**Exhibit 10.9**

 

**SUBSIDIARY GUARANTY AGREEMENT**

 

This SUBSIDIARY GUARANTY AGREEMENT, dated as of September 28, 2005 (as amended, restated, amended and restated, supplemented or otherwise modifiedfrom time to time, this “Agreement”), is made by each of the Persons (such capitalized term and all other capitalized terms not otherwise defined herein to have the meanings provided for in Article I) listed on the signaturepages hereof (such Persons, together with the Additional Guarantors (as defined in Section 5.6) are collectively referred to as the “Guarantors” and individually as a “Guarantor”), in favor of BANK OFAMERICA, N.A., as administrative and collateral agent (in such capacity, the “Administrative Agent”) for each of the Secured Parties. 

 

**W I T N E S S E T H:**

 

**WHEREAS**, First Advantage Corporation, a Delaware corporation, (the “Borrower”) is a party to a Credit Agreement, dated as of thedate hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the various financial institutions as are, or may from time to time become,parties thereto, LaSalle Bank National Association, as Syndication Agent, Wachovia Bank, National Association and SunTrust Bank, as Co-Documentation Agents, the Administrative Agent and Bank of America, N.A., as L/C Issuer and Swing Line Lender andthe other Loan Documents referred to therein; and 

 

**WHEREAS**, each of the Guarantors is a Subsidiary of the Borrower and will receive substantial direct and indirect benefits from the Credit Agreement and the Credit Extensions and other financial accommodations to be made or issuedthereunder; 

 

**NOW THEREFORE**, for good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Lenders to make Credit Extensions (including the initial Credit Extension) to the Borrower pursuant to the Credit Agreement, each Guarantoragrees, for the benefit of each Secured Party, as follows: 

 

**ARTICLE I**

**DEFINITIONS**

 

**1.1 Definitions.** The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall have thefollowing meanings (such definitions to be equally applicable to the singular and plural forms thereof): 

 

“Additional Guarantors” is defined in Section 5.6(b). 

 

“Administrative Agent” is defined in the preamble. 

 

“Agreement” is defined in the preamble. 

 

“Borrower” is defined in the first recital.

 

“Credit Agreement” is defined in the firstrecital. 

 

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“Guaranteed Obligations” is defined in Section 2.1. 

 

“Guarantor” and “Guarantors” are defined inthe preamble. 

 

“Indemnitee” is definedin Section 5.4(a). 

 

“LoanDocuments” is defined in the Credit Agreement. 

 

“Obligations” is defined in the Credit Agreement. 

 

“Other Taxes” is defined in the Credit Agreement. 

 

“Post Petition Interest” is defined in Section 2.4(b)(ii). 

 

“Secured Party” is defined in the Security Agreement. 

 

“Secured Swap Contract” is defined in the SecurityAgreement. 

 

“Subordinated Obligations” isdefined in Section 2.4(b). 

 

“Taxes” is defined in the Credit Agreement. 

 

“Termination Date” means the date on which the latest of the following events occurs: 

 

(a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Agreement; 

 

(b) the termination or expiration of the Availability Period; and 

 

(c) the termination or expiration of all Letters of Credit and all SecuredSwap Contracts. 

 

**1.2 Credit Agreement Definitions.**Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement. 

 

**1.3 Other Interpretive Provisions.** The rules of construction in Sections 1.02 to 1.06 of the Credit Agreement shallbe equally applicable to this Agreement. 

 

**ARTICLE II**

**GUARANTY**

 

**2.1 Guaranty; Limitation of Liability.** (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentwhen due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including,without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, 

 

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indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees topay any and all expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Agreement or any other LoanDocument. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or inrespect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. 

 

(b) Each Guarantor, and by its acceptance of this Agreement, theAdministrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Agreement and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes ofDebtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Law to the extent applicable to this Agreement and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, theAdministrative Agent, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this Agreement at any time shall be limited to the maximum amount as will result in the Obligations of suchGuarantor under this Agreement not constituting a fraudulent transfer or conveyance. 

 

(c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Agreement or any other guaranty, such Guarantor willcontribute, to the maximum extent permitted by Law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents. 

 

**2.2 Guaranty Absolute.** Each Guarantor guarantees that the GuaranteedObligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. TheObligations of each Guarantor under or in respect of this Agreement are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may bebrought and prosecuted against each Guarantor to enforce this Agreement, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action oractions. This Agreement is an absolute and unconditional guaranty of payment when due, and not of collection, by each Guarantor jointly and severally with any other Guarantor of the Guaranteed Obligations. The liability of each Guarantor under thisAgreement shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: 

 

(a) any lack of validity or enforceability of any Loan Document or anyagreement or instrument relating thereto; 

 

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(b) any change in the time, manner or place of payment of, or in any other term of, all or any of theGuaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase inthe Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; 

 

(c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, orconsent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; 

 

(d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any othercollateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; 

 

(e) any change, restructuring or termination of the corporate structure orexistence of any Loan Party or any of its Subsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other Loan Party or its assets or any resulting release or discharge of any GuaranteedObligation; 

 

(f) the existence of any claim, setoff or otherright which any Guarantor may have at any time against any Loan Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction; 

 

(g) any invalidity or unenforceability relating to or against the Borrower orany other Loan Party for any reason of the whole or any provision of any Loan Document, or any provision of applicable Law purporting to prohibit the payment or performance by the Borrower of the Guaranteed Obligations; 

 

(h) any failure of any Secured Party to disclose to any Loan Party anyinformation relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of theSecured Parties to disclose such information); 

 

(i) the failureof any other Person to execute or deliver this Agreement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or 

 

(j) any other circumstance (including, without limitation, any statute oflimitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. 

 

This Agreement shall continue to be effective or be reinstated, as the casemay be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be 

 

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returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, allas though such payment had not been made. 

 

**2.3 Waivers andAcknowledgments.**

 

(a) Each Guarantor herebyunconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the GuaranteedObligations and this Agreement and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or anyCollateral. 

 

(b) Each Guarantor hereby unconditionally andirrevocably waives any right to revoke this Agreement and acknowledges that this Agreement is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. 

 

(c) Each Guarantor hereby unconditionally and irrevocably waives (i) anydefense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution orindemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of setoff orcounterclaim against or in respect of the Obligations of such Guarantor hereunder. 

 

(d) Each Guarantor acknowledges that the Administrative Agent may, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Agreement, foreclose under anymortgage by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Administrative Agent and the other Secured Parties against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefitsthat may be afforded by applicable Law. 

 

(e) Each Guarantorhereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties orprospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party. 

 

(f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the LoanDocuments and that the waivers set forth in Section 2.2 and this Section 2.3 are knowingly made in contemplation of such benefits. 

 

**2.4 Subordination.** (a) Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have orhereafter acquire against the Borrower, any other Guarantor or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this 

 

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Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution (pursuant toSection 2.1(c) or otherwise) or indemnification and any right to participate in any claim or remedy of any Secured Party against the Borrower, any other Guarantor or any other insider guarantor or any Collateral, whether or not suchclaim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Guarantor or any other insider guarantor, directly or indirectly, in cash orother property or by setoff or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Termination Date has occurred. 

 

(b) Each Guarantor hereby agrees that any and all debts, liabilities and other obligations owed to such Guarantor by eachother Loan Party, including pursuant to Section 2.1(c) (collectively, the “Subordinated Obligations”), are hereby subordinated to the prior payment in full in cash of the Obligations of such other Loan Party under theLoan Documents to the extent and in the manner hereinafter set forth in this Section 2.4(b): 

 

(i) Except during the continuance of an Event of Default (including the commencement and continuation of any proceeding under any DebtorRelief Law relating to any other Loan Party), each Guarantor may receive regularly scheduled payments from any other Loan Party on account of the Subordinated Obligations. After the occurrence and during the continuance of any Event of Default(including the commencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party), however, unless the Administrative Agent otherwise agrees, no Guarantor shall demand, accept or take any action to collectany payment on account of the Subordinated Obligations. 

 

(ii) In any proceeding under any Debtor Relief Law relating to any other Loan Party, each Guarantor agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Obligations (includingall interest and expenses accruing after the commencement of a proceeding under any Debtor Relief Law, whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) of each other Loan Party before suchGuarantor receives payment of any Subordinated Obligations of such other Loan Party. 

 

(iii) After the occurrence and during the continuance of any Event of Default (including the commencement and continuation of anyproceeding under any Debtor Relief Law relating to any other Loan Party), each Guarantor shall, if the Administrative Agent so requests, collect, enforce and receive payments on account of any Subordinated Obligations due to such Guarantor from anyother Loan Party as trustee for the Secured Parties and deliver such payments to the Administrative Agent for application to the Guaranteed Obligations (including all Post Petition Interest), together with any necessary endorsements or otherinstruments of transfer, but without reducing or affecting in any manner the liability of such Guarantor under the other provisions of this Agreement. 

 

(iv) After the occurrence and during the continuance of any Event of Default (including the commencement and continuation of anyproceeding under any 

 

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Debtor Relief Law relating to any other Loan Party), the Administrative Agent is authorized and empowered (but without any obligation to so do), in itsdiscretion, (A) in the name of any Guarantor, to collect and enforce, and to submit claims in respect of, Subordinated Obligations due to such Guarantor and to apply any amounts received thereon to the Guaranteed Obligations (including any andall Post Petition Interest), and (B) to require any Guarantor (1) to collect and enforce, and to submit claims in respect of, Subordinated Obligations due to such Guarantor and (2) to pay any amounts received on such obligations tothe Administrative Agent for application to the Guaranteed Obligations (including any and all Post Petition Interest). 

 

(v) In the event of any conflict between the provisions of this Section 2.4(b) and the provisions of Annex A of any PledgedNote (as defined in the Pledge Agreement), the provisions of such Annex A shall govern. 

 

(c) If any amount shall be paid to any Guarantor in violation of this Section 2.4 at any time prior to the Termination Date, such amount shall be received and held in trust for the benefit of the SecuredParties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited andapplied to the Guaranteed Obligations and all other amounts payable under this Agreement, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amountspayable under this Agreement thereafter arising. 

 

(d) If theTermination Date shall have occurred, the Administrative Agent will, at any Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary toevidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Agreement. 

 

**2.5 Payments Free and Clear of Taxes, Etc.** (a) Any and all payments made by any Guarantor under or in respect ofthis Agreement or any other Loan Document shall be made, in accordance with Section 3.01 of the Credit Agreement, free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if any Guarantorshall be required by any Laws to deduct any Taxes (including Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additionalsums payable under this Section 2.5), each of the Administrative Agent, Lender or the L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantorshall make such deductions, and (iii) such Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Law. 

 

(b) Without limiting the provisions of subsection (a) above, each Guarantor shall timely pay any Other Taxes that arisefrom any payment made by or on behalf of such Guarantor under or in respect of this Agreement or any other Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, this Agreement andthe other Loan Documents to the relevant Governmental Authority in accordance with Law. 

 

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(c) Each Guarantor shall indemnify the Administrative Agent, each Lender and the L/C Issuer, within 10days after demand therefor, for the full amount of Taxes or Other Taxes (including any Indemnified Taxes or Other Taxes imposed or asserted or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or L/CIssuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevantGovernmental Authority. A certificate as to the amount of such payment or liability delivered to a Guarantor by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of aLender or the L/C Issuer, shall be conclusive absent manifest error. 

 

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Guarantor to a Governmental Authority, such Guarantor shall deliver to the Administrative Agent the original or a certified copy of a receipt issued bysuch Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 

 

**ARTICLE III**

**REPRESENTATIONS AND WARRANTIES**

 

Each Guarantorhereby makes each representation and warranty made in the Loan Documents by the Borrower and the Parent with respect to such Guarantor and each Guarantor hereby further represents and warrants as follows: 

 

**3.1 No Conditions Precedent.** There are no conditions precedent to theeffectiveness of this Agreement that have not been satisfied or waived. 

 

**3.2 Independent Credit Analysis.** Such Guarantor has, independently and without reliance upon any Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision toenter into this Agreement and each other Loan Document to which it is or is to be a party, and such Guarantor has established adequate means of obtaining from each other Loan Party on a continuing basis information pertaining to, and is now and on acontinuing basis will be completely familiar with, the business, condition (financial or otherwise), operations, performance, properties and prospects of such other Loan Party. 

 

**ARTICLE IV**

**COVENANTS**

 

**4.1****Performance of LoanDocuments.** Each Guarantor covenants and agrees that until the Termination Date, such Guarantor will perform and observe, and cause each of its Subsidiaries to perform and observe, all of the terms, covenants and agreements set forth in the LoanDocuments on its or their part to be performed or observed or that the Borrower has agreed to cause such Guarantor or such Subsidiaries to perform or observe. 

 

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**ARTICLE V**

**MISCELLANEOUS PROVISIONS**

 

**5.1 Loan Document.** This Agreement is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisionsthereof. 

 

**5.2 No Waiver; Remedies.** No failure on thepart of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exerciseof any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by the Law. 

 

**5.3 Right of Setoff.** If an Event of Default shall have occurred and be continuing, each Secured Party and each of their respective Affiliates ishereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to setoff and apply any and all deposits (general or special, time or demand, provisional or final in whatever currency) at any time held andother obligations (in whatever currency) at any time owing by, such Secured Party or any such Affiliate to or for the credit or the account of any Guarantor against any and all of the Obligations of such Guarantor now or hereafter existing underthis Agreement or any other Loan Documents to such Secured Party, irrespective of whether or not such Secured Party shall have made any demand under this Agreement or any other Loan Document and although such Obligations of such Guarantor may becontingent or unmatured or are owed to a branch or office of such Secured Party different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Secured Party and their respective Affiliates under thisSection are in addition to other rights and remedies (including other rights of setoff) that such Secured Party or their respective Affiliates may have. Each Secured Party agrees to notify such Guarantor and the Administrative Agent promptly afterany such setoff and application; provided, that the failure to give such notice shall not affect the validity of such setoff and application. 

 

**5.4 Indemnification.** (a) Without limitation on any other Obligations of any Guarantor or remedies of the Secured Parties under this Agreement,each Guarantor shall indemnify the Administrative Agent (and any sub-agent thereof), each other Secured Party, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and holdeach Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee byany third party or by any Borrower or any other Loan Party arising out of, in connection with, or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of any Loan Party enforceable against such LoanParty in accordance with their terms; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of 

 

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competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or(y) result from a claim brought by the Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such other Loan Party has obtained a final and nonappealablejudgment in its favor on such claim as determined by a court of competent jurisdiction. 

 

(b) Each Guarantor hereby also agrees that none of the Indemnitees shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any of the Guarantors or any of their respective Affiliates,directors, officers, employees, counsel, agents and attorneys-in-fact, and each Guarantor hereby agrees not to assert any claim against any Indemnitee on any theory of liability, for special, indirect, consequential or punitive damages arising outof or otherwise relating to the Loans, the actual or proposed use of the proceeds of the Credit Extensions, the Loan Documents or any of the transactions contemplated by the Loan Documents. 

 

(c) All amounts due under this Section 5.4 shall be payable notlater than ten Business Days after demand therefor. 

 

(d)Without prejudice to the survival of any of the other agreements of any Guarantor under this Agreement or any of the other Loan Documents, the agreements and obligations of each Guarantor contained in Section 2.1(a) (with respect toenforcement expenses), the last sentence of Section 2.2, Section 2.5 and this Section 5.4 shall survive the payment in full of the Guaranteed Obligations and all of the other amounts payable under this Agreement.

 

**5.5 Continuing Guaranty.** This Agreement is a continuingagreement and shall: (a) remain in full force and effect until the Termination Date, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and theirsuccessors, transferees and assigns. 

 

**5.6 Amendments, etc.;Additional Guarantors; Successors and Assigns.** (a) No amendment to or waiver of any provision of this Agreement nor consent to any departure by any Guarantor herefrom, shall in any event be effective unless the same shall be in writing andsigned by the Administrative Agent and, with respect to any such amendment, by the Guarantors, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 

 

(b) Upon the execution and delivery by any Person of a Joinder Agreement insubstantially the form of Exhibit J to the Credit Agreement, such Person shall be referred to as an “Additional Guarantor” and shall be and become a Guarantor, and each reference in this Agreement to “Guarantor” shall alsomean and be a reference to such Additional Guarantor. 

 

(c) ThisAgreement shall be binding upon each Guarantor and its successors, transferees and assigns and shall inure to the benefit of the Administrative Agent and each other Secured Party and their respective successors, transferees and assigns;provided, however, that no Guarantor may assign its obligations hereunder without the prior written consent of the Administrative Agent. 

 

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**5.7 Addresses for Notices.** All notices and other communications provided for hereunder shall be inwriting and mailed, delivered or transmitted by telecopier to each party hereto at the address set forth in Section 10.02 of the Credit Agreement (with any notice to a Guarantor being delivered to such Guarantor in care of the Borrower). Allsuch notices and other communications shall be deemed to be given or made at the times provided in Section 10.02 of the Credit Agreement. 

 

**5.8 Section Captions.** Section captions used in this Agreement are for convenience of reference only, and shall not affect the construction of thisAgreement. 

 

**5.9 Severability.** If any provision of thisAgreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in goodfaith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provisionin a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

 

**5.10 Counterparts.**This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shallconstitute an original, but all of which when taken together shall constitute a single contract. 

 

**5.11 Governing Law, Etc. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.**

 

**(b) EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLYSUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANYTHEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS INRESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCHACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THEADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY MAY OTHERWISE**

 

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**HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANYJURISDICTION.**

 

**(c) EACH GUARANTOR IRREVOCABLY ANDUNCONDITI-ONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT INANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION ORPROCEEDING IN ANY SUCH COURT.**

 

**(d) EACH PARTY HERETOIRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 5.7. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.**

 

**5.12 Right to Trial by Jury. EACH PARTY HERETO HEREBYIRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THETRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCHOTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHERTHINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.**

 

**5.13 Entire Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES OR BYPRIOR OR CONTEMPORANEONS WRITTEN AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.**

 

[Signature Page Follows] 

 

12 

Subsidiary Guaranty 

IN WITNESS WHEREOF, each Guarantor has caused this Agreement to be duly executed and delivered by itsofficer thereunto duly authorized as of the date first above written. 

 

**AMERICAN DRIVING RECORDS, INC.,**

**aCalifornia corporation**
By: 
/s/ John Long
Name: John LongTitle: Chairman
**FIRST ADVANTAGE BACKGROUND SERVICES CORP.,**

**a Florida corporation**
By: 
/s/ John Long
Name: John LongTitle: Chairman
**FIRST ADVANTAGE COREFACTS, LLC,**

**aVirginia limited liability company**
By: 
/s/ John Long
Name: John LongTitle: Chairman
**FIRST ADVANTAGE ENTERPRISE SCREENING CORPORATION,**

**a Florida corporation**
By: 
/s/ John Long
Name: John LongTitle: Chairman
 

S-1 

**FIRST ADVANTAGE GOVERNMENT**

**SERVICES LLC,**

**a Delaware limited liability company**
By: 
/s/ John Long
Name: John LongTitle: President
**FIRST ADVANTAGE OCCUPATIONAL HEALTH SERVICES CORP.,**

**a Florida corporation**
By: 
/s/ John Long
Name: John LongTitle: Chairman
**FIRST ADVANTAGE PUBLIC RECORDS, LLC,**

**a Delaware limited liability company**
By: 
/s/ John Long
Name: John LongTitle: Chairman
**FIRST ADVANTAGE SAFERENT, INC.,**

**aDelaware corporation**
By: 
/s/ John Long
Name: John LongTitle: Chairman
**FIRST ADVANTAGE TAX CONSULTING SERVICES, LLC,**

**a Delaware limited liability company**
By: 
/s/ John Long
Name: John LongTitle: Chairman
 

S-2 

**FIRST AMERICAN INDIAN HOLDINGS LLC,**

**a Delaware limited liability company**
By: 
/s/ John Long
Name: John LongTitle: Chairman
**JENARK BUSINESS SYSTEMS, INC.,**

**aMaryland corporation**
By: 
/s/ John Long
Name: John LongTitle: Chairman
**NATIONAL DATA REGISTRY, LLC,**

**aDelaware limited liability company**
By: 
/s/ John Long
Name: John LongTitle: Chairman
**NATIONAL BACKGROUND DATA, LLC,**

**aDelaware limited liability company**
By: 
/s/ John Long
Name: John LongTitle: Chairman
**OMEGA INSURANCE SERVICES, INC.,**

**aFlorida corporation**
By: 
/s/ Richard J. Taffet
Name: Richard J. TaffetTitle: Chairman
 

S-3 

**PEA SOUP MERGER CORPORATION,**

**aFlorida corporation**
By: 
/s/ John Long
Name: John LongTitle: President
**PROUDFOOT REPORTS INCORPORATED,**

**aNew York corporation**
By: 
/s/ John Long
Name: John LongTitle: Chairman
**QUANTITATIVE RISK SOLUTIONS LLC,**

**an Arizona limited liability company**
By: 
/s/ John Long
Name: John LongTitle: Chairman
**REALEUM, INC.,**

**a Delawarecorporation**
By: 
/s/ John Long
Name: John LongTitle: Chairman
**US SEARCH.COM INC.,**

**a Delawarecorporation**
By: 
/s/ John Long
Name: John LongTitle: Chairman
 

S-4 

**MULTIFAMILY COMMUNITY INSURANCE AGENCY, INC.,**

**a Maryland corporation**
By: 
/s/ John Long
Name: John LongTitle: Chairman
**FIRST AMERICAN MEMBERSHIP SERVICES, INC.,**

**a California corporation**
By: 
/s/ John Long
Name: John LongTitle: President
**FIRST AMERICAN CREDCO OF PUERTO RICO, INC.,**

**a Delaware corporation**
By: 
/s/ John Long
Name: John LongTitle: President
**CIG INVESTMENTS, LLC,**

**a Delawarelimited liability company**
By: 
/s/ John Long
Name: John LongTitle: President
**NORTH AMERICAN CREDCO, INC.,**

**aDelaware corporation**
By: 
/s/ John Long
Name: John LongTitle: President

**FIRST AMERICAN CREDIT MANAGEMENT SOLUTIONS, INC.,**

**a Delaware corporation**
 By: 
/s/ John Long
Name: John LongTitle: President
**CMSI CREDIT SERVICES, INC.,**

**aMaryland corporation**
By: 
/s/ John Long
Name: John LongTitle: President
**CREDITREPORTPLUS, LLC,**

**a Marylandlimited liability company**
By: 
/s/ John Long
Name: John LongTitle: President
**BAR NONE, INC.,**

**a Delawarecorporation**
By: 
/s/ John Long
Name: John LongTitle: President
**TELETRACK, INC.,**

**a Georgiacorporation**
By: 
/s/ John Long
Name: John LongTitle: President

**FIRST ADVANTAGE CIG, LLC**

**aDelaware limited liability company**
By: 
/s/ John Lamson
Name: John LamsonTitle: CFO
ACKNOWLEDGED AND ACCEPTED:
**BANK OF AMERICA, N.A.,**

asAdministrative Agent
By: 
/s/ Cameron Cardozo
Name: Cameron CardozoTitle: Senior Vice President