EXECUTION VERSION


 


THIRD AMENDMENT AND JOINDER AGREEMENT
TO 

ORIGINATOR PURCHASE AGREEMENT


 


THIS THIRD AMENDMENT
AND JOINDER AGREEMENT TO ORIGINATOR PURCHASE AGREEMENT, dated as of May 16, 2013 (this “Amendment”),
is entered into by and among DST SYSTEMS, INC., a Delaware corporation (“DST Systems”), as the Purchaser
and the Servicer, DST INTELLISOURCE, LLC, a Delaware limited liability company (the “New Seller”) and
each of the parties named on Exhibit I hereto (each, an “Existing Seller” and collectively, the
“Existing Sellers” and the Existing Sellers together with the New Seller, the “Sellers”).
Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below).


 


WHEREAS, the Existing
Sellers and DST Systems have entered into that certain Originator Purchase Agreement, dated as of May 21, 2009 (as amended through
the date hereof, the “Existing Agreement” and, as amended hereby, the “Agreement”);


 


WHEREAS, the Sellers
and DST Systems desire to amend the Existing Agreement in certain respects as provided herein;


 


NOW THEREFORE, in consideration
of the premises and the other mutual covenants contained herein, the parties hereto agree as follows:


 


SECTION
1.Joinder of New Seller. The New Seller hereby accepts the duties, obligations and responsibilities of a Seller under
the Existing Agreement, agrees to assume the duties and responsibilities, and be bound by each of the obligations of, a Seller
and is hereby made a party to the Existing Agreement.


 


SECTION
2.Schedules and Exhibits. Each of Schedule I (List of Sellers), Exhibit C (Addresses) and Exhibit D (Seller UCC Information)
to the Existing Agreement is hereby deleted and replaced in its entirety with Schedule I (List of Sellers), Exhibit C (Addresses)
and Exhibit D (Seller UCC Information), attached hereto, respectively, to reflect the addition of the New Seller as a Seller.


 


SECTION
3.Representations and Warranties of the New Seller. The New Seller hereby makes each of the representations and warranties
made by the Existing Sellers under the Existing Agreement as if each such representation and warranty was set forth herein, mutatis
mutandis.


 


SECTION
4.Covenants and Agreements of the New Seller. The New Seller hereby makes each of the covenants and agreements made
by the Existing Sellers under the Existing Agreement as if each such covenant and agreement was set forth herein, mutatis mutandis.


 




    	 



    	 



    

 


SECTION
5.Effective Date. This Amendment shall become effective as of the date (the “Effective Date”)
on which the last of the following shall occur: (a) this Amendment shall have been executed and delivered by a duly authorized
officer of each party hereto and (b) the Eighth Amendment to Receivables Purchase Agreement, dated as of the date hereof, shall
have been executed and delivered by a duly authorized officer of each party thereto; provided, however, the New Seller shall
not participate as a Seller under the Existing Agreement until each of the conditions set forth in Section 7 of this Amendment
with respect to the New Seller has been satisfied or waived in writing by the Agent.


 


SECTION
6.Reference to and Effect on the Agreement and the Related Documents. 


 


On
the Effective Date (a) each of the Existing Sellers hereby reaffirms all covenants, representations and warranties made by it in
the Existing Agreement and agrees that all such covenants, representations and warranties shall be deemed to have been restated
as of the Effective Date of this Amendment, (b) each reference in the Existing Agreement to “Seller” or “Sellers”
or words of like import shall include the New Seller and (c) each reference in the Existing Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of like import shall mean and be, and any references
to the Existing Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Existing
Agreement shall mean and be, a reference to the Existing Agreement as amended hereby.


 


SECTION
7.Conditions Precedent to Effectiveness of this Amendment. 


 


This Amendment is subject
to the conditions precedent that DST Systems and the Agent shall have received the following, each (unless otherwise indicated)
dated the date hereof, and in form and substance satisfactory to DST Systems and the Agent:


 


(a)          certified copies
of the resolutions (or similar authorization) of the sole manager of the New Seller approving this Amendment and certified copies
of all documents evidencing other necessary limited liability company action and governmental approvals, if any, with respect to
this Amendment;


 


(b)          a certificate
of the Secretary or Assistant Secretary of the New Seller certifying the names and true signatures of the officers of the New Seller
authorized to sign this Amendment and the other documents to be delivered by it hereunder;


 


(c)          a copy of good
standing certificate for the New Seller issued within thirty (30) days prior to the date hereof by the Secretary of State of the
state of formation of the New Seller and the state where the New Seller’s principal place of business is located;


 


(d)          copies of proper
financing statements (Form UCC1) to be filed under the UCC on or before the date of this Agreement in all jurisdictions as may
be necessary or, in the opinion of the Agent, desirable under the UCC or any comparable law of all appropriate jurisdictions to
perfect the transfer by the New Seller to DST Systems of the Receivables;


 


(e)          copies of proper
UCC amendment statements (Form UCC3), if any, necessary to effect the release of all security interests and other rights of any
Person in the Receivables of each New Seller, and the related Contracts and Related Security;


 




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(f)          a search report
provided in writing to the Agent, (i) listing all effective financing statements that name the New Seller as debtor and that
are filed in the jurisdiction in which filing was made pursuant to subsection (d) above and in such other jurisdiction
that the Agent shall reasonably request, together with copies of such financing statements (none of which (other than any of the
financing statements described in subsection (d) above) shall cover any Receivables, and (ii) listing all tax
liens and judgment liens (if any) filed against the New Seller in the jurisdictions described above;


 


(g)          a copy of the
executed Amendment; and


 


(h)          such other agreements,
instruments, certificates, opinions and other documents as the Agent may reasonably request.


 


SECTION
8.Post-Closing Actions. Prior to the date that is ten (10) days after the date hereof, the New Seller shall cause to
be delivered to the Agent favorable opinions of counsel to the New Seller, as applicable, as to such matters and in form and substance
satisfactory to the Agent including, without limitation, the following:


 


(a)          the New Seller
is (i) organized, existing and in good standing under the laws of its jurisdiction of organization, with all necessary power and
authority to own its properties and conduct its business as currently conducted and (ii) qualified to do business as a foreign
limited liability company, in good standing in each jurisdiction in which the conduct of its business requires such qualification;


 


(b)          the New Seller
has or had at all relevant times, full power, authority and legal right to exercise, deliver and perform its obligations under
the Agreement; and has or had at all relevant times full power, authority and legal right to originate, own and transfer the Receivables
and the other property transferred by it to DST Systems;


 


(c)          the Agreement,
this Amendment and each other document related hereto to which the New Seller is a party has been duly authorized, executed and
delivered by such Person and is a valid and binding agreement, enforceable against such Person in accordance with its respective
terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in equity);


 


(d)          the transfer
of the Receivables by the New Seller to DST Systems pursuant to the Agreement, the compliance by the New Seller with all of the
provisions of the Agreement and the consummation of the transactions contemplated the Agreement, and each other document contemplated
hereby or thereby to which the New Seller is a party will not (i) conflict with or result in a breach of any of the terms
or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument
known to such counsel to which the New Seller is a party or by which the New Seller is bound or to which any of the property or
assets of the New Seller is subject, (ii) result in any violation of the provisions of any order known to such counsel of any court
or governmental agency or body having jurisdiction over the New Seller or any of its properties or (iii) result in any violation
of the provisions of the articles of association, other formation documents or the operating agreement of the New Seller or to
counsel’s knowledge any statute or any rule or regulation of any governmental agency or body having jurisdiction over the
New Seller or any of its properties;


 




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(e)          no authorization,
approval, consent or order of, or filing with, any court or governmental authority or agency is required by the New Seller in connection
with the consummation of the transactions contemplated in the Agreement or any other document contemplated hereby or thereby to
which the New Seller is a party, except such as have been obtained;


 


(f)          to the best
of such counsel’s knowledge and information without independent inquiry, there are no legal or governmental proceedings pending
or threatened (i) asserting the invalidity of the Existing Agreement or any other document contemplated hereby or thereby
to which the New Seller is a party, (ii) seeking to prevent the consummation by the New Seller of any of the transactions contemplated
by this Amendment, the Existing Agreement or any other document contemplated hereby or thereby to which the New Seller is a party
or (iii) which might materially adversely affect the rights of DST Systems hereunder or under the Existing Agreement;


 


(g)          the provisions
of the Agreement are effective to create a valid security interest in the Receivables of the New Seller and the proceeds thereof
in favor of DST Systems;


 


(h)          no New Seller
is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended;


 


(i)          the existence
of a “true sale” of the Receivables from the New Seller to DST Systems under the Agreement; and


 


(j)          the inapplicability
of the doctrine of substantive consolidation to the New Seller and the owner of the membership interest of the New Seller.


 


SECTION
9.Authorization to File Financing Statements and Financing Statement Amendments. The New Seller hereby authorizes DST
Systems and the Agent (as DST System’s assign) to file one or more financing statements and/or financing statements amendments,
as applicable, with any and all applicable state filing offices relating to the interests of DST System and the Agent (as DST System’s
assign) in the Seller Collateral.


 


SECTION
10.Miscellaneous.


 


(a)          Effect on
Existing Agreement. Except as specifically amended hereby, the Existing Agreement shall remain in full force and effect. This
Amendment shall not constitute a novation of the Existing Agreement, but shall constitute an amendment thereof.


 


(b)          No Waiver.
The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any
Person under the Existing Agreement or any other Transaction Document or any other document, instrument or agreement executed in
connection therewith, nor constitute a waiver of any provision contained therein.


 




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(c)          Fees and
Expenses. The New Seller and DST Systems agree to pay all costs, fees, and expenses (including, without limitation, reasonable
attorneys’ fees and time charges of attorneys) incurred by the Agent and the Investor in connection with the preparation,
execution and enforcement of this Amendment.


 


(d)          Successors
and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns.


 


(e)          Counterparts.
This Amendment may be executed in any number of counterparts, and by the different parties hereto on the same or separate counterparts,
each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page by facsimile or other electronic means shall be effective as delivery of
a manually executed counterpart of this Amendment.


 


(f)          Headings.
The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not
be deemed to affect the meaning or construction of any of the provisions hereof.


 


(g)          Amendments.
This Amendment may not be amended or otherwise modified except as provided in the Existing Agreement.


 


(h)          GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE
TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 


 


[remainder of page intentionally
left blank]


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date hereof.


 


	SELLERS:	DST OUTPUT, LLC
	 	DST OUTPUT CENTRAL, LLC
	 	DST OUTPUT EAST, LLC
	 	DST OUTPUT WEST, LLC
	 	DST TECHNOLOGIES, INC.,
	 	DST MAILING SERVICES, INC.
	 	DST OUTPUT ELECTRONIC SOLUTIONS, INC.
	 	DST WORLDWIDE SERVICES, LLC
	 	DST RETIREMENT SOLUTIONS, LLC
	 	ARGUS HEALTH SYSTEMS, INC.
	 	DST DIRECT, LLC
	 	DST HEALTH SOLUTIONS, LLC
	 	DST GLOBAL SOLUTIONS NORTH AMERICA, LLC
	 	ISPACE SOFTWARE TECHNOLOGIES, INC.
	 	DST BROKERAGE SOLUTIONS, LLC
	 	FINIX PROFESSIONAL SERVICES, LLC
	 	CONVERGE SYSTEMS, LLC
	 	NEWKIRK PRODUCTS, INC.
	 	LTM PUBLISHING, INC.
	 	MCKAY HOCHMAN CO., INC.
	 	THIRD PARTY EDUCATIONAL SYSTEMS, INC.
	 	CFG OUTPUT LLC
	 	DST INTELLISOURCE, LLC
	 	DST HEALTHCARE HOLDINGS, INC.


 


	 	By:	/s/ Gregg W. Givens
	 	 	Name: Gregg W. Givens
	 	 	Title:   Assistant Treasurer


 


[Signature Page to Third Amendment and Joinder
Agreement - DST Systems]


 




    	 



    	 



    

 


 


	SERVICER:	DST SYSTEMS, INC.
	 	 	 
	 	By:	/s/ Gregg W. Givens
	 	 	Name: 	Gregg W. Givens
	 	 	Title:	Vice President and 
	 	 	 	Chief Accounting Officer
	 	 	 
	PURCHASER:	DST SYSTEMS, INC.
	 	 	 
	 	By:	/s/ Gregg W. Givens
	 	 	Name:	Gregg W. Givens
	 	 	Title:	Vice President and 
	 	 	 	Chief Accounting Officer


 


[Signature Page to Third Amendment and Joinder
Agreement - DST Systems]


 




    	 



    	 



    

 


Acknowledged and consented to
by:


 


	BANK OF AMERICA, NATIONAL ASSOCIATION,	 
	as Agent	 
	 	 	 
	By:	/s/ Jeremy Grubb	 
	 	Name:	Jeremy Grubb	 
	 	Title:	Vice President	 


 


[Signature Page to Third Amendment and Joinder
Agreement - DST Systems]


 




    	 



    	 



    

 


EXHIBIT I


 


List of Existing Sellers:


 


DST Output, LLC


 


DST Output Central, LLC


 


DST Output East, LLC


 


DST Output West, LLC


 


DST Technologies, Inc.


 


DST Mailing Services, Inc.


 


DST Output Electronic Solutions, Inc.


 


DST Worldwide Services, LLC


 


DST Retirement Solutions, LLC


 


Argus Health Systems, Inc.


 


DST Direct, LLC


 


DST Health Solutions, LLC


 


DST Global Solutions North America, LLC


 


iSpace Software Technologies, Inc.


 


DST Brokerage Solutions, LLC


 


Finix Professional Services, LLC


 


Converge Systems, LLC


 


Newkirk Products, Inc.


 


LTM Publishing, Inc.


 


McKay Hochman Co., Inc.


 


Third Party Educational Systems, Inc. (d/b/a MasteryPoint
Financial Technologies)


 


CFG Output LLC (f/k/a DST Output Fulfillment Group,
LLC)


 


DST Healthcare Holdings, Inc. (f/k/a DST Health Solutions
Holdings, Inc.)


 




    	Exhibit I



    	 



    

 


SCHEDULE I

LIST OF SELLERS


 


DST Output, LLC


 


DST Output Central, LLC


 


DST Output East, LLC


 


DST Output West, LLC


 


DST Technologies, Inc.


 


DST Mailing Services, Inc.


 


DST Output Electronic Solutions, Inc.


 


DST Worldwide Services, LLC


 


DST Retirement Solutions, LLC


 


Argus Health Systems, Inc.


 


DST Direct, LLC


 


DST Health Solutions, LLC


 


DST Global Solutions North America, LLC


 


iSpace Software Technologies, Inc.


 


DST Brokerage Solutions, LLC


 


Finix Professional Services, LLC


 


Converge Systems, LLC


 


Newkirk Products, Inc.


 


LTM Publishing, Inc.


 


McKay Hochman Co., Inc.


 


Third Party Educational Systems, Inc. (d/b/a MasteryPoint Financial
Technologies)


 


CFG Output LLC (f/k/a DST Output Fulfillment Group, LLC)


 


DST Intellisource, LLC


 


DST Healthcare Holdings, Inc. (f/k/a DST Health Solutions Holdings,
Inc.


 




    	Schedule I



    	 



    

 


EXHIBIT C


 


ADDRESSES


 


	SELLERS:	DST Output, LLC
	 	DST Output Central, LLC
	 	DST Output East, LLC
	 	DST Output West, LLC
	 	DST Technologies, Inc.
	 	DST Mailing Services, Inc.
	 	DST Output Electronic Solutions, Inc.
	 	DST Worldwide Services, LLC
	 	DST Retirement Solutions, LLC
	 	DST Brokerage Solutions, LLC
	 	Finix Professional Services, LLC
	 	Converge Systems, LLC
	 	CFG Output LLC
	 	DST Intellisource, LLC
	 	333 West 11th Street, 5th Floor
	 	Kansas City, MO  64105
	 	Attention:  Gregg Wm. Givens
	 	Facsimile No. 816-435-8630
	 	 
	 	Argus Health Systems, Inc.
	 	1300 Washington Street
	 	Kansas City, MO 64105
	 	Attention:  Gregg Wm. Givens
	 	Facsimile No. 816-435-8630
	 	 
	 	DST Direct, LLC
	 	601 Monroe Street
	 	Jefferson City, MO 65101
	 	Attention: Gregg Wm. Givens
	 	Facsimile No. 816-435-8630
	 	 
	 	DST Health Solutions, LLC
	 	DST Healthcare Holdings, Inc.
	 	2400 Thea Drive
	 	Harrisburg, PA  17110
	 	Attention:  Gregg Wm. Givens
	 	Facsimile No. 717-703-6190


 




    	Exhibit C-1



    	 



    

 


	 	DST Global Solutions North America, LLC
	 	27 Melcher Street
	 	Boston, MA 02210
	 	Attention: Gregg Wm. Givens
	 	Facsimile No. 617-482-8878
	 	 
	 	iSpace Software Technologies, Inc.
	 	2400 Thea Drive
	 	Harrisburg, PA  17110
	 	Attention:  Gregg Wm. Givens
	 	Facsimile No. 717-703-6190
	 	 
	 	Newkirk Products, Inc.
	 	15 Corporate Circle
	 	Albany, NY 12203
	 	Attention: Gregg Wm. Givens
	 	Facsimile No. 518-862-3399
	 	 
	 	LTM Publishing, Inc.
	 	15 Corporate Circle
	 	Albany, NY 12203
	 	Attention: Gregg Wm. Givens
	 	Facsimile No. 518-862-3399
	 	 
	 	McKay Hochman Co., Inc.
	 	10 Park Place
	 	Butler, NJ 07405
	 	Attention: Gregg Wm. Givens
	 	Facsimile No. 518-862-3399
	 	 
	 	Third Party Educational Systems, Inc.
	 	43 Main Street, SE
	 	Minneapolis, MN 55414
	 	Attention: Gregg Wm. Givens
	 	Facsimile No. 518-862-3399
	 	 
	PURCHASER:	DST Systems, Inc.
	 	333 West 11th Street, 5th Floor
	 	Kansas City, MO  64105
	 	Attention:  Gregg Wm. Givens
	 	Facsimile No. 816-435-8630


 




    	Exhibit C-2



    	 



    

 


EXHIBIT D


 


SELLER UCC INFORMATION


 


	Name: 	DST Output, LLC
	 	 
	Address:	333 West 11th Street, 5th Floor
	 	Kansas City, MO  64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


 


	Name: 	DST Output Central, LLC
	 	 
	Address:	333 West 11th Street, 5th Floor
	 	Kansas City, MO  64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


 


	Name: 	DST Output East, LLC
	 	 
	Address:	333 West 11th Street, 5th Floor
	 	Kansas City, MO  64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: DST Output East, Inc.


D/B/A Names: None


 


	Name: 	DST Output West, LLC
	 	 
	Address:	333 West 11th Street, 5th Floor
	 	Kansas City, MO  64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 




    	Exhibit D-1



    	 



    

 


Prior Names: None


D/B/A Names: None


 


	Name: 	DST Technologies, Inc.
	 	 
	Address:	333 West 11th Street, 5th Floor
	 	Kansas City, MO  64105


 


Jurisdiction of Organization: Missouri


UCC Filing Office: Secretary of State of Missouri


 


Prior Names: None


D/B/A Names: None


 


	Name: 	DST Mailing Services, Inc.
	 	 
	Address:	333 West 11th Street, 5th Floor
	 	Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware

UCC Filing Office: Secretary of State of Delaware



Prior Names: DST Postal Services, Inc., Global Mailing Services, Inc.

D/B/A Names: None






	Name: 	DST Output Electronic Solutions, Inc.
	 	 
	Address:	333 West 11th Street, 5th Floor
	 	Kansas City, MO  64105


 


Jurisdiction of Organization: Missouri


UCC Filing Office: Secretary of State of Missouri


 


Prior Names: DST CDS, Inc., Corporate Documents
Systems, Inc. and DST Electronic Output Solutions, Inc.


D/B/A Names: None


 


	Name: 	DST Worldwide Services, LLC
	 	 
	Address:	333 West 11th Street, 5th Floor
	 	Kansas City, MO  64105


 


Jurisdiction of Organization: Missouri


UCC Filing Office: Secretary of State of Missouri


 


Prior Names: DST WorldWide Services, LLC


D/B/A Names: None


 




    	Exhibit D-2



    	 



    

 


	Name: 	DST Retirement Solutions, LLC
	 	 
	Address:	333 West 11th Street, 5th Floor
	 	Kansas City, MO  64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


 


	Name: 	Argus Health Systems, Inc.
	 	 
	Address:	1300 Washington Street
	 	Kansas City, MO  64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


 


	Name: 	DST Direct, LLC
	 	 
	Address:	601 Monroe Street
	 	Jefferson City, MO  65101


 


Jurisdiction of Organization: Missouri


UCC Filing Office: Secretary of State of Missouri


 


Prior Names: None


D/B/A Names: None


 


	Name: 	DST Health Solutions, LLC
	 	 
	Address:	2400 Thea Drive
	 	Harrisburg, PA  17110


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: Synertech Health System Solutions,
LLC, DST Health Solutions Systems, LLC and DST Health Solutions Services, LLC


D/B/A Names: None


 




    	Exhibit D-3



    	 



    

 


	Name: 	DST Global Solutions North America, LLC
	 	 
	Address:	27 Melcher Street
	 	Boston, MA 02210


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: DSTi Mosiki, LLC


D/B/A Names: None


 


	Name: 	iSpace Software Technologies, Inc.
	 	 
	Address:	2400 Thea Drive
	 	Harrisburg, PA 17110


 


Jurisdiction of Organization: California


UCC Filing Office: Secretary of State of California


 


Prior Names: None


D/B/A Names: None


 


	Name: 	DST Brokerage Solutions, LLC
	 	 
	Address:	333 West 11th Street, 5th Floor
	 	Kansas City, MO  64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


 


	Name: 	Finix Professional Services, LLC
	 	 
	Address:	333 West 11th Street, 5th Floor
	 	Kansas City, MO  64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


 


	Name: 	Converge Systems, LLC
	 	 
	Address:	333 West 11th Street, 5th Floor
	 	Kansas City, MO  64105


 




    	Exhibit D-4



    	 



    

 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


 


	Name: 	Newkirk Products, Inc.
	 	 
	Address:	15 Corporate Circle
	 	Albany, NY 12203


 


Jurisdiction of Organization: New York

UCC Filing Office: Secretary of State of New York



Prior Names: None

D/B/A Names: None


 


	Name: 	LTM Publishing, Inc.
	 	 
	Address:	15 Corporate Circle
	 	Albany, NY 12203


 


Jurisdiction of Organization: New York

UCC Filing Office: Secretary of State of New York






Prior Names: None

D/B/A Names: None


 


	Name: 	McKay Hochman Co., Inc.
	 	 
	Address:	10 Park Place
	 	Butler, NJ 07405




Jurisdiction of Organization: New York

UCC Filing Office: Secretary of State of New York



Prior Names: None

D/B/A Names: None


 


	Name: 	Third Party Educational Systems, Inc.
	 	 
	Address:	43 Main Street, SE
	 	Minneapolis, MN 55414




Jurisdiction of Organization: Minnesota

UCC Filing Office: Secretary of State of Minnesota








    	Exhibit D-5



    	 



    

 


Prior Names: None

D/B/A Names: MasteryPoint Financial Technologies


 


	Name: 	CFG Output LLC
	 	 
	Address:	333 West 11th Street, 5th Floor
	 	Kansas City, MO  64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: DST Output Fulfillment Group, LLC


D/B/A Names: None


 


	Name: 	DST Intellisource, LLC
	 	 
	Address:	333 West 11th Street, 5th Floor
	 	Kansas City, MO  64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


 


	Name: 	DST Healthcare Holdings, Inc. 
	 	 
	Address:	2400 Thea Drive
	 	Harrisburg, PA  17110


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: DST Health Solutions Holdings,
Inc.


D/B/A Names: None








    	Exhibit D-6