immediately before the Change of Control; or (iii) if the

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Change of Control results in the Investors receiving an amount constituting less than 200% of the Investment, there will be no acceleration of vesting. In determining the amount that has been received, the gross value of all cash (including prior distributions the Investors or their Affiliates have received with respect to the Shares) and/or securities (with the fair value of such securities to be determined by the Board, which shall be entitled to take into account any restrictions on transferability, liquidity or saleability of such securities) received by the Investors shall be taken into account, minus the amount of commissions, fees and expenses payable by the Investors to the investment bankers and professional advisors in connection with the Change of Control. Management and transaction fees specified in the Management Agreement shall be excluded, provided that any increases in such fees from the fees in effect as of the date of the Optionee’s Employment Agreement must be customary (on a percentage of equity basis or in the case of transaction fees as a percentage of transaction size) compared to fees charged by private equity sponsors to their portfolio companies. In evaluating the amount of the transaction consideration, the Board may take into consideration amounts paid into escrow and contingent payments in connection with any transaction.

As used herein with respect to the Option, the term “vest” means to become exercisable in whole or in specified part.

3. Vesting of Option. The Option shall vest in accordance with Schedule A; provided, however, that:

(a) if the Optionee’s Employment terminates as a result of (i) termination of the Optionee by the Employer without Cause, (ii) resignation by the Optionee for Good Reason or (iii) the Optionee’s Disability or death, then the Option shall Vest on a Pro Rata Basis;

(b) if the Optionee’s Employment terminates as a result of termination by the Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination;

(c) if the Optionee’s Employment terminates as a result of resignation by the Optionee other than for Good Reason, then the Option shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Optionee;

(d) if the Optionee’s Employment terminates as a result of the Optionee’s Retirement, then the Option shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Optionee; and

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(e) upon a Change of Control during the Performance Period or within the one-year period thereafter, the Option shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Principal Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 3(e) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Option to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Option to Vest on a Return-on-Equity Basis in connection with any disposition by the Principal Investors of a material portion of their remaining Stock during the Performance Period or within the one-year period thereafter.

4. Exercise of Option.

(a) In General. The latest date on which this Option may be exercised is August 11, 2015, (the “Final Exercise Date”). Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided under the Plan and the Stockholders Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Companies at their principal offices, accompanied by payment in full as provided in the Plan. The Optionee shall not exercise this Option as to Shares of a single class but must exercise this Option as to Units. The purchase price may be paid by delivery of cash or check acceptable to the Administrator or, in case of an exercise on the Final Exercise Date or upon a Change of Control that terminates an Extended Exercise Period, after termination of Employment as a result of resignation by the Optionee other than for either Good Reason or Retirement and prior to the fifth anniversary of the Closing or as a result of the Optionee’s Disability or death, if and to the extent permitted by the Code (including Section 409A thereof) and if such exercise would not adversely affect any of the Companies’ results of operations under Generally Accepted Accounting Principles, by means of withholding of Units subject to the Option with an aggregate Fair Market Value equal to (i) the aggregate exercise price and (ii) if commercially reasonable for the Company or Lowerco, as the case may be, to so permit (taking into account its cash position in light of any contractual or legal restrictions) minimum statutory withholding taxes with respect to such exercise, or by such other method provided under the Plan and explicitly approved by the Administrator. In the event that this Option is exercised by a person other than the Optionee, the Companies will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option.

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(b) Time To Exercise. The Option must be exercised no later than the Final Exercise Date, and if not exercised by such date, will thereupon terminate. The Option must also be exercised by the termination of the Optionee’s Employment, and if not exercised by such date, will thereupon terminate, except as provided below:

(i) upon termination of the Optionee’s Employment (i) by the Employer without Cause, (ii) by resignation by the Optionee for Good Reason, or (iii) as a result of a Disability or death, or upon the Sale of a Business where the Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions, the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate;

(ii) if the Optionee’s Employment terminates as a result of resignation by the Optionee other than for Good Reason and such Employment terminates (i) prior to the fifth anniversary of the Closing, then the Option will remain exercisable until the earlier of (a) the 90^th day after the Date of Termination or (b) the Final Exercise Date, and will thereupon terminate, or (ii) on or after the fifth anniversary of the Closing, then the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate;

(iii) if, the Optionee’s Employment terminates as a result of the Optionee’s Retirement, then the Option will remain exercisable through the Extended Exercise Period, and will thereupon terminate;

provided further that the Administrator shall extend the period to exercise the portion of the Option that vests after termination of Employment (but not beyond the Final Exercise Date) to the extent necessary to determine the Actual Internal EBITA (as defined in Schedule A) for the year containing the Date of Termination (or for the preceding year, as applicable).

5. Certain Calls and Puts.

(a) Call on Resignation Without Good Reason. If the Optionee’s Employment terminates as a result of resignation by the Optionee other than for either Good Reason or Retirement, for the period ending one hundred eighty-one (181) days following the later of Optionee’s Date of Termination or the date on which this Option is exercised, each of the Company and Lowerco shall have a Call Option at the then Fair Market Value of such Shares, provided, however, that the Companies’ Call Options pursuant to this Section 5(a) shall cease to apply on the earlier of an IPO or the fifth anniversary of the Closing. For purposes of the

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preceding sentence, the term resignation does not include the departure of Optionee by reason of the Sale of a Business where Optionee is employed by the Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions.

(b) Call on Termination For Cause. If the Optionee’s Employment is terminated by the Employer for Cause, for the period ending one hundred eighty-one (181) days following the later of Optionee’s Date of Termination or the date on which this Option is exercised, each of the Company and Lowerco shall have a Call Option at the lower of (i) the exercise price paid by Optionee for such Shares (less any distributions received with respect to such Shares under the SunGard Capital Corp. and SunGard Capital Corp. II Dividend Rights Plan or with respect to such Shares after the exercise of this Option), or (ii) the then Fair Market Value of such Shares, provided, however, that the Companies’ Call Options pursuant to this Section 5(b) shall cease to apply on an IPO.

(c) Put on Disability or Death. If the Optionee’s Employment terminates as a result of the Optionee’s Disability or death (and if and to the extent permitted by the Code (including Section 409A thereof)) the Optionee (or, the Optionee’s Beneficiary) shall have a Put Option at any time after Optionee’s Date of Termination, but prior to an IPO.

(d) The Company or Lowerco may assign its rights under this Section 5 to any of their subsidiaries or to the Investors.

(e) The provisions of this Section 5 supersede Section 6 of the Stockholders Agreement with respect to the Options granted hereunder and the related Shares.

6. Share Restrictions, etc. Except as expressly provided herein, the Optionee’s rights hereunder and with respect to Shares received upon exercise are subject to the restrictions and other provisions contained in the Stockholders Agreement.

7. Distributions, Redemptions, etc. On the occurrence of an Adjustment Event, the per-Unit exercise price of this Option, whether vested or unvested, shall be reduced by an amount equal to the product of (a) the per-share amount paid in connection with the Adjustment Event and (b) the number of shares of the class of stock affected by the Adjustment Event that were included in each Unit immediately prior to the Adjustment Event; provided, however, that any such reduction shall be limited to that portion of such amount which would not cause the per-Unit exercise price of the Option to be reduced below 25% of the fair market value, as of the date the Option was granted, of the Shares that are included in each Unit immediately following the Adjustment Event. In the case of a redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Optionee shall be entitled to receive

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any information reasonably requested regarding the composition of a Unit and the allocation of the Option’s exercise price among the Shares included in a Unit, as adjusted in accordance with this Section 7.

8. Forfeiture. Upon exercise, payment or delivery pursuant to this Option, Optionee shall certify on a form acceptable to the Committee that Optionee is in compliance with the Restrictive Covenants and all other agreements between Optionee and the Company. If the Company determines that Optionee is not in compliance with one or more of the Restrictive Covenants, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may cancel any unexercised portion. The Company shall also have the following additional remedies:

(a) Any exercise, payment or delivery of shares pursuant to this Option may be rescinded at the Company’s option if Optionee fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or if Optionee breaches any duty to the Company. The Company shall notify Optionee in writing of any such rescission. Within ten days after receiving such a notice from the Company, Optionee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the time of the exchange) and (ii) the number of Shares received in connection with the rescinded exercise.

(b) The Company shall have the right to offset, against any Shares and any cash amounts due to Optionee under or by reason of Optionee’s holding this Option, any amounts to which the Company is entitled as a result of Optionee’s violation of the Restrictive Covenants or of any other agreement with the Company or Optionee’s breach of any duty to the Company. Accordingly, Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow.

Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or of any duty to the Company would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

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9. Legends, etc. Shares issued upon exercise shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

10. Transfer of Option. This Option may only be transferred by the laws of descent and distribution, to a legal representative in the event of the Optionee’s incapacity, or to no more than one Family Member; provided that transfers to additional Family Members may be made with the consent of the Compensation Committee of the Board, such consent not to be unreasonably withheld.

11. Withholding. The exercise of the Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Companies in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Optionee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee and the Companies may so withhold as provided in Section 4(a) above.

12. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time. Optionee, in accepting this Option, represents and acknowledges that Optionee’s participation in the Plan is voluntary; that participation in the Plan is discretionary; and that Optionee has not been induced to participate in the Plan by any expectation of employment or continued employment with the Company or any of its subsidiaries. Optionee furthermore understands and acknowledges that the grant of this Stock Option is discretionary, does not constitute any portion of Optionee’s regular remuneration and is not intended to be taken into account in calculating service-related benefits, and bears no guarantee or implication that any additional grant will be made in the future.

13. Personal Data. Optionee understands and acknowledges that in order to perform its obligations under the Plan, the Company and its subsidiaries may process personal data and/or sensitive personal data relating to Optionee. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data relating to Optionee, and information about Optionee’s participation in the Plan and the Shares acquired from time to time pursuant to the Plan. Optionee, in accepting this Option, gives his or her explicit and voluntary consent to the Company and its subsidiaries to process any such personal data and/or sensitive personal data. Optionee also hereby gives his or her explicit and voluntary consent to the Company and its subsidiaries to transfer any such personal data and/or sensitive personal data outside the country in which Optionee works or is employed. The legal persons for whom Optionee’s personal data are intended include the Company and any of its subsidiaries, any outside plan administrator or service provider selected by the Company or any of its subsidiaries from time to time, and any other person that the Administrator may find in its administration of the Plan to be appropriate. Optionee

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hereby acknowledges that he or she has been informed of his or her right of access and correction to his or her personal data by contacting his or her local human resources representative. Optionee understands that the transfer of the information described herein is important to the administration of the Plan and that failure to consent to the transmission of such information may limit or prohibit his or her participation in the Plan.

14. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware in the United States of America without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement and the Registration Rights Agreement, in each case treating the undersigned as a “Manager” as defined therein. By accepting this Option, Optionee also irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in the Commonwealth of Pennsylvania in the United States of America over any suit, action or proceeding arising out of or related to this Agreement, and waives any objection to the laying of venue of any such suit, action or proceeding in any such court.

[SIGNATURE PAGE FOLLOWS]

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Executed as of the          day of                     , 2005.

SunGard Capital Corp. and SunGard Capital Corp. II	SUNGARD CAPITAL CORP. SUNGARD CAPITAL CORP. II
	By:
Optionee
	Name:

Schedule A

Vesting Schedule

With respect to each calendar year within the Performance Period, the Option shall be exercisable to the extent that the Base Case is achieved during such period as follows:

(a) if Actual Internal EBITA for such calendar year is less than or equal to 95% of the Base Case for that year, the Option will not become exercisable for any Units at the end of that year;

(b) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of the Base Case for that year, the Option shall become exercisable for 1/6 of the Units (rounded to the nearest .0001 of a Unit) at the end of that year; and

(c) if Actual Internal EBITA for such calendar year is between 95% and 106.25% of the Base Case for that year, the number of Units that vest will be determined by interpolation at the linear rate of 1/67.5 of the Units per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Unit);

provided that any Units that do not vest at the end of a particular calendar year may vest at the end of a subsequent calendar year based on the cumulative Actual Internal EBITA as a percent of the cumulative Base Case. For example, if Actual Internal EBITA in 2005 is 100% of the Base Case, then approximately 7.41% of the Units vest on December 31, 2005 (1/67.5 x 5 Actual Internal EBITA percentage points), and if cumulative Actual Internal EBITA for 2005 and 2006 is 105% of the cumulative Base Case, then approximately 22.23% of the Units vest on December 31, 2006 ([1/67.5 x 10 Internal EBITA percentage points x 2 years] – 7.41%). For purposes of this Vesting Schedule:

“Performance Period” means the six (6) year period beginning on January 1, 2005.

“Actual Internal EBITA” means the Company’s actual earnings before interest, taxes and amortization for a year, determined based on the Company’s audited financials. Actual Internal EBITA shall not be reduced by costs of the acquisition of the Company by the Investors or the Company’s proposed spin-off of its availability services business or related items, management and transaction fees payable to the Investors or their affiliates, extraordinary items (as determined by the Compensation Committee in consultation with the CEO) or non-cash equity incentive expenses. Actual Internal EBITA shall be calculated without giving effect to purchase accounting and shall be adjusted in good faith by the Compensation Committee in consultation with the CEO to reflect the consequences of acquisitions and dispositions. Unless otherwise determined by the Board or Compensation Committee and agreed to by the CEO, the adjustment for acquisitions and dispositions shall be based on a cost of funds used for acquisitions and released by dispositions at a rate of 11%, compounded at the rate of 7.5% per annum, provided that transactions with a purchase price in excess of $50 million may merit an alternative adjustment, in which case the rate will be as mutually agreed by the CEO and the Board or Compensation Committee. Actual Internal EBITA targets shall be appropriately adjusted by the Compensation Committee in consultation with the CEO in case of changes in GAAP promulgated by FASB or the SEC or changes in depreciation methodology.

“Base Case” means the Actual Internal EBITA targets for the Company during each calendar year in the Performance Period, as set forth below:

Base Case	2005	2006	2007	2008	2009	2010
Actual Internal EBITA (in millions)

For the avoidance of doubt, year 2005 shall include EBITA accrued prior to the effective date of the Plan.

Management Performance-Based Option

Name:

Number of Units:

Price per Unit: $18.00

Date of Grant: August 12, 2005

SUNGARD 2005 MANAGEMENT INCENTIVE PLAN

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDINGS CORP., SOLAR CAPITAL CORP. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”)

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

MANAGEMENT NON-QUALIFIED PERFORMANCE-BASED OPTION AGREEMENT

This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”) and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt.

1. Grant of Option. The Company and Lowerco (as applicable) grant to the Optionee as of August 12, 2005, an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Plan, that total number of Units, consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares as set forth in Schedule A (the “Shares”) at the aggregate price per Unit of $18.00. The Option will vest and become exercisable in accordance with Section 3 below.

The Option evidenced by this Agreement is intended to be a non-qualified option and is granted to the Optionee in an Employment capacity as an employee.

2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The terms “Change of Control,” “Disability” and “Fair Market Value” shall have the same meaning as set forth in the Stockholders Agreement as of the date hereof and without regard to any subsequent amendment thereof. The term “Performance Period” is defined in Schedule A. The following terms shall have the following meanings:

(a) “Adjustment Event” means (i) a cash distribution with respect to Shares paid to all or substantially all holders of Shares, other than cash dividends in respect of Shares declared by the Board as part of a regular dividend payment practice or stated cash dividend policy of the Company following an IPO, or (ii) a substantially pro rata redemption or substantially pro rata repurchase (in each case, as applicable, by the Company, Lowerco or any of their subsidiaries) of all or part of any class of Shares;

(b) “CEO” means the Chief Executive Officer of the Company.

(c) “Closing” means August 11, 2005;

(d) “Date of Termination” means the date that the termination of Optionee’s Employment with Employer is effective on account of Optionee’s death, Optionee’s Disability, termination by Employer for Cause or without Cause, or by Optionee, as the case may be; and “Year of Termination” means the fiscal year for the applicable Performance Period during which Optionee’s Date of Termination occurs;

(e) “Employer” means the Company or, as the case may be, its Affiliate with whom the Optionee has entered into an Employment relationship;

(f) “Family Member” means, with respect to Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which one or more of these persons (or Optionee) control the management of assets, or any other entity in which one or more of these persons (or Optionee) own more than fifty percent of the voting interests;

(g) “Investors” means investment funds advised by Silver Lake Partners, Bain Capital, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts, Providence Equity Partners and Texas Pacific Group that own capital stock of the Company;

(h) “Management Agreement” means the management agreement entered into as of the Closing between the Company and certain affiliates of the Investors, as it may be amended from time to time;

(i) “Restrictive Covenant” means any of the restrictive covenants set forth in Exhibit A, which is incorporated herein by reference;

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(j) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the date of grant, as it may be adjusted as provided herein; and

(k) “Vest on a Pro Rata Basis” means that the vesting of Optionee’s Option shall continue through the end of the Year of Termination (but not thereafter), provided that only a portion of the Option that otherwise would have vested at the end of such year shall vest, such portion being determined by multiplying (i) the number of Units subject to the Option that otherwise would have vested at the end of such year based upon attainment of pre-determined performance goals, by (ii) (A) the number of days in which Optionee was employed by Employer during the Year of Termination divided by (B) 365 (rounded to the nearest whole number of Units).

As used herein with respect to the Option, the term “vest” means to become exercisable in whole or in specified part.

3. Vesting of Option. The Option shall vest in accordance with Schedule A; provided, however, that:

(a) if the Optionee’s Employment terminates as a result of (i) termination of the Optionee by Employer without Cause, (ii) the Optionee’s retirement or (iii) the Optionee’s Disability or death, then the Option shall Vest on a Pro Rata Basis;

(b) if the Optionee’s Employment terminates as a result of resignation by the Optionee, then the Option shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Optionee;

(c) if the Optionee’s Employment as a result of termination by Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination; and

(d) upon a Change of Control during the Performance Period, the Compensation Committee of the Board and the CEO will determine in mutual consultation the effect of such Change of Control on the Option, which shall be treated in a manner they jointly consider equitable under the circumstances.

4. Exercise of Option.

(a) In General. The latest date on which this Option may be exercised is August 11, 2015, (the “Final Exercise Date”). Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided

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under the Plan and the Stockholders Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Companies at their principal offices, accompanied by payment in full as provided in the Plan. The Optionee shall not exercise this Option as to Shares of a single class but must exercise this Option as to Units. The purchase price may be paid by delivery of cash or check acceptable to the Administrator or, in case of an exercise on the Final Exercise Date, or after a Sale of a Business where the Optionee is employed by a Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions or a termination of Employment without Cause or as a result of the Optionee’s Disability or death, if and to the extent permitted by the Code (including Section 409A thereof) and if such exercise would not adversely affect any of the Companies’ results of operations under Generally Accepted Accounting Principles, by means of withholding of Units subject to the Option with an aggregate Fair Market Value equal to (i) the aggregate exercise price and (ii) if commercially reasonable for the Company or Lowerco, as the case may be, to so permit (taking into account its cash position in light of any contractual or legal restrictions) minimum statutory withholding taxes with respect to such exercise, or by such other method provided under the Plan and explicitly approved by the Administrator. In the event that this Option is exercised by a person other than the Optionee, the Companies will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option.

(b) Time To Exercise. The Option must be exercised no later than the Final Exercise Date, and if not exercised by such date, will thereupon terminate. The option must also be exercised by the termination of the Optionee’s Employment and, if not exercised by such date, will thereupon terminate, provided that, upon termination of the Optionee’s Employment (i) by Employer without Cause, (ii) by resignation by the Optionee, or (iii) as a result of a Disability or death, the Option will remain exercisable until the earlier of the 90^th day after the Date of Termination (or the one-year anniversary thereof, in the case of a termination resulting from Disability or death) or the Final Exercise Date, and will thereupon terminate, provided further that the Administrator shall extend the period to exercise the portion of the Option that vests after termination of Employment (but not beyond the Final Exercise Date) to the extent necessary to determine the Actual Internal EBITA (as defined in Schedule A) for the year containing the Date of Termination (or for the preceding year, as applicable).

5. Certain Calls and Puts. The Options granted hereunder and the related Shares are subject to the call and put rights contained in Section 6 of the Stockholders Agreement, except that such put rights shall be granted only if and to the extent permitted by the Code (including Section 409A thereof); provided, however, that the call rights

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contained in Section 6 of the Stockholders Agreement shall not apply in the event of a termination resulting from Disability or death.

6. Share Restrictions, etc. Except as expressly provided herein, the Optionee’s rights hereunder and with respect to Shares received upon exercise are subject to the restrictions and other provisions contained in the Stockholders Agreement.

7. Distributions, Redemptions, etc. On the occurrence of an Adjustment Event, the per-Unit exercise price of this Option, whether vested or unvested, shall be reduced by an amount equal to the product of (a) the per-share amount paid in connection with the Adjustment Event and (b) the number of shares of the class of stock affected by the Adjustment Event that were included in each Unit immediately prior to the Adjustment Event; provided, however, that any such reduction shall be limited to that portion of such amount which would not cause the per-Unit exercise price of the Option to be reduced below 25% of the fair market value, as of the date the Option was granted, of the Shares that are included in each Unit immediately following the Adjustment Event. In the case of a redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Optionee shall be entitled to receive any information reasonably requested regarding the composition of a Unit and the allocation of the Option’s exercise price among the Shares included in a Unit, as adjusted in accordance with this Section 7.

8. Forfeiture. Upon exercise, payment or delivery pursuant to this Option, Optionee shall certify on a form acceptable to the Committee that Optionee is in compliance with the Restrictive Covenants and all other agreements between Optionee and the Company. If the Company determines that Optionee is not in compliance with one or more of the Restrictive Covenants, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may cancel any unexercised portion. The Company shall also have the following (and only the following) additional remedies:

(a) During the six months after any exercise, payment or delivery of shares pursuant to this Option, such exercise, payment or delivery may be rescinded at the Company’s option if Optionee fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or if Optionee breaches any duty to the Company. The Company shall notify Optionee in writing of any such rescission within one year after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, Optionee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the

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time of the exchange) and (ii) the number of Shares received in connection with the rescinded exercise.

(b) The Company shall have the right to offset, against any Shares and any cash amounts due to Optionee under or by reason of Optionee’s holding this Option, any amounts to which the Company is entitled as a result of Optionee’s violation of the Restrictive Covenants or of any other agreement with the Company or Optionee’s breach of any duty to the Company. Accordingly, Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow.

Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or of any duty to the Company would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

9. Legends, etc. Shares issued upon exercise shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

10. Transfer of Option. This Option may only be transferred by the laws of descent and distribution, to a legal representative in the event of the Optionee’s incapacity, or to a Family Member with the consent of the Compensation Committee of the Board, such consent not to be unreasonably withheld.

11. Withholding. The exercise of the Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Companies in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Optionee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee and the Companies may so withhold as provided in Section 4(a) above.

12. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.

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13. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement as a “Manager” as defined therein.

[SIGNATURE PAGE FOLLOWS]

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Executed as of the          day of                             , 2005.

SunGard Capital Corp. and	SUNGARD CAPITAL CORP.
SunGard Capital Corp. II	SUNGARD CAPITAL CORP. II
	By:
Optionee
	Name:

Schedule A

Vesting Schedule

With respect to each calendar year within the Performance Period, the Option shall be exercisable to the extent that the Base Case is achieved during such period as follows:

(a) if Actual Internal EBITA for such calendar year is less than or equal to 95% of the Base Case for that year, the Option will not become exercisable for any Units at the end of that year;

(b) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of the Base Case for that year, the Option shall become exercisable for 1/6 of the Units (rounded to the nearest .0001 of a Unit) at the end of that year; and

(c) if Actual Internal EBITA for such calendar year is between 95% and 106.25% of the Base Case for that year, the number of Units that vest will be determined by interpolation at the linear rate of 1/67.5 of the Units per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Unit);

provided that any Units that do not vest at the end of a particular calendar year may vest at the end of a subsequent calendar year based on the cumulative Actual Internal EBITA as a percent of the cumulative Base Case. For example, if Actual Internal EBITA in 2005 is 100% of the Base Case, then approximately 7.41% of the Units vest on December 31, 2005 (1/67.5 x 5 Actual Internal EBITA percentage points), and if cumulative Actual Internal EBITA for 2005 and 2006 is 105% of the cumulative Base Case, then approximately 22.23% of the Units vest on December 31, 2006 ([1/67.5 x 10 Internal EBITA percentage points x 2 years] – 7.41%). For purposes of this Vesting Schedule:

“Performance Period” means the six (6) year period beginning on January 1, 2005.

“Actual Internal EBITA” means the Company’s actual earnings before interest, taxes and amortization for a year, determined based on the Company’s audited financials. Actual Internal EBITA shall not be reduced by costs of the acquisition of the Company by the Investors or the Company’s proposed spin-off of its availability services business or related items, management and transaction fees payable to the Investors or their affiliates, extraordinary items (as determined by the Compensation Committee in consultation with the CEO) or non-cash equity incentive expenses. Actual Internal EBITA shall be calculated without giving effect to purchase accounting and shall be adjusted in good faith by the Compensation Committee in consultation with the CEO to reflect the consequences of acquisitions and dispositions. Unless otherwise determined by the Board or Compensation Committee and agreed to by the CEO, the adjustment for acquisitions and dispositions shall be based on a cost of funds used for acquisitions and released by dispositions at a rate of 11%, compounded at the rate of 7.5% per annum, provided that transactions with a purchase price in excess of $50 million may merit an alternative adjustment, in which case the rate will be as mutually agreed by the CEO and the Board or Compensation Committee. Actual Internal EBITA targets shall be appropriately adjusted by the Compensation Committee in consultation with the CEO in case of changes in GAAP promulgated by FASB or the SEC or changes in depreciation methodology.

“Base Case” means the Actual Internal EBITA targets for the Company during each calendar year in the Performance Period, as set forth below:

Base Case	2005	2006	2007	2008	2009	2010
Actual Internal EBITA (in millions)

For the avoidance of doubt, year 2005 shall include EBITA accrued prior to the effective date of the Plan.

Exhibit A

Restrictive Covenants

1. Optionee will not render services for any organization or engage directly or indirectly in any business which, in the judgment and sole determination of the Chief Executive Officer of the Company or another senior officer designated by the Committee, is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company. If Optionee’s employment or other service with the Company has terminated, the judgment of the Chief Executive Officer or other designated officer will be based on Optionee’s position and responsibilities while employed by the Company, Optionee’s post-employment responsibilities and position with the other organization or business, the extent of past, current and potential competition or conflict between the Company and the other organization or business, the effect on the Company’s customers, suppliers, employees and competitors of Optionee’s assuming the post-employment position and such other considerations as are deemed relevant given the applicable facts and circumstances.

2. Optionee will not disclose to anyone outside the Company, or use other than in the Company’s business, any confidential or proprietary information or material relating to the business of the Company, acquired by Optionee either during or after employment with the Company. Optionee understands that the Company’s proprietary and confidential information includes, by way of example: (a) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (b) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (c) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (d) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (e) screen designs, report designs and other designs, concepts and visual expressions for software products; (f) employment and payroll records; (g) forecasts, budgets, acquisition models and other non-public financial information; and (h) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies.

3. Optionee will promptly communicate to the Company, in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “works and ideas”) pertaining to the Company’s business, whether or not patentable or copyrightable, that are made, written, developed, or conceived by Optionee, alone or with others, at any time (during or after business hours) while Optionee is employed by the Company or during the three months after Optionee’s employment terminates. Optionee understands that all of those works and ideas will be the Company’s exclusive property, and by accepting this Option Optionee assigns and agrees to assign all Optionee’s right, title and interest in those works and ideas to the Company. Optionee will sign all documents which the Company deems necessary to confirm its ownership of those works and ideas, and Optionee will cooperate fully with the Company to allow the Company to take full advantage of those works and ideas, including the securing of patent and/or

copyright protection and/or other similar rights in the United States and in foreign countries.

4. Optionee will not solicit or contact at any time, directly or through others, for the purpose or with the effect of competing or interfering with or harming any part of the Company’s business: (a) any customer or acquisition target under contract with the Company at any time during the last two years of Optionee’s employment with the Company; (b) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from the Company at any time during the last two years of Optionee’s employment with the Company; (c) any affiliate of any such customer or prospect; (d) any of the individual contacts established by the Company or Optionee or others at the Company during the period of Optionee’s employment with the Company; or (e) any individual who is an employee or independent contractor of the Company at the time of the solicitation or contact or who has been an employee or independent contractor within three months before such solicitation or contact.

Management Performance-Based Option-UK Resident

Name:

Number of Units:

Price per Unit: $18.00

Date of Grant: August 12, 2005

SUNGARD 2005 MANAGEMENT INCENTIVE PLAN

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDINGS CORP., SOLAR CAPITAL CORP. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”)

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

MANAGEMENT NON-QUALIFIED PERFORMANCE-BASED OPTION AGREEMENT

This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”) and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt.

1. Grant of Option. The Company and Lowerco (as applicable) grant to the Optionee as of August 12, 2005, an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Plan, that total number of Units, consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares as set forth in Schedule A (the “Shares”) at the aggregate price per Unit of $18.00. The Option will vest and become exercisable in accordance with Section 3 below.

The Option evidenced by this Agreement is intended to be a non-qualified option and is granted to the Optionee in an Employment capacity as an employee.

2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The terms “Change of Control,” “Disability” and “Fair Market Value” shall have the same meaning as set forth in the Stockholders Agreement as of the date hereof and without regard to any subsequent amendment thereof. The term “Performance Period” is defined in Schedule A. The following terms shall have the following meanings:

(a) “Adjustment Event” means (i) a cash distribution with respect to Shares paid to all or substantially all holders of Shares, other than cash dividends in respect of Shares declared by the Board as part of a regular dividend payment practice or stated cash dividend policy of the Company following an IPO, or (ii) a substantially pro rata redemption or substantially pro rata repurchase (in each case, as applicable, by the Company, Lowerco or any of their subsidiaries) of all or part of any class of Shares;

(b) “CEO” means the Chief Executive Officer of the Company.

(c) “Closing” means August 11, 2005;

(d) “Date of Termination” means the date that the termination of Optionee’s Employment with Employer is effective on account of Optionee’s death, Optionee’s Disability, termination by Employer for Cause or without Cause, or by Optionee, as the case may be; and “Year of Termination” means the fiscal year for the applicable Performance Period during which Optionee’s Date of Termination occurs;

(e) “Employer” means the Company or, as the case may be, its Affiliate with whom the Optionee has entered into an Employment relationship;

(f) “Family Member” means, with respect to Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which one or more of these persons (or Optionee) control the management of assets, or any other entity in which one or more of these persons (or Optionee) own more than fifty percent of the voting interests;

(g) “Investors” means investment funds advised by Silver Lake Partners, Bain Capital, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts, Providence Equity Partners and Texas Pacific Group that own capital stock of the Company;

(h) “Management Agreement” means the management agreement entered into as of the Closing between the Company and certain affiliates of the Investors, as it may be amended from time to time;

(i) “Restrictive Covenant” means any of the restrictive covenants set forth in Exhibit A, which is incorporated herein by reference;

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(j) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the date of grant, as it may be adjusted as provided herein; and

(k) “Vest on a Pro Rata Basis” means that the vesting of Optionee’s Option shall continue through the end of the Year of Termination (but not thereafter), provided that only a portion of the Option that otherwise would have vested at the end of such year shall vest, such portion being determined by multiplying (i) the number of Units subject to the Option that otherwise would have vested at the end of such year based upon attainment of pre-determined performance goals, by (ii) (A) the number of days in which Optionee was employed by Employer during the Year of Termination divided by (B) 365 (rounded to the nearest whole number of Units).

As used herein with respect to the Option, the term “vest” means to become exercisable in whole or in specified part.

3. Vesting of Option. The Option shall vest in accordance with Schedule A; provided, however, that:

(a) if the Optionee’s Employment terminates as a result of (i) termination of the Optionee by Employer without Cause, (ii) the Optionee’s retirement or (iii) the Optionee’s Disability or death, then the Option shall Vest on a Pro Rata Basis;

(b) if the Optionee’s Employment terminates as a result of resignation by the Optionee, then the Option shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Optionee;

(c) if the Optionee’s Employment as a result of termination by Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination; and

(d) upon a Change of Control during the Performance Period, the Compensation Committee of the Board and the CEO will determine in mutual consultation the effect of such Change of Control on the Option, which shall be treated in a manner they jointly consider equitable under the circumstances.

4. Exercise of Option.

(a) In General. The latest date on which this Option may be exercised is August 11, 2015, (the “Final Exercise Date”). Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided

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under the Plan and the Stockholders Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Companies at their principal offices, accompanied by payment in full as provided in the Plan. The Optionee shall not exercise this Option as to Shares of a single class but must exercise this Option as to Units. The purchase price may be paid by delivery of cash or check acceptable to the Administrator or, in case of an exercise on the Final Exercise Date, or after a Sale of a Business where the Optionee is employed by a Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions or a termination of Employment without Cause or as a result of the Optionee’s Disability or death, if and to the extent permitted by the Code (including Section 409A thereof) and if such exercise would not adversely affect any of the Companies’ results of operations under Generally Accepted Accounting Principles, by means of withholding of Units subject to the Option with an aggregate Fair Market Value equal to (i) the aggregate exercise price and (ii) if commercially reasonable for the Company or Lowerco, as the case may be, to so permit (taking into account its cash position in light of any contractual or legal restrictions) minimum statutory withholding taxes with respect to such exercise, or by such other method provided under the Plan and explicitly approved by the Administrator. In the event that this Option is exercised by a person other than the Optionee, the Companies will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option.

(b) Time To Exercise. The Option must be exercised no later than the Final Exercise Date, and if not exercised by such date, will thereupon terminate. The option must also be exercised by the termination of the Optionee’s Employment and, if not exercised by such date, will thereupon terminate, provided that, upon termination of the Optionee’s Employment (i) by Employer without Cause, (ii) by resignation by the Optionee, or (iii) as a result of a Disability or death, the Option will remain exercisable until the earlier of the 90^th day after the Date of Termination (or the one-year anniversary thereof, in the case of a termination resulting from Disability or death) or the Final Exercise Date, and will thereupon terminate, provided further that the Administrator shall extend the period to exercise the portion of the Option that vests after termination of Employment (but not beyond the Final Exercise Date) to the extent necessary to determine the Actual Internal EBITA (as defined in Schedule A) for the year containing the Date of Termination (or for the preceding year, as applicable).

5. Certain Calls and Puts. The Options granted hereunder and the related Shares are subject to the call and put rights contained in Section 6 of the Stockholders Agreement, except that such put rights shall be granted only if and to the extent permitted by the Code (including Section 409A thereof); provided, however, that the call rights

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contained in Section 6 of the Stockholders Agreement shall not apply in the event of a termination resulting from Disability or death.

6. Share Restrictions, etc. Except as expressly provided herein, the Optionee’s rights hereunder and with respect to Shares received upon exercise are subject to the restrictions and other provisions contained in the Stockholders Agreement.

7. Distributions, Redemptions, etc. On the occurrence of an Adjustment Event, the per-Unit exercise price of this Option, whether vested or unvested, shall be reduced by an amount equal to the product of (a) the per-share amount paid in connection with the Adjustment Event and (b) the number of shares of the class of stock affected by the Adjustment Event that were included in each Unit immediately prior to the Adjustment Event; provided, however, that any such reduction shall be limited to that portion of such amount which would not cause the per-Unit exercise price of the Option to be reduced below 25% of the fair market value, as of the date the Option was granted, of the Shares that are included in each Unit immediately following the Adjustment Event. In the case of a redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Optionee shall be entitled to receive any information reasonably requested regarding the composition of a Unit and the allocation of the Option’s exercise price among the Shares included in a Unit, as adjusted in accordance with this Section 7.

8. Forfeiture. Upon exercise, payment or delivery pursuant to this Option, Optionee shall certify on a form acceptable to the Committee that Optionee is in compliance with the Restrictive Covenants and all other agreements between Optionee and the Company. If the Company determines that Optionee is not in compliance with one or more of the Restrictive Covenants, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may cancel any unexercised portion. The Company shall also have the following (and only the following) additional remedies:

(a) During the six months after any exercise, payment or delivery of shares pursuant to this Option, such exercise, payment or delivery may be rescinded at the Company’s option if Optionee fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or if Optionee breaches any duty to the Company. The Company shall notify Optionee in writing of any such rescission within one year after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, Optionee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the

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time of the exchange) and (ii) the number of Shares received in connection with the rescinded exercise.

(b) The Company shall have the right to offset, against any Shares and any cash amounts due to Optionee under or by reason of Optionee’s holding this Option, any amounts to which the Company is entitled as a result of Optionee’s violation of the Restrictive Covenants or of any other agreement with the Company or Optionee’s breach of any duty to the Company. Accordingly, Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow.

Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or of any duty to the Company would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

9. Legends, etc. Shares issued upon exercise shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

10. Transfer of Option. This Option may only be transferred by the laws of descent and distribution, to a legal representative in the event of the Optionee’s incapacity, or to a Family Member with the consent of the Compensation Committee of the Board, such consent not to be unreasonably withheld.

11. Withholding. The exercise of the Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Companies in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Optionee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee and the Companies may so withhold as provided in Section 4(a) above.

12. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time. Optionee, in accepting this Option, represents and acknowledges that Optionee’s

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participation in the Plan is voluntary; that participation in the Plan is discretionary and does not form any part of Optionee’s contract of employment, if any, with the Company or any of its subsidiaries; and that Optionee has not been induced to participate in the Plan by any expectation of employment or continued employment with the Company or any of its subsidiaries. Optionee furthermore understands and acknowledges that the grant of this Stock Option is discretionary and a one-time occurrence, does not constitute any portion of Optionee’s regular remuneration and is not intended to be taken into account in calculating service-related benefits, and bears no guarantee or implication that any additional grant will be made in the future.

13. Personal Data. Optionee understands and acknowledges that in order to perform its obligations under the Plan, the Company and its subsidiaries may process personal data and/or sensitive personal data relating to Optionee. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data relating to Optionee, and information about Optionee’s participation in the Plan and the Shares acquired from time to time pursuant to the Plan. Optionee, in accepting this Option, gives his or her explicit and voluntary consent to the Company and its subsidiaries to process any such personal data and/or sensitive personal data. Optionee also hereby gives his or her explicit and voluntary consent to the Company and its subsidiaries to transfer any such personal data and/or sensitive personal data outside the country in which Optionee works or is employed. The legal persons for whom Optionee’s personal data are intended include the Company and any of its subsidiaries, any outside plan administrator or service provider selected by the Company or any of its subsidiaries from time to time, and any other person that the Administrator may find in its administration of the Plan to be appropriate. Optionee hereby acknowledges that he or she has been informed of his or her right of access and correction to his or her personal data by contacting his or her local human resources representative. Optionee understands that the transfer of the information described herein is important to the administration of the Plan and that failure to consent to the transmission of such information may limit or prohibit his or her participation in the Plan.

14. National Insurance Contributions. By acceptance of this Option the Optionee agrees to indemnify the Company and its subsidiaries for any employer’s Class 1 national insurance contributions due on the exercise of the Option.

15. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware in the United States of America without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement as a “Manager” as defined therein.

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Executed as of the              day of                     , 2005.

SunGard Capital Corp. and	SUNGARD CAPITAL CORP.
SunGard Capital Corp. II	SUNGARD CAPITAL CORP. II
	By:
Optionee
	Name:

Schedule A

Vesting Schedule

With respect to each calendar year within the Performance Period, the Option shall be exercisable to the extent that the Base Case is achieved during such period as follows:

(a) if Actual Internal EBITA for such calendar year is less than or equal to 95% of the Base Case for that year, the Option will not become exercisable for any Units at the end of that year;

(b) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of the Base Case for that year, the Option shall become exercisable for 1/6 of the Units (rounded to the nearest .0001 of a Unit) at the end of that year; and

(c) if Actual Internal EBITA for such calendar year is between 95% and 106.25% of the Base Case for that year, the number of Units that vest will be determined by interpolation at the linear rate of 1/67.5 of the Units per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Unit);

provided that any Units that do not vest at the end of a particular calendar year may vest at the end of a subsequent calendar year based on the cumulative Actual Internal EBITA as a percent of the cumulative Base Case. For example, if Actual Internal EBITA in 2005 is 100% of the Base Case, then approximately 7.41% of the Units vest on December 31, 2005 (1/67.5 x 5 Actual Internal EBITA percentage points), and if cumulative Actual Internal EBITA for 2005 and 2006 is 105% of the cumulative Base Case, then approximately 22.23% of the Units vest on December 31, 2006 ([1/67.5 x 10 Internal EBITA percentage points x 2 years] – 7.41%). For purposes of this Vesting Schedule:

“Performance Period” means the six (6) year period beginning on January 1, 2005.

“Actual Internal EBITA” means the Company’s actual earnings before interest, taxes and amortization for a year, determined based on the Company’s audited financials. Actual Internal EBITA shall not be reduced by costs of the acquisition of the Company by the Investors or the Company’s proposed spin-off of its availability services business or related items, management and transaction fees payable to the Investors or their affiliates, extraordinary items (as determined by the Compensation Committee in consultation with the CEO) or non-cash equity incentive expenses. Actual Internal EBITA shall be calculated without giving effect to purchase accounting and shall be adjusted in good faith by the Compensation Committee in consultation with the CEO to reflect the consequences of acquisitions and dispositions. Unless otherwise determined by the Board or Compensation Committee and agreed to by the CEO, the adjustment for acquisitions and dispositions shall be based on a cost of funds used for acquisitions and released by dispositions at a rate of 11%, compounded at the rate of 7.5% per annum, provided that transactions with a purchase price in excess of $50 million may merit an alternative adjustment, in which case the rate will be as mutually agreed by the CEO and the Board or Compensation Committee. Actual Internal EBITA targets shall be appropriately adjusted by the Compensation Committee in consultation with the CEO in case of changes in GAAP promulgated by FASB or the SEC or changes in depreciation methodology.

“Base Case” means the Actual Internal EBITA targets for the Company during each calendar year in the Performance Period, as set forth below:

Base Case	2005	2006	2007	2008	2009	2010
Actual Internal EBITA (in millions)

For the avoidance of doubt, year 2005 shall include EBITA accrued prior to the effective date of the Plan.

Exhibit A

Restrictive Covenants

1. Optionee will not render services for any organization or engage directly or indirectly in any business which, in the judgment and sole determination of the Chief Executive Officer of the Company or another senior officer designated by the Committee, is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company. If Optionee’s employment or other service with the Company has terminated, the judgment of the Chief Executive Officer or other designated officer will be based on Optionee’s position and responsibilities while employed by the Company, Optionee’s post-employment responsibilities and position with the other organization or business, the extent of past, current and potential competition or conflict between the Company and the other organization or business, the effect on the Company’s customers, suppliers, employees and competitors of Optionee’s assuming the post-employment position and such other considerations as are deemed relevant given the applicable facts and circumstances.

2. Optionee will not disclose to anyone outside the Company, or use other than in the Company’s business, any confidential or proprietary information or material relating to the business of the Company, acquired by Optionee either during or after employment with the Company. Optionee understands that the Company’s proprietary and confidential information includes, by way of example: (a) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (b) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (c) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (d) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (e) screen designs, report designs and other designs, concepts and visual expressions for software products; (f) employment and payroll records; (g) forecasts, budgets, acquisition models and other non-public financial information; and (h) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies.

3. Optionee will promptly communicate to the Company, in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “works and ideas”) pertaining to the Company’s business, whether or not patentable or copyrightable, that are made, written, developed, or conceived by Optionee, alone or with others, at any time (during or after business hours) while Optionee is employed by the Company or during the three months after Optionee’s employment terminates. Optionee understands that all of those works and ideas will be the Company’s exclusive property, and by accepting this Option Optionee assigns and agrees to assign all Optionee’s right, title and interest in those works and ideas to the Company. Optionee will sign all documents which the Company deems necessary to confirm its ownership of those works and ideas, and Optionee will cooperate fully with the Company to allow the Company to take full advantage of those works and ideas, including the securing of patent and/or

copyright protection and/or other similar rights in the United States and in foreign countries.

4. Optionee will not solicit or contact at any time, directly or through others, for the purpose or with the effect of competing or interfering with or harming any part of the Company’s business: (a) any customer or acquisition target under contract with the Company at any time during the last two years of Optionee’s employment with the Company; (b) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from the Company at any time during the last two years of Optionee’s employment with the Company; (c) any affiliate of any such customer or prospect; (d) any of the individual contacts established by the Company or Optionee or others at the Company during the period of Optionee’s employment with the Company; or (e) any individual who is an employee or independent contractor of the Company at the time of the solicitation or contact or who has been an employee or independent contractor within three months before such solicitation or contact.

Management Performance-Based Option-Non U.S. Resident

Name:

Number of Units:

Price per Unit: $18.00

Date of Grant: August 12, 2005

SUNGARD 2005 MANAGEMENT INCENTIVE PLAN

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDINGS CORP., SOLAR CAPITAL CORP. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”)

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

MANAGEMENT NON-QUALIFIED PERFORMANCE-BASED OPTION AGREEMENT

This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”) and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt.

1. Grant of Option. The Company and Lowerco (as applicable) grant to the Optionee as of August 12, 2005, an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Plan, that total number of Units, consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares as set forth in Schedule A (the “Shares”) at the aggregate price per Unit of $18.00. The Option will vest and become exercisable in accordance with Section 3 below.

The Option evidenced by this Agreement is intended to be a non-qualified option and is granted to the Optionee in an Employment capacity as an employee.

2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The terms “Change of Control,” “Disability” and “Fair Market Value” shall have the same meaning as set forth in the Stockholders Agreement as of the date hereof and without regard to any subsequent amendment thereof. The term “Performance Period” is defined in Schedule A. The following terms shall have the following meanings:

(a) “Adjustment Event” means (i) a cash distribution with respect to Shares paid to all or substantially all holders of Shares, other than cash dividends in respect of Shares declared by the Board as part of a regular dividend payment practice or stated cash dividend policy of the Company following an IPO, or (ii) a substantially pro rata redemption or substantially pro rata repurchase (in each case, as applicable, by the Company, Lowerco or any of their subsidiaries) of all or part of any class of Shares;

(b) “CEO” means the Chief Executive Officer of the Company.

(c) “Closing” means August 11, 2005;

(d) “Date of Termination” means the date that the termination of Optionee’s Employment with Employer is effective on account of Optionee’s death, Optionee’s Disability, termination by Employer for Cause or without Cause, or by Optionee, as the case may be; and “Year of Termination” means the fiscal year for the applicable Performance Period during which Optionee’s Date of Termination occurs;

(e) “Employer” means the Company or, as the case may be, its Affiliate with whom the Optionee has entered into an Employment relationship;

(f) “Family Member” means, with respect to Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which one or more of these persons (or Optionee) control the management of assets, or any other entity in which one or more of these persons (or Optionee) own more than fifty percent of the voting interests;

(g) “Investors” means investment funds advised by Silver Lake Partners, Bain Capital, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts, Providence Equity Partners and Texas Pacific Group that own capital stock of the Company;

(h) “Management Agreement” means the management agreement entered into as of the Closing between the Company and certain affiliates of the Investors, as it may be amended from time to time;

(i) “Restrictive Covenant” means any of the restrictive covenants set forth in Exhibit A, which is incorporated herein by reference;

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(j) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the date of grant, as it may be adjusted as provided herein; and

(k) “Vest on a Pro Rata Basis” means that the vesting of Optionee’s Option shall continue through the end of the Year of Termination (but not thereafter), provided that only a portion of the Option that otherwise would have vested at the end of such year shall vest, such portion being determined by multiplying (i) the number of Units subject to the Option that otherwise would have vested at the end of such year based upon attainment of pre-determined performance goals, by (ii) (A) the number of days in which Optionee was employed by Employer during the Year of Termination divided by (B) 365 (rounded to the nearest whole number of Units).

As used herein with respect to the Option, the term “vest” means to become exercisable in whole or in specified part.

3. Vesting of Option. The Option shall vest in accordance with Schedule A; provided, however, that:

(a) if the Optionee’s Employment terminates as a result of (i) termination of the Optionee by Employer without Cause, (ii) the Optionee’s retirement or (iii) the Optionee’s Disability or death, then the Option shall Vest on a Pro Rata Basis;

(b) if the Optionee’s Employment terminates as a result of resignation by the Optionee, then the Option shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Optionee;

(c) if the Optionee’s Employment as a result of termination by Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination; and

(d) upon a Change of Control during the Performance Period, the Compensation Committee of the Board and the CEO will determine in mutual consultation the effect of such Change of Control on the Option, which shall be treated in a manner they jointly consider equitable under the circumstances.

4. Exercise of Option.

(a) In General. The latest date on which this Option may be exercised is August 11, 2015, (the “Final Exercise Date”). Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided

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under the Plan and the Stockholders Agreement), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Companies at their principal offices, accompanied by payment in full as provided in the Plan. The Optionee shall not exercise this Option as to Shares of a single class but must exercise this Option as to Units. The purchase price may be paid by delivery of cash or check acceptable to the Administrator or, in case of an exercise on the Final Exercise Date, or after a Sale of a Business where the Optionee is employed by a Sold Business and is not offered employment with a Retained Business on substantially similar terms and conditions or a termination of Employment without Cause or as a result of the Optionee’s Disability or death, if and to the extent permitted by the Code (including Section 409A thereof) and if such exercise would not adversely affect any of the Companies’ results of operations under Generally Accepted Accounting Principles, by means of withholding of Units subject to the Option with an aggregate Fair Market Value equal to (i) the aggregate exercise price and (ii) if commercially reasonable for the Company or Lowerco, as the case may be, to so permit (taking into account its cash position in light of any contractual or legal restrictions) minimum statutory withholding taxes with respect to such exercise, or by such other method provided under the Plan and explicitly approved by the Administrator. In the event that this Option is exercised by a person other than the Optionee, the Companies will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Option.

(b) Time To Exercise. The Option must be exercised no later than the Final Exercise Date, and if not exercised by such date, will thereupon terminate. The option must also be exercised by the termination of the Optionee’s Employment and, if not exercised by such date, will thereupon terminate, provided that, upon termination of the Optionee’s Employment (i) by Employer without Cause, (ii) by resignation by the Optionee, or (iii) as a result of a Disability or death, the Option will remain exercisable until the earlier of the 90^th day after the Date of Termination (or the one-year anniversary thereof, in the case of a termination resulting from Disability or death) or the Final Exercise Date, and will thereupon terminate, provided further that the Administrator shall extend the period to exercise the portion of the Option that vests after termination of Employment (but not beyond the Final Exercise Date) to the extent necessary to determine the Actual Internal EBITA (as defined in Schedule A) for the year containing the Date of Termination (or for the preceding year, as applicable).

5. Certain Calls and Puts. The Options granted hereunder and the related Shares are subject to the call and put rights contained in Section 6 of the Stockholders Agreement, except that such put rights shall be granted only if and to the extent permitted by the Code (including Section 409A thereof); provided, however, that the call rights

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contained in Section 6 of the Stockholders Agreement shall not apply in the event of a termination resulting from Disability or death.

6. Share Restrictions, etc. Except as expressly provided herein, the Optionee’s rights hereunder and with respect to Shares received upon exercise are subject to the restrictions and other provisions contained in the Stockholders Agreement.

7. Distributions, Redemptions, etc. On the occurrence of an Adjustment Event, the per-Unit exercise price of this Option, whether vested or unvested, shall be reduced by an amount equal to the product of (a) the per-share amount paid in connection with the Adjustment Event and (b) the number of shares of the class of stock affected by the Adjustment Event that were included in each Unit immediately prior to the Adjustment Event; provided, however, that any such reduction shall be limited to that portion of such amount which would not cause the per-Unit exercise price of the Option to be reduced below 25% of the fair market value, as of the date the Option was granted, of the Shares that are included in each Unit immediately following the Adjustment Event. In the case of a redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Optionee shall be entitled to receive any information reasonably requested regarding the composition of a Unit and the allocation of the Option’s exercise price among the Shares included in a Unit, as adjusted in accordance with this Section 7.

8. Forfeiture. Upon exercise, payment or delivery pursuant to this Option, Optionee shall certify on a form acceptable to the Committee that Optionee is in compliance with the Restrictive Covenants and all other agreements between Optionee and the Company. If the Company determines that Optionee is not in compliance with one or more of the Restrictive Covenants, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may cancel any unexercised portion. The Company shall also have the following (and only the following) additional remedies:

(a) During the six months after any exercise, payment or delivery of shares pursuant to this Option, such exercise, payment or delivery may be rescinded at the Company’s option if Optionee fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or if Optionee breaches any duty to the Company. The Company shall notify Optionee in writing of any such rescission within one year after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, Optionee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the

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time of the exchange) and (ii) the number of Shares received in connection with the rescinded exercise.

(b) The Company shall have the right to offset, against any Shares and any cash amounts due to Optionee under or by reason of Optionee’s holding this Option, any amounts to which the Company is entitled as a result of Optionee’s violation of the Restrictive Covenants or of any other agreement with the Company or Optionee’s breach of any duty to the Company. Accordingly, Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow.

Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or of any duty to the Company would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

9. Legends, etc. Shares issued upon exercise shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

10. Transfer of Option. This Option may only be transferred by the laws of descent and distribution, to a legal representative in the event of the Optionee’s incapacity, or to a Family Member with the consent of the Compensation Committee of the Board, such consent not to be unreasonably withheld.

11. Withholding. The exercise of the Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Companies in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Optionee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee and the Companies may so withhold as provided in Section 4(a) above.

12. Effect on Employment. Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time. Optionee, in accepting this Option, represents and acknowledges that Optionee’s

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participation in the Plan is voluntary; that participation in the Plan is discretionary and does not form any part of Optionee’s contract of employment, if any, with the Company or any of its subsidiaries; and that Optionee has not been induced to participate in the Plan by any expectation of employment or continued employment with the Company or any of its subsidiaries. Optionee furthermore understands and acknowledges that the grant of this Stock Option is discretionary and a one-time occurrence, does not constitute any portion of Optionee’s regular remuneration and is not intended to be taken into account in calculating service-related benefits, and bears no guarantee or implication that any additional grant will be made in the future.

13. Personal Data. Optionee understands and acknowledges that in order to perform its obligations under the Plan, the Company and its subsidiaries may process personal data and/or sensitive personal data relating to Optionee. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data relating to Optionee, and information about Optionee’s participation in the Plan and the Shares acquired from time to time pursuant to the Plan. Optionee, in accepting this Option, gives his or her explicit and voluntary consent to the Company and its subsidiaries to process any such personal data and/or sensitive personal data. Optionee also hereby gives his or her explicit and voluntary consent to the Company and its subsidiaries to transfer any such personal data and/or sensitive personal data outside the country in which Optionee works or is employed. The legal persons for whom Optionee’s personal data are intended include the Company and any of its subsidiaries, any outside plan administrator or service provider selected by the Company or any of its subsidiaries from time to time, and any other person that the Administrator may find in its administration of the Plan to be appropriate. Optionee hereby acknowledges that he or she has been informed of his or her right of access and correction to his or her personal data by contacting his or her local human resources representative. Optionee understands that the transfer of the information described herein is important to the administration of the Plan and that failure to consent to the transmission of such information may limit or prohibit his or her participation in the Plan.

14. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware in the United States of America without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement as a “Manager” as defined therein.

[SIGNATURE PAGE FOLLOWS]

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Executed as of the          day of                             , 2005.

SunGard Capital Corp. and	SUNGARD CAPITAL CORP.
SunGard Capital Corp. II	SUNGARD CAPITAL CORP. II
	By:
Optionee
	Name:

Schedule A

Vesting Schedule

With respect to each calendar year within the Performance Period, the Option shall be exercisable to the extent that the Base Case is achieved during such period as follows:

(a) if Actual Internal EBITA for such calendar year is less than or equal to 95% of the Base Case for that year, the Option will not become exercisable for any Units at the end of that year;

(b) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of the Base Case for that year, the Option shall become exercisable for 1/6 of the Units (rounded to the nearest .0001 of a Unit) at the end of that year; and

(c) if Actual Internal EBITA for such calendar year is between 95% and 106.25% of the Base Case for that year, the number of Units that vest will be determined by interpolation at the linear rate of 1/67.5 of the Units per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Unit);

provided that any Units that do not vest at the end of a particular calendar year may vest at the end of a subsequent calendar year based on the cumulative Actual Internal EBITA as a percent of the cumulative Base Case. For example, if Actual Internal EBITA in 2005 is 100% of the Base Case, then approximately 7.41% of the Units vest on December 31, 2005 (1/67.5 x 5 Actual Internal EBITA percentage points), and if cumulative Actual Internal EBITA for 2005 and 2006 is 105% of the cumulative Base Case, then approximately 22.23% of the Units vest on December 31, 2006 ([1/67.5 x 10 Internal EBITA percentage points x 2 years] – 7.41%). For purposes of this Vesting Schedule:

“Performance Period” means the six (6) year period beginning on January 1, 2005.

“Actual Internal EBITA” means the Company’s actual earnings before interest, taxes and amortization for a year, determined based on the Company’s audited financials. Actual Internal EBITA shall not be reduced by costs of the acquisition of the Company by the Investors or the Company’s proposed spin-off of its availability services business or related items, management and transaction fees payable to the Investors or their affiliates, extraordinary items (as determined by the Compensation Committee in consultation with the CEO) or non-cash equity incentive expenses. Actual Internal EBITA shall be calculated without giving effect to purchase accounting and shall be adjusted in good faith by the Compensation Committee in consultation with the CEO to reflect the consequences of acquisitions and dispositions. Unless otherwise determined by the Board or Compensation Committee and agreed to by the CEO, the adjustment for acquisitions and dispositions shall be based on a cost of funds used for acquisitions and released by dispositions at a rate of 11%, compounded at the rate of 7.5% per annum, provided that transactions with a purchase price in excess of $50 million may merit an alternative adjustment, in which case the rate will be as mutually agreed by the CEO and the Board or Compensation Committee. Actual Internal EBITA targets shall be appropriately adjusted by the Compensation Committee in consultation with the CEO in case of changes in GAAP promulgated by FASB or the SEC or changes in depreciation methodology.

“Base Case” means the Actual Internal EBITA targets for the Company during each calendar year in the Performance Period, as set forth below:

Base Case	2005	2006	2007	2008	2009	2010
Actual Internal EBITA (in millions)

For the avoidance of doubt, year 2005 shall include EBITA accrued prior to the effective date of the Plan.

Exhibit A

Restrictive Covenants

1. Optionee will not render services for any organization or engage directly or indirectly in any business which, in the judgment and sole determination of the Chief Executive Officer of the Company or another senior officer designated by the Committee, is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company. If Optionee’s employment or other service with the Company has terminated, the judgment of the Chief Executive Officer or other designated officer will be based on Optionee’s position and responsibilities while employed by the Company, Optionee’s post-employment responsibilities and position with the other organization or business, the extent of past, current and potential competition or conflict between the Company and the other organization or business, the effect on the Company’s customers, suppliers, employees and competitors of Optionee’s assuming the post-employment position and such other considerations as are deemed relevant given the applicable facts and circumstances.

2. Optionee will not disclose to anyone outside the Company, or use other than in the Company’s business, any confidential or proprietary information or material relating to the business of the Company, acquired by Optionee either during or after employment with the Company. Optionee understands that the Company’s proprietary and confidential information includes, by way of example: (a) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (b) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (c) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (d) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (e) screen designs, report designs and other designs, concepts and visual expressions for software products; (f) employment and payroll records; (g) forecasts, budgets, acquisition models and other non-public financial information; and (h) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies.

3. Optionee will promptly communicate to the Company, in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “works and ideas”) pertaining to the Company’s business, whether or not patentable or copyrightable, that are made, written, developed, or conceived by Optionee, alone or with others, at any time (during or after business hours) while Optionee is employed by the Company or during the three months after Optionee’s employment terminates. Optionee understands that all of those works and ideas will be the Company’s exclusive property, and by accepting this Option Optionee assigns and agrees to assign all Optionee’s right, title and interest in those works and ideas to the Company. Optionee will sign all documents which the Company deems necessary to confirm its ownership of those works and ideas, and Optionee will cooperate fully with the Company to allow the Company to take full advantage of those works and ideas, including the securing of patent and/or

copyright protection and/or other similar rights in the United States and in foreign countries.

4. Optionee will not solicit or contact at any time, directly or through others, for the purpose or with the effect of competing or interfering with or harming any part of the Company’s business: (a) any customer or acquisition target under contract with the Company at any time during the last two years of Optionee’s employment with the Company; (b) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from the Company at any time during the last two years of Optionee’s employment with the Company; (c) any affiliate of any such customer or prospect; (d) any of the individual contacts established by the Company or Optionee or others at the Company during the period of Optionee’s employment with the Company; or (e) any individual who is an employee or independent contractor of the Company at the time of the solicitation or contact or who has been an employee or independent contractor within three months before such solicitation or contact.

EX-31.1

EXHIBIT 31.1

Certification of Cristóbal Conde

Required by Rule 13a-14(a) or Rule 15d-14(a) and

Section 302 of the Sarbanes-Oxley Act of 2002

I, Cristóbal Conde, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SunGard Data Systems Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2005

/s/ Cristóbal Conde

Cristóbal Conde

President and Chief Executive Officer

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EX-31.2

EXHIBIT 31.2

Certification of Michael J. Ruane

Required by Rule 13a-14(a) or Rule 15d-14(a) and

Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael J. Ruane, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SunGard Data Systems Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2005

/s/ Michael J. Ruane

Michael J. Ruane

Senior Vice President-Finance and Chief Financial Officer

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EX-32.1

EXHIBIT 32.1

Certification of Cristóbal Conde

Required by Rule 13a-14(b) or Rule 15d-14(b) and

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.(S) 1350, as adopted), I, Cristóbal Conde, Chief Executive Officer of SunGard Data Systems Inc. (the “Company”), hereby certify that to my knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2005 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 9, 2005

/s/ Cristóbal Conde

Cristóbal Conde

Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to SunGard Data Systems Inc. and will be retained by SunGard Data Systems Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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EX-32.2

EXHIBIT 32.2

Certification of Michael J. Ruane

Required by Rule 13a-14(b) or Rule 15d-14(b) and

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.(S) 1350, as adopted), I, Michael J. Ruane, Chief Financial Officer of SunGard Data Systems Inc. (the “Company”), hereby certify that to my knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2005 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 9, 2005

/s/ Michael J. Ruane

Michael J. Ruane

Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to SunGard Data Systems Inc. and will be retained by SunGard Data Systems Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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