GUARANTEE AND COLLATERAL AGREEMENT



 Exhibit 4.3.2 
 EXECUTION COPY 
  

 GUARANTEE AND COLLATERAL AGREEMENT 
 made by 
 METAVANTE TECHNOLOGIES, INC., 
 as Holdings 
 METAVANTE CORPORATION, 
 as Borrower

 and certain of its Subsidiaries 
 in favor of 
 JPMORGAN CHASE BANK, N.A., 
 as Administrative Agent 
 Dated as of November 1, 2007 
  








 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	 SECTION 1.
	  	DEFINED TERMS	  	1
	 1.1
	  	Definitions	  	1
	 1.2
	  	Other Definitional Provisions	  	4
			
	 SECTION 2.
	  	GUARANTEE	  	4
	 2.1
	  	Guarantee	  	4
	 2.2
	  	Right of Contribution	  	5
	 2.3
	  	No Subrogation	  	5
	 2.4
	  	Amendments, etc. with respect to the Borrower Obligations	  	6
	 2.5
	  	Guarantee Absolute and Unconditional	  	6
	 2.6
	  	Reinstatement	  	7
	 2.7
	  	Payments	  	7
			
	 SECTION 3.
	  	GRANT OF SECURITY INTEREST	  	7
			
	 SECTION 4.
	  	REPRESENTATIONS AND WARRANTIES	  	8
	 4.1
	  	Title; No Other Liens	  	8
	 4.2
	  	Perfected First Priority Liens	  	9
	 4.3
	  	Jurisdiction of Organization; Chief Executive Office	  	9
	 4.4
	  	Inventory and Equipment	  	9
	 4.5
	  	Investment Property	  	9
	 4.6
	  	Receivables	  	10
	 4.7
	  	Intellectual Property	  	10
	 4.8
	  	Commercial Tort Claims	  	10
			
	 SECTION 5.
	  	COVENANTS	  	11
	 5.1
	  	Delivery of Instruments, Certificated Securities and Chattel Paper	  	11
	 5.2
	  	Maintenance of Insurance	  	11
	 5.3
	  	Payment of Obligations	  	11
	 5.4
	  	Maintenance of Perfected Security Interest; Further Documentation	  	11
	 5.5
	  	Changes in Locations, Name, etc	  	12
	 5.6
	  	Notices	  	12
	 5.7
	  	Investment Property	  	12
	 5.8
	  	Receivables	  	13
	 5.9
	  	Intellectual Property	  	13
	 5.10
	  	Commercial Tort Claims	  	15
			
	 SECTION 6.
	  	REMEDIAL PROVISIONS	  	15
	 6.1
	  	Certain Matters Relating to Receivables	  	15
	 6.2
	  	Communications with Obligors; Grantors Remain Liable	  	16
	 6.3
	  	Pledged Stock	  	16
	 6.4
	  	Proceeds to be Turned Over To Administrative Agent	  	17
	 6.5
	  	Application of Proceeds	  	17
	 6.6
	  	Code and Other Remedies	  	18
	 6.7
	  	Deficiency	  	19

  

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	 6.8
	  	Subordination	  	19
			
	 SECTION 7.
	  	THE ADMINISTRATIVE AGENT	  	19
	 7.1
	  	Administrative Agent’s Appointment as Attorney-in-Fact, etc	  	19
	 7.2
	  	Duty of Administrative Agent	  	20
	 7.3
	  	Execution of Financing Statements	  	21
	 7.4
	  	Authority of Administrative Agent	  	21
			
	 SECTION 8.
	  	MISCELLANEOUS	  	21
	 8.1
	  	Amendments in Writing	  	21
	 8.2
	  	Notices	  	21
	 8.3
	  	No Waiver by Course of Conduct; Cumulative Remedies	  	21
	 8.4
	  	Enforcement Expenses; Indemnification	  	22
	 8.5
	  	Successors and Assigns	  	22
	 8.6
	  	Set-Off	  	22
	 8.7
	  	Counterparts	  	22
	 8.8
	  	Severability	  	22
	 8.9
	  	Section Headings	  	23
	 8.10
	  	Integration	  	23
	 8.11
	  	GOVERNING LAW	  	23
	 8.12
	  	Submission To Jurisdiction; Waivers	  	23
	 8.13
	  	Acknowledgements	  	23
	 8.14
	  	Additional Grantors	  	24
	 8.15
	  	Releases	  	24
	 8.16
	  	WAIVER OF JURY TRIAL	  	24
		
	SCHEDULES	  	
			
	 Schedule 1
	  	Notice Addresses	  	
	 Schedule 2
	  	Investment Property	  	
	 Schedule 3
	  	Perfection Matters	  	
	 Schedule 4
	  	Jurisdictions of Organization and Chief Executive Offices	  	
	 Schedule 5
	  	Inventory and Equipment Locations	  	
	 Schedule 6
	  	Intellectual Property	  	
	 Schedule 7
	  	Commercial Tort Claims	  	

  

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 GUARANTEE AND COLLATERAL AGREEMENT 
 GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 1, 2007, made by each of the signatories hereto (together with any other entity that may
become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions
or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of November 1, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among
METAVANTE TECHNOLOGIES, INC. (“Holdings”), METAVANTE CORPORATION (the “Borrower”), the Lenders and the Administrative Agent. 
 WITNESSETH: 
 WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make
extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; 
 WHEREAS, the Borrower is a member of
an affiliated group of companies that includes each other Grantor; 
 WHEREAS, the proceeds of the extensions of credit under the Credit
Agreement will be used in part to enable the Borrower to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses; 
 WHEREAS, the Borrower and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from
the making of the extensions of credit under the Credit Agreement; and 
 WHEREAS, it is a condition precedent to the obligation of the
Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Secured Parties;

 NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement
and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Administrative Agent, for the ratable benefit of the Secured Parties, as follows: 
 SECTION 1. DEFINED TERMS 
 1.1
Definitions. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York
UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Documents, Equipment, Fixtures, General Intangibles, Instruments, Inventory, Letter-of-Credit Rights, Money and Supporting Obligations. 
 (b) The following terms shall have the following meanings: 
 “Agreement”: this Guarantee and Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time. 







 “Borrower Obligations”: the collective reference to the unpaid principal of and interest
on the Loans and Reimbursement Obligations and all other obligations and liabilities of the Borrower (including, without limitation, interest (if any) accruing at the then applicable rate provided in the Credit Agreement after the maturity of the
Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating
to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Lender (or, in the case of any Specified Swap Agreement or any Specified Cash Management Agreement,
any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan
Documents, any Letter of Credit, any Specified Swap Agreement or any Specified Cash Management Agreement, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including,
without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required (to the extent required) to be paid by the Borrower pursuant to the terms of any of the foregoing agreements). 
 “Collateral”: as defined in Section 3. 
 “Collateral Account”: any collateral account established by the Administrative Agent as provided in Section 6.1 or 6.4. 
 “Contracts”: any contract or agreement between a Grantor and any Person, or an invoice sent by such Grantor, pursuant to or under which
a Receivable shall arise or be created, or which evidences a Receivable. 
 “Copyrights”: (i) all copyrights and works
of authorship arising under the laws of the United States, any other jurisdiction, country or any political subdivision thereof, in any media, whether registered or unregistered and whether published or unpublished (including, without limitation,
those listed on Schedule 6), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations and applications in the United States Copyright Office, and (ii) the
right to obtain all renewals thereof. 
 “Deposit Account”: as defined in the Uniform Commercial Code of any applicable
jurisdiction and, in any event, including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution. 
 “Foreign Subsidiary”: any Subsidiary of the Borrower organized under the laws of any jurisdiction outside the United States of America. 
 “Foreign Subsidiary Voting Stock”: the voting Capital Stock of any Foreign Subsidiary. 
 “Guarantor Obligations”: with respect to any Guarantor, any and all obligations and liabilities of such Guarantor which may arise under
or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document, any Specified Swap Agreement or any Specified Cash Management Agreement to which such Guarantor is a party, in each case whether on
account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be
paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document). 
  

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 “Guarantors”: the collective reference to each Grantor other than the Borrower.

 “Infringement”: infringement, misappropriation, dilution or other violation. 
 “Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether
arising under United States, multinational or foreign laws or otherwise, including, without limitation, Copyrights, Patents, Trademarks and any right under any agreement naming any Grantor as licensor or licensee grating any right under any
Copyright, Patent or Trademark (including, without limitation, those listed on Schedule 6), and all rights to sue at law or in equity for any Infringement of any of the foregoing, including the right to receive all proceeds and damages
therefrom. 
 “Intercompany Note”: any promissory note evidencing loans made by any Grantor to Holdings or any of its
Subsidiaries. 
 “Investment Property”: the collective reference to (i) all “investment property” as such
term is defined in Section 9-102(a)(49) of the New York UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of “Pledged Stock”) and (ii) whether or not constituting “investment property” as
so defined, all Pledged Notes and all Pledged Stock. 
 “Issuers”: the collective reference to each issuer of any Investment
Property. 
 “New York UCC”: the Uniform Commercial Code as from time to time in effect in the State of New York.

 “Obligations”: (i) in the case of the Borrower, the Borrower Obligations, and (ii) in the case of each
Guarantor, its Guarantor Obligations. 
 “Patents”: all (i) letters patent of the United States, any other
jurisdiction, country or any political subdivision thereof, (ii) all applications for letters patent of the United States or any other jurisdiction, country or any political subdivision thereof and (iii) reissues, continuations,
continuations-in-part, divisions or extensions of the foregoing, similar legal protections related thereto, or rights to obtain the foregoing, in each case, without limitation, any of (i), (ii) or (iii) listed on Schedule 6.

 “Pledged Notes”: all promissory notes listed on Schedule 2, all Intercompany Notes at any time issued to any
Grantor and all other promissory notes issued to or held by any Grantor (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business). 
 “Pledged Stock”: the shares of Capital Stock listed on Schedule 2, together with any other shares, stock certificates, options,
interests or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided that in no event shall more than 65% of the total
outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary (or of a Subsidiary that is a holding company of equity interests in Foreign Subsidiaries to the extent such Subsidiary’s only assets consist of equity interests in Foreign
Subsidiaries) be required to be pledged hereunder. 
  

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 “Proceeds”: all “proceeds” as such term is defined in
Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto. 
 “Registered Intellectual Property”: all registrations and applications for registration of Trademarks, Patents and Copyrights.

 “Receivable”: any right to payment for goods sold or leased or for services rendered, whether or not such right is
evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account). 
 “Restricted Funds”: funds held in a fiduciary capacity by the Borrower or any Loan Party for payment to a third party and any account related thereto, and any funds held in any payroll account, tax withholding account or
zero-balance account. 
 “Secured Parties”: the collective reference to the Administrative Agent, the Lenders and any
affiliate of any Lender to which Borrower Obligations or Guarantor Obligations, as applicable, are owed. 
 “Securities
Act”: the Securities Act of 1933, as amended. 
 “Trademarks”: (i) all trademarks, trade names, brand names,
corporate names, company names, business names, fictitious business names, trade styles, trade dress, domain names, service marks, logos and other source or business identifiers, and all goodwill associated therewith or symbolized thereby, now
existing or hereafter adopted or acquired, all registrations thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof
or any other jurisdiction, country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing listed on Schedule 6, and (ii) the right to obtain all
renewals thereof. 
 1.2 Other Definitional Provisions. (a) The words “hereof”, “herein”, “hereto”
and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless
otherwise specified. 
 (b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of
such terms. 
 (c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor,
shall refer to such Grantor’s Collateral or the relevant part thereof. 
 SECTION 2. GUARANTEE 
 2.1 Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative
Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at stated maturity, by acceleration or
otherwise) of the Borrower Obligations. 
  

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 (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability
of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the
right of contribution established in Section 2.2). 
 (c) Each Guarantor agrees that the Borrower Obligations may at any time and from
time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. 
 (d) The guarantee contained in this Section 2 shall remain in full force and effect until (i) the Commitments have been terminated and
(ii) all the Borrower Obligations (other than contingent indemnity obligations with respect to unasserted claims) and the Guarantor Obligations under the guarantee contained in this Section 2 shall have been satisfied by payment in full
and no Letter of Credit shall be outstanding (or have been cash collateralized or otherwise subject to arrangements reasonably acceptable to the Administrative Agent), notwithstanding that from time to time during the term of the Credit Agreement
the Borrower may be free from any Borrower Obligations. 
 (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or
any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or
application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such
payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the
maximum liability of such Guarantor hereunder until the Commitments have been terminated and the Borrower Obligations (other than, in each case, indemnities and other contingent obligations not then due and payable) are paid in full and no Letter of
Credit shall be outstanding (or have been cash collateralized or otherwise subject to arrangements reasonably acceptable to the Administrative Agent). 
 2.2 Right of Contribution. Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary
Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder which has not paid its proportionate share of such payment. Each Subsidiary Guarantor’s right of contribution shall be
subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent and the Lenders, and each Subsidiary
Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder. 
 2.3 No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any
of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower
Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent
and the Lenders by the Borrower on account of the Borrower Obligations (other than, in each case, indemnities and other contingent obligations not then due and payable) are paid in full, 

  

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no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation
rights at any time when all of the Borrower Obligations (other than, in each case, indemnities and other contingent Obligations not then due and payable) shall not have been paid in full, such amount shall be held by such Guarantor in trust for the
Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the same form received by such Guarantor (duly indorsed by such
Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, then due in such order as set forth in the Credit Agreement or as set forth in Section 6.5 hereof (as applicable). 
 2.4 Amendments, etc. with respect to the Borrower Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative
Agent or such Lender and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents
and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may reasonably
deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or
released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee contained in this Section 2
or any property subject thereto. 
 2.5 Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the
creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in
this Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and
all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee
contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor
understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any
other Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any
defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other Person against the Administrative Agent or any Lender, or (c) any other
circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such
Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any
Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue 

  

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such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the
Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other
Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or
right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender
against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. 
 2.6 Reinstatement. The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations is rescinded or
must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver,
intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made. 
 2.7 Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in
Dollars at the Funding Office. 
 SECTION 3. GRANT OF SECURITY INTEREST 
 Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the
Secured Parties, a security interest in, all of the following property 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”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: 
 (a) all Accounts; 
 (b) all Chattel Paper;

 (c) all Contracts; 
 (d) all
Deposit Accounts; 
 (e) all Documents; 
 (f) all Equipment; 
 (g) all Fixtures; 
 (h) all General Intangibles; 
 (i) all Instruments; 
 (j) all Intellectual Property; 
  

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 (k) all Inventory; 
 (l) all Investment Property; 
 (m) all Letter-of-Credit Rights; 
 (n) all other property not otherwise described above (except for any property specifically excluded from any clause in this section above, and any
property specifically excluded from any defined term used in any clause of this section above); 
 (o) all books and records pertaining to
the Collateral; and 
 (p) to the extent not otherwise included, all Proceeds, Supporting Obligations 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, however, that
notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in and the Collateral shall not include for any purpose any (i) Restricted Funds and any Deposit
Accounts in which they are deposited; (ii) in any other property to the extent that such grant of a security interest in such other property (w) is prohibited by any Requirements of Law of a Governmental Authority, (x) requires a
consent not obtained of any Governmental Authority pursuant to such Requirement of Law or is prohibited by, (y) constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract,
license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such
Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under
applicable law, or (z) would result in the forfeiture or voiding of a Grantors’ rights in any Trademark application filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such
trademark, unless and until acceptable evidence of use of the Trademark has been filed with and accepted by the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. §§
1051, et seq.); or (iii) assets subject to a certificate of title statute and other assets that require perfection through “control” as such control can be obtained pursuant to Sections 8-106(c)(2), 8-106(d)(2), 9-104,
9-106(b)(2) or 9-107 of the UCC. 
 SECTION 4. REPRESENTATIONS AND WARRANTIES 
 To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of
credit to the Borrower thereunder, each Grantor hereby represents and warrants to the Administrative Agent and each Lender that: 
 4.1
Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit
Agreement, such Grantor owns or has a right to use and transfer each item of the Collateral in which a Lien is purported to be granted hereunder free and clear of any and all Liens or claims of others. No financing statement or other public notice
with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, pursuant to this Agreement or as are
permitted by the Credit Agreement. For the avoidance of doubt, it is understood and 

  

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agreed that any Grantor may, as part of its business, grant licenses in the ordinary course of business to third parties to use Intellectual Property owned
by, licensed to or developed by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender
understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise
realize value from such Intellectual Property pursuant hereto. 
 4.2 Perfected First Priority Liens. The security interests granted
pursuant to this Agreement (a) upon timely completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the
Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral (except for Monies) in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as
collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor (with respect to Intellectual
Property, if and to the extent perfection may be achieved by making such filings and taking such other actions specified in Schedule 3) and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens
permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law. 
 4.3 Jurisdiction of
Organization; Chief Executive Office. On the date hereof, such Grantor’s jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of such Grantor’s chief executive office or
sole place of business, as the case may be, are specified on Schedule 4. Such Grantor has furnished to the Administrative Agent a certified charter, certificate of incorporation or other organization document and long-form good standing
certificate as of a date which is recent to the date hereof. 
 4.4 Inventory and Equipment. On the date hereof, locations at
which are kept Inventory and Equipment (other than mobile goods) with a fair market value at such location in excess of $1,000,000 is set forth on Schedule 5. 
 4.5 Investment Property. (a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such
Grantor or, in the case of Foreign Subsidiary Voting Stock, 65% of the outstanding Foreign Subsidiary Voting Stock of each relevant Issuer. 
 (b) All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. 
 (c) To the best
of Grantor’s knowledge, each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and
fair dealing. 
 (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Stock, Pledged
Notes (to the extent delivered to the Administrative Agent) and any intercompany notes pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement.

  

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 4.6 Receivables. (a) No amount payable to such Grantor under or in connection with any
Receivable is evidenced by any Instrument or Chattel Paper in an amount in excess of 1,000,000 which has not been delivered to the Administrative Agent. 
 (b) None of the obligors on any Receivables with an outstanding amount in excess of $1,000,000 is a Governmental Authority. 
 4.7 Intellectual Property. (a) Schedule 6 lists all (i) Registered Intellectual Property owned by such Grantor in its own name on the date hereof, and (ii) all Registered Intellectual Property
exclusively licensed by such Grantor as of the date hereof, noting in each case the relevant registration, application or serial number, the jurisdiction of registration or application, and, in the case of (ii), the title of the license, the
counterparty to such license and the date of such license. 
 (b) Each Grantor owns, or is licensed or otherwise has the right to use all
Intellectual Property necessary for the conduct of its business as currently conducted, free of all Liens (other than Liens permitted by Section 7.3 of the Credit Agreement), except where the failure to do so would not reasonably be expected to
have a Material Adverse Effect. Each Grantor takes reasonable actions to protect, preserve and maintain such Intellectual Property that is material to the conduct of its business. On the date hereof, all material Registered Intellectual Property
owned or, to the knowledge of such Grantor, exclusively licensed by each Grantor is valid and enforceable and has not expired or been abandoned. 
 (c) Except as set forth in Schedule 6, as of the date hereof, (i) no action or proceeding (other than office actions issued in the ordinary course of prosecution of Intellectual Property) is pending, or, to the knowledge of such
Grantor, threatened or imminent, seeking to limit, cancel or challenge the validity, enforceability, ownership or use of any material Intellectual Property owned by such Grantor or such Grantor’s interest therein, and (ii) no holding,
decision or judgment has been rendered by any Governmental Authority or arbitrator which would limit, cancel or challenge the validity, enforceability, ownership or use of, or such Grantor’s rights in, any Intellectual Property owned by such
Grantor in any respect that could reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to result in a Material Adverse Effect or as set forth in Schedule 6, the use of Intellectual Property by each
Grantor does not Infringe the intellectual property rights of any other Person, and, to such Grantor’s knowledge, its Intellectual Property is not being Infringed by any other Person. 
 (d) Except as set forth on Schedule 6, on the date hereof, none of the Intellectual Property is the subject of any material licensing or franchise
agreement pursuant to which such Grantor is the licensor or franchisor. 
 4.8 Commercial Tort Claims. (a) On the date hereof,
except to the extent listed in Section 3.1 above, no Grantor has rights in any Commercial Tort Claim with potential value (as reasonably determined by the Borrower) in excess of $2,500,000. 
 (b) Upon the filing of a financing statement covering any Commercial Tort Claim referred to in Section 5.11 hereof against such Grantor in the
jurisdiction specified in Schedule 3 hereto, the security interest granted in such Commercial Tort Claim will constitute a valid perfected security interest in favor of the Administrative Agent, for the ratable benefit of the Secured Parties,
as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase such Collateral from Grantor, which security interest shall be
prior to all other Liens on such Collateral except for Liens permitted by Section 7.3(a), (b), (e), (g), (h), (r) or (t) of the Credit Agreement which have priority over the Liens on such Collateral by operation of law. 
  

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 SECTION 5. COVENANTS 
 Each Grantor covenants and agrees with the Administrative Agent and the Lenders that, from and after the date of this Agreement until the Obligations (other than indemnities and other contingent obligations) shall
have been paid in full, no Letter of Credit shall be outstanding (unless cash collateralized or subject to other arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) and the Commitments shall have terminated:

 5.1 Delivery of Instruments, Certificated Securities and Chattel Paper. Any Instrument, Certificated Security or Chattel Paper with
a face value in excess of $1,000,000 individually or $2,500,000 in the aggregate (other than checks delivered in the ordinary course of business which will promptly be deposited for collection) shall be promptly delivered to the Administrative
Agent, duly endorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement. 
 5.2 Maintenance of Insurance. (a) Such Grantor will maintain, with financially sound and reputable companies, insurance policies (i) insuring the Inventory and Equipment in accordance with the Credit Agreement and
(ii) to the extent requested by the Administrative Agent, insuring such Grantor, the Administrative Agent and the Lenders against liability for personal injury and property damage relating to such Inventory and Equipment, such policies to be in
such form and amounts and having such coverage as may be reasonably satisfactory to the Administrative Agent and the Lenders. 
 (b) All such
insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof, (ii) name
the Administrative Agent as insured party or loss payee, (iii) if reasonably requested by the Administrative Agent, include a breach of warranty clause and (iv) be reasonably satisfactory in all other material respects to the
Administrative Agent. 
 (c) Upon reasonable request by the Administrative Agent, the Borrower shall deliver to the Administrative Agent and
the Lenders a report of a reputable insurance broker with respect to such insurance substantially concurrently with each delivery of the Borrower’s audited annual financial statements and such supplemental reports with respect thereto as the
Administrative Agent may from time to time reasonably request. 
 5.3 Payment of Obligations. Such Grantor will pay and discharge or
otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all material taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all
material claims of any kind (including, without limitation, claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if the amount or validity thereof is currently being contested
in good faith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor and such proceedings would not reasonably be expected to result in the sale, forfeiture or loss of any
material portion of the Collateral or any interest therein. 
 5.4 Maintenance of Perfected Security Interest; Further Documentation.
(a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described, and subject to the limitations set forth in Section 4.2, and shall defend such
security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. 
  


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 (b) Upon reasonable request by the Administrative Agent, such Grantor will furnish to the Administrative
Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in
reasonable detail. 
 (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of
such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect
in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property (other than Deposit Accounts, commodities accounts and securities accounts), taking any actions necessary to enable the
Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. 
 (d) Notwithstanding the foregoing, this Section 5.4 shall not apply to, and Grantors shall not be required to take any of the actions contemplated herein with respect to, (i) those assets as to which the Administrative Agent shall
reasonably determine (x) that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby and (y) in consultation with the Borrower, should be excluded, taking into account
the practical operations of the Borrower’s business and its client relationships, (ii) the extent prohibited by applicable law or contractual provisions and (iii) such other assets not constituting Collateral. 
 5.5 Changes in Locations, Name, etc. Such Grantor will not, except upon 10 days’ prior written notice to the Administrative Agent and
delivery to the Administrative Agent of all additional executed financing statements and other documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for
herein: (i) change its jurisdiction of organization or the location of its chief executive office or sole place of business from that referred to in Section 4.3; or (ii) change its legal name or corporate structure to such an extent
that any financing statement filed by the Administrative Agent in connection with this Agreement would become misleading. 
 5.6
Notices. Such Grantor will advise the Administrative Agent and the Lenders promptly, in reasonable detail, of: 
 (a) any Lien (other
than security interests created hereby or Liens permitted under the Credit Agreement) on any of the Collateral which would materially adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder; and 

(b) the occurrence of any other event which could reasonably be expected to materially and adversely effect the aggregate value of the Collateral or
on the security interests created hereby. 
 5.7 Investment Property. (a) If such Grantor shall become entitled to receive or
shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection
with any reorganization), options or rights in respect of the Capital Stock of any Issuer constituting Pledged Stock, whether in addition to, in substitution of, as a conversion of, or in 

  

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exchange for, any shares of such Pledged Stock owned by such Grantor, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the
Administrative Agent and the Lenders, hold the same in trust for the Administrative Agent and the Lenders and deliver the same forthwith to the Administrative Agent in the same form received, duly indorsed by such Grantor to the Administrative
Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so reasonably requests, signature guaranteed, to be held by the Administrative Agent,
subject to the terms hereof, as additional collateral security for the Obligations, giving effect to the limitation that the Obligations will not be secured by a pledge of more than 65% of the total outstanding Foreign Subsidiary Stock of any
Foreign Subsidiary or of a Subsidiary that is a holding company of equity interests in Foreign Subsidiaries to the extent such Subsidiary’s only assets consist of equity interests in Foreign Subsidiaries. 
 (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any
Issuer to issue any Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Capital Stock of any nature of any Issuer (except pursuant to a transaction expressly permitted
by the Credit Agreement), (ii) dispose of the Investment Property or Proceeds thereof constituting Collateral (except pursuant to a transaction expressly permitted by the Credit Agreement) or (iii) create, incur or permit to exist any Lien
or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof constituting Collateral, or any interest therein, except for the security interests created by this Agreement or Liens expressly
permitted under the Credit Agreement. 
 (c) In the case of each Grantor which is an Issuer of Pledged Stock, such Issuer agrees that
(i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in
writing of the occurrence of any of the events described in Section 5.7(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 6.3(c) shall apply to it, mutatis mutandis, with respect to all actions
that may be required of it pursuant to Section 6.3(c) with respect to the Investment Property issued by it. 
 5.8 Receivables.
(a) Other than in the ordinary course of business consistent with its past practice, such Grantor will not during an Event of Default (i) grant any extension of the time of payment of any Receivable, unless the aggregate amount of all
Receivables subject to extension in any fiscal year is not in excess of $2,500,000, (ii) compromise or settle any Receivable for materially lesser amount thereof, unless the aggregate amount of all compromised or settled Receivables in any
fiscal year is not in excess of $2,500,000, (iii) release, wholly or partially, any Person liable for the payment of any Receivable, unless the aggregate amount of all such released payments in any fiscal year is not in excess of $2,500,000,
(iv) allow any credit or discount whatsoever on any Receivable, unless the aggregate amount of all credits or discounts in any fiscal year is not in excess of $2,500,000 or (v) amend, supplement or modify any Receivable in any manner that
could materially adversely affect the value thereof. 
 (b) Such Grantor will deliver to the Administrative Agent a copy of each material
written demand, notice or document received by it that questions the validity or enforceability of more than 5% of the aggregate amount of the then outstanding Receivables. 
 5.9 Intellectual Property. (a) Except as could not reasonably be expected to result in a Material Adverse Effect, such Grantor (either itself
or through licensees) will (i) continue to use each material Trademark owned by such Grantor on each and every trademark class of goods or services applicable to its current business, in order to maintain such Trademark in full force free from
any claim of abandonment for non-use, (ii) maintain as in the past substantially the quality of products and services 

  

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offered under such Trademark, (iii) use such Trademark with all appropriate notices of registration and all other legends required by applicable
Requirements of Law, (iv) not adopt or use any new mark or any mark which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a
perfected security interest in such mark pursuant to this Agreement, and (v) not knowingly (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or
impaired in any way. 
 (b) Such Grantor (either itself or through licensees) will not knowingly do any act, or knowingly omit to do any act,
whereby it is reasonably foreseeable any material Patent owned by such Grantor may become forfeited, abandoned or dedicated to the public. 
 (c) Such Grantor (either itself or through licensees) will not knowingly (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of the Copyrights owned by such
Grantor may become invalidated or otherwise impaired. Such Grantor will not (either itself or through licensees) knowingly do any act whereby any material portion of a Copyright owned by such Grantor may fall into the public domain. 
 (d) Except as could not reasonably be expected to result in a Material Adverse Effect, such Grantor (either itself or through licensees) will not
knowingly use any Intellectual Property to infringe the intellectual property rights of any other Person. 
 (e) Such Grantor will notify the
Administrative Agent and the Lenders immediately if it knows that any material Registered Intellectual Property owned by such Grantor may become forfeited, abandoned or dedicated to the public (other than at the end of its statutory term), or of any
materially adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or
any similar office, court or tribunal in any country) regarding such Grantor’s rights in, or the validity, enforceability, ownership or use of, any material Intellectual Property owned by such Grantor including, without limitation, such
Grantor’s right to register or to maintain the same. 
 (f) Whenever such Grantor, either by itself or through any agent, employee,
licensee or designee, shall acquire, become the exclusive licensee of, or file an application for any Registered Intellectual Property (other than Copyrights) with the United States Patent and Trademark Office or any similar office or agency in any
other jurisdiction, country or any political subdivision thereof, such Grantor shall annually report such filing to the Administrative Agent within 90 days after the end of each fiscal year in which such filing occurs. Whenever such Grantor, either
by itself or through any agent, employee, licensee or designee, shall acquire, become the exclusive licensee of, or file an application for any Copyrights with the United States Copyright Office or any similar office or agency in any group of
countries, other country or political subdivision thereof, such Grantor shall report such filing to the Administrative Agent within 90 days after the last day of the fiscal year in which such filing occurs. Upon request of the Administrative Agent,
such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent’s and the Lenders’ security
interest in any Registered Intellectual Property included in the Collateral. 
 (g) Such Grantor will take all reasonable and necessary
steps, as determined in its reasonable business judgment, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other
jurisdiction, country or any political subdivision thereof, to maintain and pursue each application (and to 

  

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obtain the relevant registration) and to maintain each registration of the material Registered Intellectual Property owned by such Grantor, including,
without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. 
 (h) In the event that any
material Intellectual Property owned by such Grantor is Infringed by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and
(ii) if such Intellectual Property is of material economic value, promptly notify the Administrative Agent after it learns thereof and sue for Infringement to seek injunctive relief where appropriate in Grantor’s reasonable business
judgment and to recover any and all damages for such Infringement. 
 5.10 Commercial Tort Claims. (a) If the Grantors or any of
them shall at any time acquire a Commercial Tort Claim such Grantor(s) shall, within a reasonable period of time, notify the Administrative Agent in writing signed by such Grantor of the brief details thereof and shall grant to the Administrative
Agent and the other Lenders in writing a security interest therein and in the proceeds thereof, all on the terms of this Agreement, and in writing in form and substance reasonably satisfactory to the Administrative Agent. This Section 5.10
shall apply only to Commercial Tort Claims as to which the Grantor(s) holding any such claim has been advised by counsel engaged for the purpose of prosecuting such claim that such claim is reasonably likely to result in a judgment or negotiated
settlement in excess of $1,000,000. The Grantor(s) shall have sole control of all aspects of commercial tort claims that are subject to this Section 5.10 unless and until an Event of Default has occurred and is continuing, the Obligations have
been accelerated as set forth in Article 8 of the Credit Agreement and the Administrative Agent or the other Lenders have begun exercising rights with respect to other Collateral under this Agreement as set forth in Article 8 of the Credit
Agreement. 
 SECTION 6. REMEDIAL PROVISIONS 
 6.1 Certain Matters Relating to Receivables. (a) At any time after the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right to make test verifications
of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test
verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent
public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables of the Grantors.

 (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and upon the occurrence and during
the continuance of an Event of Default, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, curtail or terminate said authority (and shall reinstate said authority upon the cure or waiver of
such Event of Default). At any time after the occurrence and during the continuance of an Event of Default, the Administrative Agent may require any payments of Receivables, when collected by any Grantor, (i) be forthwith (and, in any event,
within two Business Days) deposited by such Grantor in the same form received, duly endorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent
as collateral security for the Obligations, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 6.5, and (ii) until so turned over, be held by such Grantor in trust for the
Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the
deposit. 
  

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 (c) At any time after the occurrence and during the continuance of an Event of Default, upon the
Administrative Agent’s reasonable request, each Grantor shall deliver to the Administrative Agent copies of (or originals to the extent deemed necessary by the Administrative Agent) all material documents evidencing, and relating to, the
agreements and transactions which gave rise to the Receivables of such Grantor, including, without limitation, copies of (or originals to the extent deemed necessary by the Administrative Agent) all orders, invoices and shipping receipts.

 6.2 Communications with Obligors; Grantors Remain Liable. (a) At any time after the occurrence and during the continuance of
an Event of Default, the Administrative Agent in its own name or in the name of others may at any time communicate with obligors under the Receivables and parties to the Contracts to verify with them to the Administrative Agent’s satisfaction
the existence, amount and terms of any Receivables or Contracts. 
 (b) Upon the request of the Administrative Agent at any time after the
occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Receivables and parties to the Contracts that the Receivables and the Contracts have been assigned to the Administrative Agent for the ratable
benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Administrative Agent. 
 (c) Anything
herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the
terms of any agreement giving rise thereto. Neither the Administrative Agent nor any Lender shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement
or the receipt by the Administrative Agent or any Lender of any payment relating thereto, nor shall the Administrative Agent or any Lender be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any
Receivable (or any agreement giving rise thereto) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present
or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. 
 6.3 Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written
notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends and other distributions paid in respect of
the Pledged Stock and all payments made in respect of the Pledged Notes, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Investment Property; provided, that such rights and powers
shall not be exercised in a manner that would reasonably be expected to materially and adversely affect the material rights and remedies of any of the Administrative Agent or the Lenders under this Agreement, the Credit Agreement or any other Loan
Document. 
 (b) To the extent permitted by applicable law, if an Event of Default shall occur and be continuing and the Administrative Agent
shall give written notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the
Investment Property (other than dividends, payments and proceeds expressly permitted by the Credit Agreement to be paid to a party other than the Administrative Agent or any other Secured Party), to hold the same as additional collateral 

  

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security for and make application thereof to the Obligations in the order set forth in Section 6.5, and (ii) the Administrative Agent may have any
or all of the Investment Property constituting Collateral registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may or shall, as applicable, thereafter exercise (x) all voting, corporate
and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or
options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property,
and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may
determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to
do so or delay in so doing. 
 (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such
Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of
this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other
payments with respect to the Investment Property directly to the Administrative Agent. 
 (d) Upon the cure or waiver of any Event of Default
in accordance with the Credit Agreement, the Administrative Agent shall as soon as practically reasonable (1) take such steps reasonably requested by the applicable Grantor (at the expense of the Borrower) to cause any Investment Property
registered pursuant to clause (ii) of this Section 6.3(b) to be registered in the name of the original Grantor in which such Investment Property was registered prior to the Event of Default which has been cured or waived and (2) repay
to each Grantor any dividends, interest, principal or other distributions held by the Administrative Agent that such Grantor would otherwise have been permitted to retain pursuant to the terms of paragraph (a) of this Section 6.3 and that
were not applied to repay the Obligations. 
 6.4 Proceeds to be Turned Over To Administrative Agent. In addition to the rights of the
Administrative Agent and the Lenders specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash
items shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent in the same form
received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if required). All Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent in a Collateral Account maintained under its
sole dominion and control. All Proceeds while held by the Administrative Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent and the Lenders) shall continue to be held as collateral security for all the
Obligations and shall not constitute payment thereof until applied as provided in Section 6.5. 
 6.5 Application of Proceeds.
The Administrative Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations. The Administrative
Agent 

  

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shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and the Credit
Agreement and may do so at such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election. Subject to the
foregoing, the Administrative Agent shall apply such proceeds in the following order: 
 First, to pay incurred and
unpaid fees and expenses of the Administrative Agent under the Loan Documents; 
 Second, to the Administrative Agent,
for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to
the Secured Parties; 
 Third, to the Administrative Agent, for application by it towards prepayment of the
Obligations, pro rata among the Secured Parties according to the amounts of the Obligations then held by the Secured Parties; and 
 Fourth, any balance remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to
whomsoever may be lawfully entitled to receive the same. 
 6.6 Code and Other Remedies. If an Event of Default shall occur and be
continuing, and upon the sending of a written notice to the Borrower of its intention to exercise remedies hereunder, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to them in
this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the
foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and
each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give
option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office
of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The
Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon the consummation of any such private sale or sales, to purchase the whole or any part of the Collateral so sold,
free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the
Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this
Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the
Administrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations and only after such application and after the payment by the
Administrative Agent of any other amount required by any 

  

 18 








 
provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any,
to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice
of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. 
 6.7 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are
insufficient to pay its Obligations and the reasonable fees and disbursements of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency. 
 6.8 Subordination. Each Grantor hereby agrees that, upon the occurrence and during the continuance of an Event of Default, unless otherwise agreed
by the Administrative Agent, all Indebtedness owing by it to any Subsidiary of the Borrower shall be fully subordinated to the indefeasible payment in full in cash of such Grantor’s Obligations. 
 SECTION 7. THE ADMINISTRATIVE AGENT 
 7.1 Administrative Agent’s Appointment as Attorney-in-Fact, etc. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as
its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and
all appropriate action and to execute any and all documents and instruments which may be necessary or reasonably desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives
the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do, so long as an Event of Default shall have occurred and be continuing, any or all of the following: 
 (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes,
acceptances or other instruments for the payment of moneys due under any Receivable or Contract or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed
appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Receivable or Contract or with respect to any other Collateral whenever payable; 
 (ii) in the case of any Intellectual Property, execute and deliver, and record or have recorded, any and all agreements, instruments,
documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent’s and the Lenders’ security interest in such Intellectual Property; 
 (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance
called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; 
 (iv)
execute, in connection with any sale provided for in Section 6.6, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and 
  

 19 








 (v) (1) direct any party liable for any payment under any of the Collateral to make
payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims
and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments,
verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any
portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or
proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; (7) assign any Registered Intellectual Property owned by such Grantor throughout the world for such term or terms, on
such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and
completely as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the Administrative Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the
Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s and the Lenders’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as
such Grantor might do. 
 Anything in this Section 7.1(a) to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any
rights under the power of attorney provided for in this Section 7.1(a) unless an Event of Default shall have occurred and be continuing. 
 (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance,
with such agreement. 
 (c) The reasonable, documented, out-of-pocket expenses of the Administrative Agent incurred in connection with
actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the then applicable rate per annum at which interest would then be payable under the Credit Agreement on past due ABR Loans under
the Revolving Facility by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. 
 (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are
irrevocable until this Agreement is terminated and the security interests created hereby are released. 
 7.2 Duty of Administrative
Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the
same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect
or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard
to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the 

  

 20 








 
Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The
Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of 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 willful misconduct. 
 7.3 Execution of
Financing Statements. Pursuant to the New York UCC and any other applicable law, each Grantor authorizes the Administrative Agent to file or record financing statements and other filing or recording documents or instruments with respect to the
Collateral without the signature of such Grantor in such form and in such offices as the Administrative Agent determines appropriate to perfect the security interests of the Administrative Agent under this Agreement. Each Grantor authorizes the
Administrative Agent to use the collateral description “all personal property” in any such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Administrative Agent of any financing statement with respect to
the Collateral made prior to the date hereof. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

 7.4 Authority of Administrative Agent. Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent
under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or
arising out of this Agreement shall, as between the Administrative Agent and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the
Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or
entitlement, to make any inquiry respecting such authority. 
 SECTION 8. MISCELLANEOUS 
 8.1 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in
accordance with Section 10.1 of the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, modified, supplemented, waived or released with respect to any Grantor without the
approval of any other Grantor and without affecting the obligations of any other Grantor hereunder. 
 8.2 Notices. All notices,
requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in Section 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor
shall be addressed to such Guarantor at its notice address set forth on Schedule 1. 
 8.3 No Waiver by Course of Conduct;
Cumulative Remedies. Neither the Administrative Agent nor any Lender shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder
or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any Lender of any right or
remedy hereunder on any one occasion shall not be 

  

 21 








 
construed as a bar to any right or remedy which the Administrative Agent or such Lender would otherwise have on any future occasion. The rights and remedies
herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law. 
 8.4 Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee
contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the
allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent (to the same extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement). 
 (b) Each Guarantor agrees to pay, indemnity and hold each Lender and the Administrative Agent harmless from, any and all liabilities with respect to, or
resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement
(to the same extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement). 
 (c) Each Guarantor
agrees to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, trustees, agents and controlling persons harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement (to the same
extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement). 
 (d) The agreements in this
Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents. 
 8.5 Successors and Assigns. This Agreement shall be binding upon the successors and permitted assigns of each Grantor and shall inure to the benefit of the Administrative Agent and the Lenders and their successors and assigns;
provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent. 
 8.6 Set-Off. In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without notice to any
Grantor, any such notice being expressly waived by each Grantor to the extent permitted by applicable law, upon the occurrence and continuance of an Event of Default, to apply to the payment of such Obligations, by setoff or otherwise, any and all
deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender, any affiliate thereof or any of their respective branches or agencies to or for the credit or the account of such Grantor. Each Lender agrees promptly to notify the relevant Grantor and the Administrative Agent after
any such application made by such Lender, provided that the failure to give such notice shall not affect the validity of such application. 
 8.7 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy, pdf or e-mail), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. 
 8.8 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or 

  

 22 








 
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. 
 8.9 Section Headings. The Section headings used in this Agreement
are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 
 8.10 Integration. This Agreement and the other Loan Documents represent the agreement of the Grantors, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any Lender relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents. 
 8.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

 8.12 Submission To Jurisdiction; Waivers. Each Grantor hereby irrevocably and unconditionally: 
 (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party,
or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and
appellate courts from any thereof; 
 (b) consents that any such action or proceeding may be brought in such courts and waives any objection
that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 
 (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 8.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; 
 (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue
in any other jurisdiction; and 
 (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any
legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages. 
 8.13
Acknowledgements. Each Grantor hereby acknowledges that: 
 (a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents to which it is a party; 
 (b) neither the Administrative Agent nor any Lender has
any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan 

  

 23 








 
Documents, and the relationship between the Grantors, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or
therewith is solely that of debtor and creditor; and 
 (c) no joint venture is created hereby or by the other Loan Documents or otherwise
exists by virtue of the transactions contemplated hereby among the Lenders or among the Grantors and the Lenders. 
 8.14 Additional
Grantors. Each Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to Section 6.10 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such
Subsidiary of an Assumption Agreement in the form of Annex 1 hereto. 
 8.15 Releases. (a) At such time as the Loans, the
Reimbursement Obligations and the other Obligations (other than indemnities and other contingent obligations) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (or have been cash
collateralized or otherwise subject to arrangements reasonably acceptable to the Administrative Agent), the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to
survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the
request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral held by the Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such
Grantor shall reasonably request to evidence such termination. 
 (b) If any of the Collateral shall be sold, transferred or otherwise
disposed of (including without limitation pursuant to the designation of any Subsidiary as an Unrestricted Subsidiary) by any Grantor in a transaction permitted by the Credit Agreement, then Liens created hereby and under any other Loan Documents
shall automatically and without any further action by any Person and under any other Loan Documents terminate and the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or
other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral. At the request and sole expense of the Borrower, a Subsidiary Guarantor shall be released from its obligations hereunder in the event
that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Borrower shall have delivered to the Administrative Agent, at
least ten Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Guarantor, together with a certification by the Borrower stating that such transaction is in compliance with the
Credit Agreement and the other Loan Documents. 
 8.16 WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 
  

 24 








 IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly
executed and delivered as of the date first above written. 
  

			
	METAVANTE TECHNOLOGIES, INC.
		
	By:	 	 /s/ Randall J. Erickson

	Name:	 	Randall J. Erickson
	Title:	 	Vice President and Secretary
	
	METAVANTE CORPORATION
		
	By:	 	 /s/ Navroz J. Daroga

	Name:	 	Navroz J. Daroga
	Title:	 	Secretary


  

 25 









			
	ADVANCED FINANCIAL SOLUTIONS, INC.
	ADMINISOURCE COMMUNICATIONS, INC.
	BRASFIELD TECHNOLOGY, INC.
	ENDPOINT EXCHANGE LLC
	GHR SYSTEMS, INC.
	KIRCHMAN CORPORATION
	LINK2GOV CORP.
	MBI BENEFITS, INC.
	METAVANTE ACQUISITION COMPANY II, LLC
	METAVANTE OPERATIONS RESOURCES CORPORATION
	NYCE PAYMENTS NETWORK, LLC
	PRIME ASSOCIATES, INC.
	PRINTING FOR SYSTEMS, INC.
	TREEV LLC
	VALUTEC CARD SOLUTIONS, LLC
	VECTORSGI, INC.
	VICOR, INC.
		
	By:	 	 /s/ Navroz J. Daroga

	Name:	 	Navroz J. Daroga
	Title:	 	Secretary


  

 26 









			
	KIRCHMAN COMPANY, LLC
	METAVANTE PAYMENT SERVICES AZ CORPORATION
	METAVANTE PAYMENT SERVICES, LLC
		
	By:	 	 /s/ Stacey A. Bruckner

	Name:	 	Stacey A. Bruckner
	Title:	 	Assistant Secretary


  

 27 








 Schedule 1 
 NOTICE ADDRESSES OF GUARANTORS 
 All Guarantors: 
 4900 West Brown Deer Rd. 
 Milwaukee, Wisconsin 53223 
  

 1-1 








 Schedule 2 
 DESCRIPTION OF INVESTMENT PROPERTY 
 Pledged Stock: 
  

							
	 Grantor
	 	 Issuer
	 	 Number of
 Shares /
 Membership
 Interests
	 	 Certificate No.

	Metavante Holding Company, to be renamed Metavante Technologies, Inc.	 	Metavante Corporation	 	87,000,000	 	0002
				
	Metavante Corporation	 	Metavante Operations Resources Corporation	 	100	 	1
				
	Metavante Corporation	 	Metavante Investments (Mauritius) Limited	 	43,205,298	 	6
				
	Metavante Corporation	 	Metavante Canada Corporation	 	65	 	C-1
				
	Metavante Corporation	 	Printing for Systems, Inc.	 	100	 	1*
				
	Metavante Corporation	 	Metavante Acquisition Company II LLC	 	100%	 	Uncertificated
				
	Metavante Corporation	 	NYCE Payments Network, LLC	 	100%	 	Uncertificated
				
	Metavante Corporation	 	Everlink Payment Services, Inc.	 	510	 	C-5
				
	Metavante Corporation	 	Valutec Card Solutions, LLC	 	100	 	1*
				
	Metavante Corporation	 	Metavante Payment Services, LLC	 	100	 	1
				
	Metavante Payment Services, LLC	 	Metavante Payment Services AZ Corporation	 	10	 	1
				
	Metavante Acquisition Company II LLC	 	AdminiSource Communications, Inc.	 	100	 	2
				
	Metavante Acquisition Company II LLC	 	Kirchman Corporation	 	100	 	4
				
	Metavante Acquisition Company II LLC	 	GHR Systems, Inc.	 	100	 	5
				
	Metavante Acquisition Company II LLC	 	Link2Gov Corp.	 	100	 	4
				
	Metavante Acquisition Company II LLC	 	MBI Benefits, Inc.	 	100	 	5

  

 2-1 









							
	 Grantor
	 	 Issuer
	 	 Number of
 Shares /
 Membership
 Interests
	 	 Certificate No.

	Metavante Acquisition Company II LLC	 	Prime Associates, Inc.	 	320	 	12
				
	Metavante Acquisition Company II LLC	 	Advanced Financial Solutions, Inc.	 	4,495	 	37
				
	Metavante Acquisition Company II LLC	 	VECTORsgi, Inc.	 	1,000	 	3
				
	Metavante Acquisition Company II LLC	 	Vicor, Inc.	 	100	 	1
				
	Advanced Financial Solutions, Inc.	 	TREEV LLC	 	100%	 	Uncertificated
				
	Advanced Financial Solutions, Inc.	 	Endpoint Exchange LLC	 	10,000	 	2*
				
	GHR Systems, Inc.	 	GHR Systems Canada, Inc.	 	4,563,000	 	C-1
				
	Kirchman Corporation	 	Brasfield Technology, LLC	 	100%	 	Uncertificated
				
	Kirchman Corporation	 	Kirchman Company LLC	 	100	 	2



	*	Certificate is issued under prior name of Issuer. 

  

 2-2 








 Pledged Notes: 
  

					
	 Grantor
	 	 Issuer of Instrument
	 	 Principal Amount of
 Instrument

	Metavante Corporation	 	Printing for Systems, Inc.	 	$25,000,000
			
	Metavante Acquisition Company II LLC (successor in interest to Metavante Finance Corp.)	 	Kirchman Corporation (f/k/a SR Acquisition Corp.)	 	$135,000,000
			
	Metavante Acquisition Company II LLC (successor in interest to Metavante Finance Corp.)	 	NYCE Payments Network, LLC (successor by merger to Response Data Corp. f/k/a SED Acquisition Corp.	 	$25,000,000
			
	Metavante Acquisition Company II LLC	 	NYCE Payments Network, LLC	 	$450,000,000
			
	Metavante Acquisition Company II LLC	 	Advanced Financial Solutions, Inc.	 	$63,000,000
			
	Metavante Acquisition Company II LLC	 	VECTORsgi, Inc.	 	$75,000,000
			
	Metavante Acquisition Company II LLC	 	Vicor, Inc.	 	$50,000,000

  

 2-3 








 Schedule 3 
 FILINGS AND OTHER ACTIONS 
 REQUIRED TO PERFECT SECURITY INTERESTS 
 Uniform Commercial Code Filings 
  

			
	 Grantor
	 	 Filing Office

	Kirchman Corporation	 	Wisconsin Department of Financial Institutions
	Metavante Corporation	 	
	Printing for Systems, Inc.	 	
		
	Metavante Payment Services AZ Corporation	 	Arizona Secretary of State
		
	Brasfield Technology, LLC	 	Delaware Secretary of State
	Kirchman Company LLC	 	
	Metavante Acquisition Company II LLC	 	
	Metavante Operations Resources Corporation	 	
	Metavante Payment Services, LLC	 	
	Monitise Americas, LLC	 	
	NYCE Payments Network, LLC	 	
	Prime Associates, Inc.	 	
	Valutec Card Solutions, LLC	 	
	VECTORsgi, Inc.	 	
		
	MBI Benefits, Inc.	 	Michigan Department of State
		
	TREEV LLC	 	Nevada Secretary of State
	Vicor, Inc.	 	
		
	Advanced Financial Solutions, Inc.	 	Oklahoma County Clerk’s Office
	Endpoint Exchange LLC	 	
		
	GHR Systems, Inc.	 	Pennsylvania Department of State
		
	Link2Gov Corp.	 	Tennessee Secretary of State
		
	AdminiSource Communications, Inc.	 	Texas Secretary of State

  

 3-1 








 Real Estate/Fixture Filings: 
  

					
	 Grantor
	 	 Location:
	 	 Filing Office

			
		 	Owned	 	
	Metavante Corporation	 	 Brown Deer Operations Center
 BDOC
 4900 West Brown Deer Road
 Milwaukee,
Wisconsin
	 	Milwaukee County Register of Deeds
			
		 	 Center for Advanced Product Engineering
 CAPE

11001 W. Lake Park Drive and adjoining vacant land
 Milwaukee, Wisconsin

	 	Milwaukee County Register of Deeds
			
		 	 1165 Arbor Drive
 Romeoville, Illinois
	 	Will County Recorder of Deeds
			
	Advanced Financial Solutions, Inc.	 	 1200 Sovereign Row
 Oklahoma City,
Oklahoma
	 	Oklahoma County Clerk
			
		 	 2412 Palmer Circle
 Norman, Oklahoma
	 	Cleveland County Clerk
			
		 	Leased	 	
	Metavante Corporation	 	 1515 River Center Drive
 Milwaukee, Wisconsin
53212
	 	Milwaukee County Register of Deeds
			
	Metavante Corporation	 	 5430 Data Court
 Ann Arbor, Michigan
48108
	 	Washtenaw County Clerk/Register
			
	Metavante Corporation	 	 400 Plaza
 Secaucus, New Jersey 07094
	 	Hudson County Register of Deeds
			
	VECTORsgi Inc.	 	 15301 Dallas Parkway
 Addison, Texas
75001
	 	Dallas County Clerk
			
	Metavante Corporation	 	 7737 South Howell Avenue
 Oak Creek, Wisconsin
53154
	 	Milwaukee County Register of Deeds
			
	Metavante Corporation	 	 4101 West 38th Street
 Sioux Falls, South Dakota 57106

	 	Minnehaha County Register of Deeds
			
	Metavante Corporation	 	 10850 West Park Place
 Milwaukee, Wisconsin
53224
	 	Milwaukee County Register of Deeds
			
	Kirchman Corporation	 	 701 East Altamonte Spring Drive
 Altamonte, Florida 32701

	 	Seminole County Clerk
			
	Kirchman Corporation	 	 711 East Altamonte Spring Drive
 Altamonte, Florida 32701

	 	Seminole County Clerk
			
	MBI Benefits, Inc.	 	 400 Minuteman Road
 Andover MA 01810
	 	Commonwealth of Massachusetts

  

 3-2 









					
	 Grantor
	 	 Location:
	 	 Filing Office

	Metavante Operations Resources Corp.	 	1525 Washington Street Braintree MA 02184	 	Norfolk County Register of Deeds
			
	AdminiSource Communications, Inc.	 	 1617 W. Crosby Road
 Suite 100 and Suite 106

Carrolton TX 75006
	 	Dallas County Clerk
			
	Everlink Payment Services, Inc.	 	 65 Allstate Parkway Suite 100
 Markham,
Ontario
 Canada L3R9X1
	 	Minister of France
			
	Advanced Financial Solutions, Inc.	 	 1008 24th Avenue NW
 Norman OK 73069
	 	Cleveland County Clerk

 Patent and Trademark Filings 
 File Uniform Commercial Code Filings identified above; file intellectual property security agreements with U.S. Patent & Trademark Office and
U.S. Copyright Office with respect to Intellectual Property identified on Schedule 6. 
 Actions With Respect To Pledged Stock

 Deliver all certificates, together with executed stock powers, relating to Pledged Stock. 
 Other Actions 
 Deliver all Pledged
Notes, together with executed allonges. 
  

 3-3 








 Schedule 4 
 LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE 
  

					
	 Grantor
	 	 Jurisdiction of
 Organization/Formation
	 	 Address of
 Chief Executive Office

	AdminiSource Communications, Inc.	 	Texas	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin 53223


			
	Advanced Financial Solutions, Inc.	 	Oklahoma	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin 53223


			
	Brasfield Technology, LLC	 	Delaware	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin 53223


			
	Endpoint Exchange LLC	 	Oklahoma	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin 53223


			
	GHR Systems, Inc.	 	Pennsylvania	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin 53223


			
	Kirchman Company LLC	 	Delaware	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin 53223


			
	Kirchman Corporation	 	Wisconsin	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin 53223


			
	Link2Gov Corp.	 	Tennessee	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin 53223


			
	MBI Benefits, Inc.	 	Michigan	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin 53223


			
	Metavante Corporation	 	Wisconsin	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin 53223


			
	Metavante Holding Company, to be renamed Metavante Technologies, Inc.	 	Wisconsin	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin 53223


			
	Metavante Payment Services AZ Corporation	 	Arizona	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin 53223


			
	Metavante Acquisition Company II LLC	 	Delaware	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin 53223


			
	Metavante Operations Resources Corporation	 	Delaware	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin 53223


			
	Metavante Payment Services, LLC	 	Delaware	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin 53223


			
	NYCE Payments Network, LLC	 	Delaware	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin 53223



  

 4-1 









					
	 Grantor
	 	 Jurisdiction of
 Organization/Formation
	 	 Address of
 Chief Executive Office

	Prime Associates, Inc.	 	Delaware	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin
53223

			
	Printing for Systems, Inc.	 	Wisconsin	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin
53223

			
	TREEV LLC	 	Nevada	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin
53223

			
	Valutec Card Solutions, LLC	 	Delaware	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin
53223

			
	VECTORsgi, Inc.	 	Delaware	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin
53223

			
	Vicor, Inc.	 	Nevada	 	 4900 West Brown Deer Rd.
 Milwaukee, Wisconsin
53223


  

 4-2 








 Schedule 5 
 LOCATIONS OF INVENTORY AND EQUIPMENT 
  

					
	 Grantor
	 	 Address/City/State/Zip Code
	 	 County

	Metavante Corporation	 	 Brown Deer Operations Center
 BDOC
 4900 West Brown Deer Road
 Milwaukee, Wisconsin 53223
	 	Milwaukee
			
	Metavante Corporation	 	 Center for Advanced Product Engineering
 CAPE

11001 West Lake Park Drive
 Milwaukee, Wisconsin 53224
	 	Milwaukee
			
	Metavante Corporation	 	 1165 Arbor Drive
 Romeoville, Illinois
60446
	 	Will
			
	Advanced Financial Solutions, Inc.	 	 2412 Palmer Circle
 Norman, Oklahoma
 73069-6301
	 	Cleveland
			
	NYCE Payment Network LLC	 	 400 Plaza
 Secaucus, New Jersey 07094
	 	Hudson
			
	VECTORsgi, Inc.	 	 15301 Dallas Parkway
 Addison, Texas
75001
	 	Dallas
			
	Metavante Corporation	 	 7737 South Howell Avenue
 Oak Creek, Wisconsin
53154
	 	Milwaukee
			
	Metavante Corporation	 	 4101 West 38th Street
 Sioux Falls, South Dakota 57106

	 	Minnehaha
			
	MBI Benefits, Inc.	 	 MBI-Andover
 400 Minuteman Road
 Andover, Massachusetts 01810
	 	Essex
			
	Metavante Operations Resources Corporation	 	 MOR Braintree Data Center
 1525 Washington
Street
 Braintree, Massachusetts 02184
	 	Norfolk
			
	AdminiSource Communications Inc.	 	 1617 W. Crosby Road
 Suites 100 and 106
 Carrolton, Texas 75006
	 	Dallas

  

 5-1 








 Schedule 6 
 INTELLECTUAL PROPERTY 
 Issued Patents and Patent Applications: 
 See attached. 
 Trademark Registrations and Applications: 

See attached. 
 Copyrights Registrations and Applications:

 See attached. 
 Patent Licenses: 
 None. 
 Trademark Licenses: 
 None. 
 Copyright Licenses: 
 None. 
  

 6-1 








 AdminiSource Communications Inc. 
  

							
	 Trademark
	  	Reg. (App.) No.	  	Issue (Filing) Date	  	 Owner

	ADMINISOURCE COMMUNICATIONS	  	2,578,646	  	06/11/2002	  	AdminiSource Communications, Inc.1

  


	 1
	 Correction of clerical error in name (from AdminiSource Communications, Inc. to
AdminiSource Communications Inc.) necessary. 


  

 6-2 








 Advanced Financial Solutions, Inc. 
  

							
	 Trademark
	  	Reg. (App.) No.	 	Issue (Filing) Date	 	 Owner

	ADVANCED FINANCIAL SOLUTIONS	  	3,087,390	 	05/02/2006	 	Advanced Financial Solutions LLC2
				
	AFS	  	3,156,481	 	10/17/2006	 	Advanced Financial Solutions LLC3
				
	CHECKPORT	  	2,778,340	 	10/28/2003	 	Advanced Financial Solutions LLC4
				
	ENDPOINT EXCHANGE	  	2,867,462	 	07/27/2004	 	Advanced Financial Solutions LLC5
				
	DIRECT	  	3,136,854	 	08/29/2006	 	Advanced Financial Solutions, Inc.
				
	 Patent Title
	  	Patent No.	 	Issue Date	 	 Owner

	Real time financial instrument image exchange system and method	  	(10/044,679)	 	(01/11/2002)	 	Advanced Financial Solutions LLC6
				
	Character recognition, including method and system for processing checks with invalidated MICR lines	  	6,654,487	 	11/25/2003	 	Advanced Financial Solutions LLC7
				
	Character recognition, including method and system for processing checks with invalidated MICR lines	  	7,092,561	 	08/15/2006	 	Advanced Financial Solutions LLC8



	 2
	 Title update (to Advanced Financial Solutions, Inc.) necessary.




	 3
	 Title update (to Advanced Financial Solutions, Inc.) necessary.




	 4
	 Title update (to Advanced Financial Solutions, Inc.) necessary.




	 5
	 Title update (to Advanced Financial Solutions, Inc.) necessary.




	 6
	 Title update (to Advanced Financial Solutions, Inc.) necessary.




	 7
	 Title update (to Advanced Financial Solutions, Inc.) necessary.




	 8
	 Title update (to Advanced Financial Solutions, Inc.) necessary.



  

 6-3 








 GHR Systems, Inc. 
  

							
	 Trademark
	  	Reg. (App.) No.	 	Issue (Filing) Date	 	 Owner

	BROKERONESOURCE	  	(76/505,631)	 	(04/10/2003)	 	GHR Systems, Inc.
				
	EN and Design	  	2,544,404	 	03/05/2002	 	GHR Systems, Inc.
				
	

	  		 		 	
				
	ENTELLIGENCE and Design	  	2,544,403	 	03/05/2002	 	GHR Systems, Inc.
				
	

	  		 		 	
				
	ENTELLIGENT and Design	  	2,677,656	 	01/21/2003	 	GHR Systems, Inc.
				
	

	  		 		 	
				
	ENTELLIGENT LENDER and Design	  	2,677,655	 	01/21/2003	 	GHR Systems, Inc.
				
	

	  		 		 	
				
	SUCCESS ORIGINATES HERE	  	2,964,531	 	07/05/2005	 	GHR Systems, Inc.
				
	 Patent Title
	  	Patent No.	 	Issue Date	 	 Owner

	 System, method and computer program product for online financial products
 trading
	  	6,233,566	 	05/15/2001	 	GHR Systems, Inc.

  

 6-4 








 Kirchman Company LLC 
  

							
	 Trademark
	  	Reg. (App.) No.	  	Issue (Filing) Date	  	 Owner

	KIRCHMAN BANKWAY	  	2,769,672	  	09/30/2003	  	Kirchman Company LLC
	THE POP UP BANK	  	2,931,382	  	03/08/2005	  	Kirchman Company LLC
				
	 Copyright Title
	  	Reg. No.	  	Issue Date	  	 Owner

	 Dimension 3000
 [computer software
program]
	  	TXu 889084	  	01/13/1999	  	Kirchman Company LLC9



	 9
	 Correction to chain of title gap (conversion and name change from Metavante
Finance Corporation to Metavante Acquisition Company, LLC) necessary. 


  

 6-5 








 Link2Gov Corp. 
  

							
	 Trademark
	  	Reg. (App.) No.	 	Issue (Filing) Date	 	Owner
	 I INCOMETAXPAYMENT. COM and Design
	  	(77/227,198)	 	(07/11/2007)	 	Link2Gov Corp.
				
	 


	  		 		 	
				
	 LINK2GOV
	  	3,052,958	 	01/31/2006	 	Link2Gov Corp.
				
	 MULTI PAY and Design
	  	3,254,137	 	06/19/2007	 	Link2Gov Corp.
				
	

	  		 		 	
				
	 PAY1040
	  	2,757,362	 	08/26/2003	 	Link2Gov Corp.
				
	 PAY1040COM and Design
	  	2,872,356	 	08/10/2004	 	Link2Gov Corp.
				
	

	  		 		 	
				
	 PAYING TAXES JUST GOT A LITTLE EASIER
	  	3,025,252	 	12/13/2005	 	Link2Gov Corp.
				
	 Copyright Title
	  	Reg. No.	 	Issue Date	 	Owner
	 Business rules engineered for motor vehicle registration
	  	TX 5439901	 	09/10/2001	 	Link2Gov
Corporation10
				
	 Business rules for DL
	  	TX 5541737	 	09/10/2001	 	Link2Gov
Corporation11
				
	 Customized algorithms for financial tracking.
	  	TX 5439900	 	09/10/2001	 	Link2Gov
Corporation12



	 10
	 Correction of clerical error in name (from Link2Gov Corporation to Link2Gov Corp.)
necessary. 



	 11
	 Correction of clerical error in name (from Link2Gov Corporation to Link2Gov Corp.)
necessary. 



	 12
	 Correction of clerical error in name (from Link2Gov Corporation to Link2Gov Corp.)
necessary. 


  

 6-6 









							
	 Copyright Title
	  	Reg. No.	  	Issue Date	  	Owner
	IVR middleware	  	TX 5431167	  	09/10/2001	  	Link2Gov
 Corporation13




	 13
	 Correction of clerical error in name (from Link2Gov Corporation to Link2Gov Corp.)
necessary. 


  

 6-7 








 MBI Benefits, Inc. 
  

							
	 Trademark
	  	Reg. (App.) No.	 	Issue (Filing) Date	 	Owner
	FLEX CONVENIENCE	  	2,293,800
(Supplemental
Register)	 	11/16/1999	 	Med-i-Bank, Inc.14
				
	MBI	  	2,992,363	 	09/06/2005	 	Med-i-Bank, Inc.15
				
	MBI and Design	  	2,992,365	 	09/06/2005	 	Med-i-Bank, Inc.16
				
	

	  		 		 	
				
	POWERED BY MBI	  	2,992,361	 	09/06/2005	 	Med-i-Bank, Inc.17
				
	 Patent Title
	  	Patent No.	 	Issue Date	 	Owner
	System and method for distributing payments between multiple accounts	  	(10/756,571)	 	(01/13/2004)	 	MBI Benefits, Inc.



	 14
	 Title update (name change to MBI Benefits, Inc.) necessary.




	 15
	 Title update (name change to MBI Benefits, Inc.) necessary.




	 16
	 Title update (name change to MBI Benefits, Inc.) necessary




	 17
	 Title update (name change to MBI Benefits, Inc.) necessary.



  

 6-8 








 Metavante Corporation 
  

							
	 Trademark
	  	Reg. (App.) No.	 	Issue (Filing) Date	 	 Owner

	ADVISORWEB	  	3,025,120	 	12/13/2005	 	Metavante Corporation
				
	BANKERINSIGHT	  	2,549,113	 	03/19/2002	 	Metavante Corporation
				
	BANKWAY	  	(78/825,291)	 	(02/28/2006)	 	Metavante Corporation
				
	CARDPRO	  	1,727,490	 	10/27/1992	 	Metavante Corporation
				
	CARDPRO	  	1,906,392	 	07/18/1995	 	Metavante Corporation
				
	CARDPRO	  	2,334,326	 	03/28/2000	 	Metavante Corporation
				
	CARDPRO	  	2,431,921	 	02/27/2001	 	Metavante Corporation
				
	CARDPRO CARD MANAGER	  	2,403,129	 	11/14/2000	 	Metavante Corporation
				
	CONNECTWARE	  	(77/077,755)	 	(01/08/2007)	 	Metavante Corporation
				
	CREATE IT DISPLAY IT PAY IT	  	2,876,925	 	08/24/2004	 	Metavante Corporation
				
	CSF	  	2,778,873	 	11/04/2003	 	Metavante Corporation
				
	CSF	  	2,778,875	 	11/04/2003	 	Metavante Corporation
				
	CSF	  	2,778,876	 	11/04/2003	 	Metavante Corporation
				
	CSF	  	2,778,877	 	11/04/2003	 	Metavante Corporation

  

 6-9 









							
	 Trademark
	  	Reg. (App.) No.	 	Issue (Filing) Date	 	 Owner

	CSF RE@LTIME	  	3,197,105	 	01/09/2007	 	Metavante Corporation
				
	DESIGNERWEB	  	3,326,062	 	10/30/2007	 	Metavante 18
				
	ECRITTERS	  	(76/456,174)	 	(10/07/2002)	 	Metavante Corporation
				
	ENDPOINT EXCHANGE and Design	  	(77/226,118)	 	(07/10/2007)	 	Metavante Corporation
				
	

	  		 		 	
				
	EXACTLY WHAT YOU NEED TO KNOW ... TO GROW	  	2,928,981	 	03/01/2005	 	NuEdge Systems, LLC19
				
	FASTEST	  	(77/228,187)	 	(07/12/2007)	 	Metavante Corporation
				
	INETBILLER	  	2,531,158	 	01/22/2002	 	Metavante Corporation
				
	INFOMANAGER and Design	  	3,285,973	 	08/28/2007	 	Metavante Corporation
				
	

	  		 		 	
				
	INVESTDESK	  	2,977,758	 	07/26/2005	 	Metavante Corporation
				
	JUST PAY IT	  	2,836,288	 	04/27/2004	 	Metavante Corporation
				
	METAVANTE	  	(77/055,208)	 	(12/01/2006)	 	Metavante Corporation
				
	METAVANTE	  	2,684,696	 	02/04/2003	 	Metavante Corporation
				
	METAVANTE and Design	  	(77/055,463)	 	(12/01/2006)	 	Metavante Corporation



	 18
	 Correction of clerical error in name (from Metavante to Metavante Corporation)
necessary. 



	 19
	 Title update (merger to
Metavante Corporation) necessary. 


  

 6-10 









							
	 Trademark
	  	Reg. (App.) No.	 	Issue (Filing) Date	 	 Owner

	

	  	 	 	 	 	 
				
	MONEYLINE EXPRESS	  	2,243,242	 	05/04/1999	 	Metavante Corporation
				
	NUEDGE	  	2,678,603	 	01/21/2003	 	NuEdge Systems, LLC20
				
	POINTS2U	  	3,122,503	 	08/01/2006	 	Metavante Corporation
				
	PRIME	  	(77/076,074)	 	(01/04/2007)	 	Metavante Corporation
				
	PRIMEIQ	  	(77/075,995)	 	(01/04/2007)	 	Metavante Corporation
				
	RETURNTRACK	  	3,160,598	 	10/17/2006	 	Metavante Corporation
				
	Sail Logo	  	2,892,906	 	10/12/2004	 	Metavante Corporation
				
	

	  		 		 	
				
	SENDPOINT	  	3,290,166	 	09/11/2007	 	Metavante Corporation
				
	SMARTBALANCE	  	2,410,725	 	12/05/2000	 	Metavante Corporation
				
	STATUSFACTORY	  	2,559,478	 	04/09/2002	 	Metavante Corporation
				
	TOTAL BILL MANAGEMENT	  	3,025,704	 	12/13/2005	 	Metavante Corporation
				
	TRUSTDESK	  	2,436,567	 	03/20/2001	 	Metavante Corporation
				
	TRUSTWEB	  	2,915,754	 	01/04/2005	 	Metavante Corporation



	 20
	 Title update (merger to Metavante Corporation) necessary.



  

 6-11 









							
	 Trademark
	  	Reg. (App.) No.	 	Issue (Filing) Date	 	Owner
	WEALTHCOMPARE	  	3,025,482	 	12/13/2005	 	Metavante
Corporation
				
	WEALTHRM	  	(78/814,306)	 	(02/14/2006)	 	Metavante
Corporation
				
	 Copyright Title
	  	Reg. No.	 	Issue Date	 	Owner
	CSF Designer version 5.0	  	TX 6125082	 	02/22/2005	 	Metavante
Corporation
				
	CSF Designer, version 4.0	  	TX 6189432	 	10/04/2004	 	Metavante
Corporation
				
	CSF designer: version 2.1	  	TX 5948325	 	03/08/2004	 	Metavante
Corporation
				
	CSF Designer: version 4.1	  	TX 6113433	 	09/23/2004	 	Metavante
Corporation
				
	CSF Messenger: version 2.2	  	TX 5895616	 	03/19/2004	 	Metavante
Corporation
				
	CSF workshop 2.3: Workshop 23 workshop.exe	  	TX 6029332	 	03/08/2004	 	Metavante
Corporation
				
	CSF, version 4, release 4	  	TX 5948322	 	03/12/2004	 	Metavante
Corporation
				
	CSF: version 4.5	  	TX 5950773	 	03/08/2004	 	Metavante
Corporation
				
	eCritter characters	  	VAu 603542	 	11/12/2002	 	Metavante
Corporation
				
	Metavante CSF communication designer 1.1	  	TX 5880292	 	03/31/2003	 	Metavante
Corporation
				
	Metavante CSF communication designer: version 1.0	  	TX 5950772	 	03/08/2004	 	Metavante
Corporation

  

 6-12 









							
	 Copyright Title
	  	Reg. No.	 	Issue Date	 	Owner
	Metavante CSF communication designer: version 2.0	  	TX 5898555	 	04/09/2003	 	Metavante
Corporation
				
	OpenCSF 2.3.	  	TX 5748421	 	11/08/2002	 	Metavante
Corporation
				
	 Patent Title
	  	Patent (App.) No.	 	Issue (Filing) Date	 	Owner
	Electronic bill presentation and payment method and system	  	(09/277,189)	 	(03/26/1999)	 	Metavante
Corporation21
				
	Electronic bill presentment and payment systems and processes	  	(09/543,938)	 	(04/06/2000)	 	Metavante
Corporation22
				
	Integrated systems for electronic bill presentment and payment	  	(09/751,265)	 	(12/29/2000)	 	Metavante
Corporation23
				
	Push model internet bill presentment and payment system and method	  	(09/774,863)	 	(01/31/2001)	 	Metavante
Corporation24
				
	Electronic bill presentment and payment system	  	(09/852,119)	 	(05/09/2001)	 	Metavante
Corporation
				
	Event processing and incident response system	  	(09/930,684)	 	(08/15/2001)	 	Metavante
Corporation25



	 21
	 Filing and recordation of inventor assignments at the USPTO necessary, unless such
assignments have already been filed. 



	 22
	 Filing and recordation of inventor assignments at the USPTO necessary, unless such
assignments have already been filed. 



	 23
	 Filing and recordation of inventor assignments at the USPTO necessary. 




	 24
	 Filing and recordation of inventor assignments at the USPTO necessary. 




	 25
	 Filing and recordation of inventor assignments at the USPTO necessary, unless such
assignments have already been filed. 


  

 6-13 









							
	 Patent Title
	  	Patent (App.) No.	 	Issue (Filing) Date	 	Owner
	Electronic bill presentment and payment system that obtains user bill information from biller web sites	  	(09/999,311)	 	(11/01/2001)	 	Metavante
Corporation26
				
	System and method for performing secure remote real-time financial transactions over a public communications infrastructure with strong authentication	  	(10/086,793)	 	03/01/2002)	 	Metavante
Corporation
				
	Integrated bill presentment and payment system and method of operating the same	  	(10/141,146)	 	(05/08/2002)	 	Metavante
Corporation
				
	Business combined bill management system and method	  	(10/141,244)	 	(05/08/2002)	 	Metavante
Corporation27
				
	Methods and systems for transferring funds	  	(10/210,906)	 	(08/02/2002)	 	Metavante
Corporation
				
	Multiple balance state account processing	  	(10/327,803)	 	(12/20/2002)	 	Metavante
Corporation28
				
	A document composition system and method	  	(10/340,428)	 	(01/10/2003)	 	Metavante
Corporation
				
	Business to business network management system and method	  	(10/357,433)	 		 	Metavante
Corporation29
				
	Bill payment payee information management system and method	  	(10/405,371)	 	(05/02/2003)	 	Metavante
Corporation



	 26
	 Filing and recordation of inventor assignments at the USPTO necessary, unless such
assignments have already been filed. 



	 27
	 Filing and recordation of inventor assignments at the USPTO necessary, unless such
assignments have already been filed. 



	 28
	 Filing and recordation of inventor assignments at the USPTO necessary, unless such
assignments have already been filed. 



	 29
	 Filing and recordation of inventor assignments at the USPTO necessary, unless such
assignments have already been filed. 


  

 6-14 









							
	 Patent Title
	  	Patent (App.) No.	 	Issue (Filing) Date	 	 Owner

	Bill payment payee information management system and method	  	(10/405,570)	 	(04/02/2003)	 	 Metavante
 Corporation

				
	Integrated payment system and method	  	(10/423,842)	 	(04/25/2003)	 	 Metavante
 Corporation

				
	E-critter game for teaching personal values and financial responsibility to a child	  	(10/790,600)	 	(03/01/2004)	 	 Metavante
 Corporation30

				
	Methods and systems for secure transmission of identification information over public networks	  	(11/067,306)	 	(02/25/2005)	 	 Metavante
 Corporation

				
	System and method for locking and unlocking a financial account card	  	(11/217,018)	 	(08/31/2005)	 	 Metavante
 Corporation

				
	Commitment process project management method	  	(11/274,757)	 	(11/14/2005)	 	 Metavante
 Corporation

				
	Account control method and system that allows only eligible and authorized items to be purchased using the account	  	(11/285,053)	 	(11/22/2005)	 	Metavante Corporation and Humana, Inc.
				
	Disposable payment account	  	(11/331,844)	 	(01/13/2006)	 	 Metavante
 Corporation

				
	Healthcare debit card linked to healthcare-related and non-healthcare-related financial accounts	  	(11/364,514)	 	(02/28/2006)	 	 Metavante
 Corporation

				
	Predictive authorization techniques	  	(11/382,620)	 	(05/10/2006)	 	 Metavante
 Corporation31

				
	Methods and systems for adjudication and processing of claims	  	(11/396,235)	 	(03/21/2006)	 	 Metavante
 Corporation




	 30
	 Filing and recordation of inventor assignments at the USPTO necessary, unless such
assignments have already been filed. 



	 31
	 Filing and recordation of inventor assignments at the USPTO necessary, unless such
assignments have already been filed. 


  

 6-15 









							
	 Patent Title
	  	Patent (App.) No.	 	Issue (Filing) Date	 	 Owner

	Healthcare eligibility transactions	  	(11/460,208)	 	(07/26/2006)	 	Metavante Corporation32
				
	Combined payment/access-control invention	  	(11/468,169)	 	(08/29/2006)	 	Metavante Corporation33
				
	Authorization system and method	  	(11/494,958)	 	(07/28/2006)	 	Metavante Corporation34
				
	Pressure sealed point of sale card package	  	(11/503,229)	 	(08/11/2006)	 	Metavante Corporation35
				
	System and method for automated notification	  	(11/548,864)	 	(07/20/2006)	 	Metavante Corporation36
				
	Methods and systems for substantiation of healthcare expenses	  	(11/551,559)	 	(10/20/2006)	 	Metavante Corporation37
				
	Centralized EOB archiving	  	(11/627,113)	 	(01/25/2007)	 	Metavante Corporation38



	 32
	 Filing and recordation of inventor assignments at the USPTO necessary, unless such
assignments have already been filed. 



	 33
	 Filing and recordation of inventor assignments at the USPTO necessary, unless such
assignments have already been filed. 



	 34
	 Filing and recordation of inventor assignments at the USPTO necessary, unless such
assignments have already been filed. 



	 35
	 Filing and recordation of inventor assignments at the USPTO necessary, unless such
assignments have already been filed. 



	 36
	 Filing and recordation of inventor assignments at the USPTO necessary, unless such
assignments have already been filed. 



	 37
	 Filing and recordation of inventor assignments at the USPTO necessary, unless such
assignments have already been filed. 



	 38
	 Filing and recordation of inventor assignments at the USPTO necessary, unless such
assignments have already been filed. 


  

 6-16 









							
	 Patent Title
	  	Patent (App.) No.	 	Issue (Filing) Date	 	 Owner

	Medical savings accounts with investment and loan account access	  	(11/627,138)	 	(01/25/2007)	 	Metavante Corporation39
				
	E-coupon system and method	  	(11/741,426)	 	(04/27/2007)	 	Metavante Corporation40
				
	Payment system and method	  	(60/265,550)	 	(01/30/2001)	 	Metavante Corporation41
				
	Realtime financial transaction notification	  	(10/092,262)	 	(03/06/2002)	 	Metavante Corporation42
				
	Method and apparatus for storing, retrieving, and processing multi-dimensional customer transaction and associated demographic data sets in memory cells and data lists	  	6,182,060	 	01/30/2001	 	NuEdge Systems, LLC43
				
	E-critter game for teaching personal values and financial responsibility to a child	  	6,729,884	 	05/04/2004	 	Metavante Corporation
				
	Data processing technique for formatting data files subject to a high volume of changes	  	6,886,018	 	04/26/2006	 	Metavante Corporation
				
	System and method for managing mail/bills through a central location	  	6,934,691	 	08/23/2005	 	Metavante Corporation



	 39
	 Filing and recordation of inventor assignments at the USPTO necessary, unless such
assignments have already been filed. 



	 40
	 Filing and recordation of inventor assignments at the USPTO necessary, unless such
assignments have already been filed. 



	 41
	 Filing and recordation of inventor assignments at the USPTO necessary, unless such
assignments have already been filed. 



	 42
	 Filing and recordation of inventor assignments at the USPTO necessary, unless such
assignments have already been filed. 



	 43
	 Title update (merger to Metavante Corporation) necessary. Filing and recordation
of inventor assignments and release of security interest (from Metromail Corporation) at the USPTO necessary. 


  

 6-17 









							
	 Patent Title
	  	Patent (App.) No.	  	Issue (Filing) Date	  	Owner
	Non-algorithmic vectored steganography	  	7,222,365	  	05/22/2007	  	Metavante
Corporation

  

 6-18 








 NYCE Payments Network, LLC 
  

							
	 Trademark
	  	Reg. (App.) No.	 	Issue (Filing) Date	 	 Owner

	DEBITALERT	  	(76/568,932)	 	(01/06/2004)	 	 NYCE
 Corporation44

				
	N2	  	3,134,070	 	08/22/2006	 	 NYCE
 Corporation45

				
	NEW YORK CASH EXCHANGE	  	1,373,041	 	11/26/1985	 	 NYCE
 Corporation46

				
	NYCE	  	1,375,051	 	12/10/1985	 	 NYCE
 Corporation47

				
	NYCE	  	2,333,108	 	03/21/2000	 	 NYCE
 Corporation48

				
	NYCE Design	  	1,505,133	 	09/20/1988	 	 NYCE
 Corporation49

				
	

	  		 		 	
				
	NYCE Design	  	1,707,197	 	08/11/1992	 	 NYCE
 Corporation50

				
	

	  		 		 	
				
	NYCE Design	  	2,333,109	 	03/21/2000	 	 NYCE
 Corporation51




	 44
	 Title update (merger/name change to NYCE Payments Network, LLC) necessary. 




	 45
	 Title update (merger/name change to NYCE Payments Network, LLC) necessary. 




	 46
	 Title update (merger/name change to NYCE Payments Network, LLC) necessary. 




	 47
	 Title update (merger/name change to NYCE Payments Network, LLC) necessary. 




	 48
	 Title update (merger/name change to NYCE Payments Network, LLC) necessary. 




	 49
	 Title update (merger/name change to NYCE Payments Network, LLC) necessary. 




	 50
	 Title update (merger/name change to NYCE Payments Network, LLC) necessary. 



  

 6-19 









							
	 Trademark
	  	Reg. (App.) No.	 	Issue (Filing) Date	 	Owner
	

	  		 		 	
				
	SAFEDEBIT	  	(76/578,585)	 	(03/02/2004)	 	NYCE
Corporation52
				
	SAFEDEBIT	  	(78/544,819)	 	(01/10/2005)	 	NYCE
Corporation53
				
	SUM “BUDDY” NYCE and Design	  	3,029,744	 	12/13/2005	 	NYCE
Corporation54
				
	

	  		 		 	
				
	SUM and Design	  	2,391,336	 	10/03/2000	 	NYCE
Corporation55
				
	

	  		 		 	
				
	SUM BUDDY	  	2,960,338	 	06/07/2005	 	NYCE
Corporation56



	 51
	 Title update (merger/name change to NYCE Payments Network, LLC) necessary. 




	 52
	 Title update (merger/name change to NYCE Payments Network, LLC) necessary. 




	 53
	 Title update (merger/name change to NYCE Payments Network, LLC) necessary. 




	 54
	 Title update (merger/name change to NYCE Payments Network, LLC) necessary. 




	 55
	 Title update (merger/name change to NYCE Payments Network, LLC) necessary. 




	 56
	 Title update (merger/name change to NYCE Payments Network, LLC) necessary. 



  

 6-20 








 Printing for Systems, Inc. 
  

							
	 Trademark
	  	Reg. (App.) No.	 	Issue (Filing) Date	 	 Owner

	LAZER QWIK IDENTIFICATION SYSTEM and Design	  	1,704,906	 	08/04/1992	 	Printing for Systems, Inc.
				
	

	  		 		 	
				
	PS and Design	  	1,467,317	 	12/01/1987	 	Printing for Systems, Inc.
				
	

	  		 		 	
				
	PSICARD Stylized	  	2,572,102	 	05/21/2002	 	Printing for Systems, Inc.
				
	

	  		 		 	
				
	QWIK ELECT	  	(76/559,921)	 	(10/31/2003)	 	Printing for Systems, Inc.
				
	THE SYSTEM IS THE DIFFERENCE	  	1,465,464	 	11/17/1987	 	Printing for Systems, Inc.
				
	 Patent Title
	  	Patent No.	 	Issue Date	 	 Owner

	Shipping label	  	5,520,990	 	05/28/1996	 	Printing for Systems, Inc.
				
	Printing system and method	  	7,180,617	 	02/20/2007	 	Printing for Systems, Inc.57



	 57
	 Correction of error or gap in chain of title (Metavante Corporation is listed as
the original assignee in the Public PAIR database, but does not appear in any of the post-issuance transactions in the USPTO Assignments database) necessary. 


  

 6-21 








 Treev LLC 
  

							
	 Trademark
	  	Reg. (App.) No.	  	Issue (Filing) Date	  	 Owner

	DATATREEV	  	2,327,324	  	03/07/2000	  	Treev, LLC58
				
	DOCUTREEV	  	2,327,323	  	03/07/2000	  	Treev, LLC59
				
	OMNITREEV	  	2,327,326	  	03/07/2000	  	Treev, LLC60
				
	TREEV	  	1,522,495	  	01/31/1989	  	Treev, LLC61
				
	TREEV PROVEN SOLUTIONS REAL RESULTS and Design	  	2,912,770	  	12/21/2004	  	Treev, L.L.C.62
				
	

	  		  		  	
				
	TREEV PROVEN SOLUTIONS REAL RESULTS and Design	  	3,060,211	  	02/21/2006	  	Treev, LLC63
				
	

	  		  		  	
				
	 Patent Title
	  	Patent No.	  	Issue Date	  	 Owner

	Enterprise multimedia data processing system and method using scalable object-based architecture	  	5,720,036	  	02/17/1998	  	Treev, LLC64



	 58
	 Correction of clerical error in name (from Treev, LLC to Treev LLC) necessary.




	 59
	 Correction of clerical error in name (from Treev, LLC to Treev LLC) necessary.




	 60
	 Correction of clerical error in name (from Treev, LLC to Treev LLC) necessary.




	 61
	 Correction of clerical error in name (from Treev, LLC to Treev LLC) necessary.




	 62
	 Correction of clerical error in name (from Treev, LLC to Treev LLC) necessary.




	 63
	 Correction of clerical error in name (from Treev, LLC to Treev LLC) necessary.



  

 6-22 









							
	 Copyright Title
	 	 Reg. No.
	 	 Issue Date
	 	 Owner

	AutoTREEV 1.0	 	TX4957169	 	03/12/1999	 	Treev, Inc.65
				
	AutoTREEV 1.0 server	 	TX4957043	 	03/12/1999	 	Treev, Inc.66
				
	DataTREEV 1.0	 	TX4957018	 	03/12/1999	 	Treev, Inc.67
				
	DocuTREEV 1.0	 	TX4957042	 	03/12/1999	 	Treev, Inc.68
				
	OmniTREEV 1.0	 	TX4961377	 	03/12/1999	 	Treev, Inc.69
				
	ETREEV	 	TX5136554	 	02/07/2000	 	Treev, Inc.70



	 64
	 Correction of clerical error in name (from Treev, LLC to Treev LLC) necessary.
Filing and recordation of a release (against a security interest granted by TREEV, Inc. to Greyrock Capital, a division of Nationscredit Commercial Corporation on 2/26/99, recorded by the USPTO at reel/frame 9827/0745 on 3/23/99) necessary. 




	 65
	 Correction of clerical error in name (from Treev, LLC to Treev LLC) necessary.
Filing and recordation of a release of security interest (granted by Treev, Inc. to Greyrock Capital, a division of Nationscredit Commercial Corporation on 02/26/1999; recorded by the Copyright Office on 03/23/1999) necessary.




	 66
	 Correction of clerical error in name (from Treev, LLC to Treev LLC) necessary.
Filing and recordation of a release of security interest (granted by Treev, Inc. to Greyrock Capital, a division of Nationscredit Commercial Corporation on 02/26/1999; recorded by the Copyright Office on 03/23/1999) necessary.




	 67
	 Correction of clerical error in name (from Treev, LLC to Treev LLC) necessary.
Filing and recordation of a release of security interest (granted by Treev, Inc. to Greyrock Capital, a division of Nationscredit Commercial Corporation on 02/26/1999; recorded by the Copyright Office on 03/23/1999) necessary.




	 68
	 Correction of clerical error in name (from Treev, LLC to Treev LLC) necessary.
Filing and recordation of a release of security interest (granted by Treev, Inc. to Greyrock Capital, a division of Nationscredit Commercial Corporation on 02/26/1999; recorded by the Copyright Office on 03/23/1999) necessary.




	 69
	 Correction of clerical error in name (from Treev, LLC to Treev LLC) necessary.
Filing and recordation of a release of security interest (granted by Treev, Inc. to Greyrock Capital, a division of Nationscredit Commercial Corporation on 02/26/1999; recorded by the Copyright Office on 03/23/1999) necessary.



  

 6-23 








 Valutec Card Solutions, LLC 
  

							
	 Trademark
	  	Reg. (App.) No.	  	Issue (Filing) Date	  	 Owner

	JUMPSTART	  	3,078,471	  	04/11/2006	  	Valutec Card Solutions, Inc.71
				
	LAUNCHBOX	  	3,078,472	  	04/11/2006	  	Valutec Card Solutions, Inc.72
				
	VALUTEC	  	2,905,072	  	11/23/2004	  	Valutec Card Solutions, Inc.73



	 70
	 Correction of clerical error in name (from Treev, LLC to Treev LLC) necessary.
Filing and recordation of a release of security interest (granted by Treev, Inc. to Greyrock Capital, a division of Nationscredit Commercial Corporation on 02/23/2000; recorded by the Copyright Office on 03/02/2000) necessary.




	 71
	 Title update (to Valutec Card Solutions, LLC) necessary.




	 72
	 Title update (to Valutec Card Solutions, LLC) necessary.




	 73
	 Title update (to Valutec Card Solutions, LLC) necessary.



  

 6-24 








 VECTORsgi, Inc. 
  

							
	 Trademark
	  	Reg. (App.) No.	  	Issue (Filing) Date	  	 Owner

	 V and Design
	  	3,135,479	  	08/29/2006	  	VECTORsgi, Inc.
				
	

	  		  		  	
				
	 VECTOR
	  	1,769,783	  	05/11/1993	  	VECTORsgi, Inc.
				
	 VECTOR:ADJUSTMENTS
	  	1,933,692	  	11/07/1995	  	VECTORsgi, Inc.
				
	 VECTOR:ANALYSIS
	  	1,933,691	  	11/07/1995	  	VECTORsgi, Inc.
				
	 VECTOR:CASH
	  	2,308,618	  	01/18/2000	  	VECTORsgi, Inc.
				
	 VECTOR:CLEARING
	  	1,933,694	  	11/07/1995	  	VECTORsgi, Inc.
				
	 VECTOR:CONNEXION
	  	1,933,674	  	11/07/1995	  	VECTORsgi, Inc.
				
	 VECTOR:DELIVERY
	  	2,287,445	  	10/19/1999	  	VECTORsgi, Inc.
				
	 VECTOR:FIVE
	  	1,942,325	  	12/19/1995	  	VECTORsgi, Inc.
				
	 VECTOR:INQUIRY
	  	1,933,669	  	11/07/1995	  	VECTORsgi, Inc.
				
	 VECTOR:KITE
	  	1,933,670	  	11/07/1995	  	VECTORsgi, Inc.
				
	 VECTOR:MICROFILM
	  	1,933,677	  	11/07/1995	  	VECTORsgi, Inc.
				
	 VECTOR:NOTIFICATION
	  	1,933,676	  	11/07/1995	  	VECTORsgi, Inc.
				
	 VECTOR:PREDECISION
	  	1,933,702	  	11/07/1995	  	VECTORsgi, Inc.
				
	 VECTOR:PRESENTMENT
	  	1,933,701	  	11/07/1995	  	VECTORsgi, Inc.
				
	 VECTOR:RECONCILE
	  	1,932,003	  	10/31/1995	  	VECTORsgi, Inc.
				
	 VECTOR:RETURNS
	  	1,932,004	  	10/31/1995	  	VECTORsgi, Inc.
				
	 VECTOR:SORT
	  	1,933,699	  	11/07/1995	  	VECTORsgi, Inc.
				
	 VECTOR:STORAGE
	  	2,284,941	  	10/12/1999	  	VECTORsgi, Inc.
				
	 VECTOR:TRACKING
	  	1,933,683	  	11/07/1995	  	VECTORsgi, Inc.

  

 6-25 









							
	 Patent Title
	  	Patent No.	 	Issue Date	 	 Owner

	System and method for evaluating fraud suspects	  	(09/545,046)	 	(04/07/2000)	 	VECTORsgi, Inc.74
				
	System and method for processing exception items	  	(09/560,745)	 	(04/28/2000)	 	VECTORsgi, Inc.75
				
	Method and system for check image sorting deposits	  	(10/914,918)	 	(08/10/2004)	 	VECTORsgi, Inc.76
				
	Method and system for verifying check images	  	(10/993,814)	 	(11/19/2004)	 	VECTORsgi, Inc.
				
	Method and system for retaining MICR code format	  	(11/060,655)	 	(02/17/2005)	 	VECTORsgi, Inc.
				
	System and method for embedding check data in a check image	  	(11/115,015)	 	(04/25/2005)	 	VECTORsgi, Inc.
				
	System and method for processing electronic payments	  	(11/120,267)	 	(05/02/2005)	 	VECTORsgi, Inc.
				
	Method and system for online communication between a check sorter and a check processing system	  	(11/149,776)	 	(06/09/2005)	 	VECTORsgi, Inc.
				
	System and method for consumer opt-out of payment conversions	  	(11/211,012)	 	(08/24/2005)	 	VECTORsgi, Inc.
				
	Method and system for online communication between a check sorter and a check processing system	  	6,608,274	 	08/19/2003	 	VECTORsgi, Inc.



	 74
	 Filing and recordation of
inventor assignments at the USPTO necessary, unless such assignments have already been filed. 



	 75
	 Filing and recordation of
inventor assignments at the USPTO necessary, unless such assignments have already been filed. 



	 76
	 Filing and recordation of
inventor assignments at the USPTO necessary, unless such assignments have already been filed. 


  

 6-26 









							
	 Patent Title
	  	Patent No.	  	Issue Date	  	 Owner

	Method and system for online communication between a check sorter and a check processing system	  	6,924,450	  	08/02/2005	  	VECTORsgi, Inc.
				
	Method and system for emulating a check sorter	  	6,985,617	  	01/10/2006	  	VECTORsgi, Inc.
				
	Method and system for duplicate commercial paper detection	  	7,028,886	  	04/18/2006	  	VECTORsgi, Inc.
				
	Method and system for emulating a check sorter	  	7,177,456	  	02/13/2007	  	VECTORsgi, Inc.
				
	Method and system for processing images for a check sorter	  	7,177,840	  	02/13/2007	  	VECTORsgi, Inc.
				
	Method and system for duplicate commercial paper detection	  	7,178,721	  	02/20/2007	  	VECTORsgi, Inc.
				
	Method and system for online communication between a check sorter and a check processing system	  	7,178,723	  	02/20/2007	  	VECTORsgi, Inc.

  

 6-27 








 Vicor, Inc. 
  

							
	 Trademark
	  	Reg. (App.) No.	  	Issue (Filing) Date	  	 Owner

	RIDS	  	2,344,074	  	04/18/2000	  	Vicor, Inc.
				
	VICOR	  	2,129,384	  	01/13/1998	  	Vicor, Inc.
				
	VICOR	  	2,962,265	  	06/14/2005	  	Vicor, Inc.

  

 6-28 








 Schedule 7 
 COMMERCIAL TORT CLAIMS 
 None. 
  


 7-1 








 ACKNOWLEDGEMENT AND CONSENT*** 
 The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement dated as of November 1, 2007 (the
“Agreement”), made by the Grantors parties thereto for the benefit of JPMORGAN CHASE BANK, N.A., as Administrative Agent. The undersigned agrees for the benefit of the Administrative Agent and the Lenders as follows: 
 1. The undersigned will be bound by the terms of the Agreement and will comply with such terms insofar as such terms are applicable to the undersigned.

 2. The undersigned will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in
Section 5.7(a) of the Agreement. 
 3. The terms of Section 6.3(c) of the Agreement shall apply to it, mutatis mutandis,
with respect to all actions that may be required of it pursuant to Section 6.3(c) of the Agreement. 
  

			
	[NAME OF ISSUER]
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	Address for Notices:
	
	  

	
	  

	
	  

		
	Fax:	 	




	***	This consent is necessary only with respect to any Issuer which is not also a Grantor. This consent may be modified or eliminated with respect to any Issuer that is not controlled
by a Grantor. If a consent is required, its execution and delivery should be included among the conditions to the initial borrowing specified in the Credit Agreement. 








 Annex 1 to 
 Guarantee and Collateral Agreement 
 ASSUMPTION AGREEMENT, dated as of
                            , 2007, made by
                                        
             (the “Additional Grantor”), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”)
for the banks and other financial institutions or entities (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.

 WITNESSETH : 
 WHEREAS,
METAVANTE TECHNOLOGIES, INC. (“Holdings”), METAVANTE CORPORATION (the “Borrower”), the Lenders and the Administrative Agent have entered into a Credit Agreement, dated as of November 1, 2007 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”); 
 WHEREAS, in connection with the Credit
Agreement, the Borrower and certain of its Affiliates (other than the Additional Grantor) have entered into the Guarantee and Collateral Agreement, dated as of November 1, 2007 (as amended, supplemented or otherwise modified from time to time,
the “Guarantee and Collateral Agreement”) in favor of the Administrative Agent for the ratable benefit of the Secured Parties; 
 WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and 
 WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement; 
 NOW, THEREFORE, IT IS AGREED: 
 1. Guarantee and Collateral Agreement. By executing and delivering
this Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as
if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the
information set forth in the Schedules to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral
Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date. 
 2. Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 








 2 
  

 IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and
delivered as of the date first above written. 
  

			
	[ADDITIONAL GRANTOR]
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 6-2 








 Annex 1-A to 
 Assumption Agreement 
 Supplement to Schedule 1 
 Supplement to Schedule 2 
 Supplement to Schedule 3 
 Supplement to Schedule 4 
 Supplement to Schedule 5 
 Supplement to Schedule 6 
 [Supplement to Schedule 7]