Guarantee Agreement Dated as of August 11, 2005



 Exhibit 10.2 
  

  
 GUARANTEE AGREEMENT 
  
 dated as of 
  
 August 11, 2005, 
  
 among 
  
 SUNGARD HOLDCO LLC, 
  
 SUNGARD DATA SYSTEMS INC. 
  
 SOLAR CAPITAL CORP., 
  
 THE SUBSIDIARIES OF SUNGARD DATA SYSTEMS INC. 
 IDENTIFIED HEREIN 
  
 and 
  
 JPMORGAN CHASE BANK, N.A., 
  
 as Administrative Agent 
  








 TABLE OF CONTENTS 
  


			
	ARTICLE I	  	 
		
	Definitions	  	 
		
	 SECTION 1.01. Credit Agreement
	  	1
		
	 SECTION 1.02. Other Defined Terms
	  	1
		
	ARTICLE II	  	 
		
	Guarantee	  	 
		
	 SECTION 2.01. Guarantee
	  	3
		
	 SECTION 2.02. Guarantee of Payment
	  	3
		
	 SECTION 2.03. No Limitations
	  	4
		
	 SECTION 2.04. Reinstatement
	  	5
		
	 SECTION 2.05. Agreement To Pay; Subrogation
	  	5
		
	 SECTION 2.06. Information
	  	5
		
	ARTICLE III	  	 
		
	Indemnity, Subrogation and Subordination	  	 
		
	 SECTION 3.01. Indemnity and Subrogation
	  	6
		
	 SECTION 3.02. Contribution and Subrogation
	  	6
		
	 SECTION 3.03. Subordination
	  	6
		
	ARTICLE IV	  	 
		
	Miscellaneous	  	 
		
	 SECTION 4.01. Notices
	  	7
		
	 SECTION 4.02. Waivers; Amendment
	  	7
		
	 SECTION 4.03. Administrative Agent’s Fees and Expenses; Indemnification
	  	7
		
	 SECTION 4.04. Successors and Assigns
	  	8











			
	 SECTION 4.05. Survival of Agreement
	  	8
		
	 SECTION 4.06. Counterparts; Effectiveness; Several Agreement
	  	9
		
	 SECTION 4.07. Severability
	  	9
		
	 SECTION 4.08. Right of Set-Off
	  	9
		
	 SECTION 4.09. Governing Law; Jurisdiction; Consent to Service of Process
	  	10
		
	 SECTION 4.10. WAIVER OF JURY TRIAL
	  	10
		
	 SECTION 4.11. Headings
	  	11
		
	 SECTION 4.12. Security Interest Absolute
	  	11
		
	 SECTION 4.13. Termination or Release
	  	11
		
	 SECTION 4.14. Additional Restricted Subsidiaries
	  	12
		
	 SECTION 4.15. Effectiveness of the Merger
	  	12


			
		
	Schedules	  	 
		
	 Schedule I
	  	Subsidiary Parties
		
	Exhibits	  	 
		
	 Exhibit I
	  	Form of Guarantee Agreement Supplement










 GUARANTEE AGREEMENT dated as of August 11, 2005 among SUNGARD HOLDCO LLC
(“Holdings”), SUNGARD DATA SYSTEMS INC., SOLAR CAPITAL CORP., the Subsidiaries of the Company identified herein and JPMORGAN CHASE BANK, N.A., as Administrative Agent. 
  
 Reference is made to the Credit Agreement dated as of August 11, 2005
(as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, SunGard, the Overseas Borrowers, Holdings, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and an
L/C Issuer, each Lender from time to time party thereto, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as Co-Syndication Agents, and Barclays Bank PLC and The Royal Bank of Canada, as Co-Documentation Agents. The Lenders have
agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this
Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in
order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows: 
  
 ARTICLE I 
  
 Definitions 
  
 SECTION 1.01. Credit
Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. 
  
 (b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement. 
  
 SECTION 1.02. Other Defined Terms. As used in this Agreement, the
following terms have the meanings specified below: 
  
 “Agreement” means this Guarantee Agreement. 
  
 “Claiming Party” has the meaning assigned to such term in Section 3.02. 
  
 “Contributing Party” has the meaning assigned to such term in Section 3.02. 
  
 “Credit Agreement” has the meaning assigned to such term in
the preliminary statement of this Agreement. 
  
 “Credit
Agreement Obligations” means the “Obligations” as defined in the Credit Agreement. 
  

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 “Credit Agreement Secured Parties” means, collectively, the Administrative Agent, the
Lenders, the Hedge Banks, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c) of the Credit Agreement. 
  
 “Existing Notes Holder” means the person in whose name an
Existing Note is registered in the books of SunGard or the Company, as applicable, kept for such purpose. 
  
 “Existing Notes Indenture” means the indenture dated January 15, 2004 between SunGard and the Existing Notes Trustee. 
  
 “Existing Notes Obligations” means the due and punctual
payment by SunGard or the Company, as applicable, of the principal and interest on the Existing Notes, when and as due. 
  
 “Existing Notes Secured Parties” means the Existing Notes Holders and the Existing Notes Trustee. 
  
 “Existing Notes Trustee” means The Bank of New York and its
successors and assigns. 
  
 “Guarantee Agreement
Supplement” means an instrument in the form of Exhibit I hereto. 
  
 “Guarantor” means each Overseas Guarantor and each U.S. Guarantor. 
  
 “Obligations” means the Credit Agreement Obligations, the Overseas Revolving Obligations and the Existing Notes Obligations. 

 
 “Overseas Guarantor” means each Subsidiary Party that is
a Qualified Foreign Subsidiary. 
  
 “Overseas Secured
Parties” means, collectively, the Administrative Agent, the Revolving Credit Lenders, Hedge Banks that are counterparties to Secured Hedge Agreements with Overseas Revolver Borrowers, the Supplemental Administrative Agent and each co-agent
or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c) of the Credit Agreement. 
  
 “Secured Parties” means the Credit Agreement Secured Parties, the Overseas Secured Parties and the Existing Notes Secured Parties.

  
 “Subsidiary Parties” means (a) the
Restricted Subsidiaries identified on Schedule I and (b) each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date. 
  
 “U.S. Guarantor” means each of Holdings, the Company and each Subsidiary Party that is a Domestic
Subsidiary. 
  

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 ARTICLE II 

 
 Guarantee 
  
 SECTION 2.01. Guarantee. (a) Each U.S. Guarantor unconditionally
guarantees, jointly with the other U.S. Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Credit Agreement Obligations. Each of the U.S. Guarantors further agrees that the
Credit Agreement Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Credit Agreement Obligation.
Each of the U.S. Guarantors waives presentment to, demand of payment from and protest to the applicable Borrower or any other Loan Party of any of the Credit Agreement Obligations, and also waives notice of acceptance of its guarantee and notice of
protest for nonpayment. 
  
 (b) Each Overseas Guarantor
unconditionally guarantees, jointly with the other Overseas Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Overseas Revolving Obligations. Each of the Overseas
Guarantors further agrees that the Overseas Revolving Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal
of any Overseas Obligation. Each of the Overseas Guarantors waives presentment to, demand of payment from and protest to the applicable Borrower or any other Loan Party of any of the Overseas Revolving Obligations, and also waives notice of
acceptance of its guarantee and notice of protest for nonpayment. 
  
 (c) Each U.S. Guarantor unconditionally guarantees, jointly with the other U.S. Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Existing Notes Obligations. Each
of the U.S. Guarantors further agrees that the Existing Notes Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or
renewal of any Existing Notes Obligation. Each of the U.S. Guarantors waives presentment to, demand of payment from and protest to SunGard, the Company or any other Loan Party of any of the Existing Notes Obligations, and also waives notice of
acceptance of its guarantee and notice of protest for nonpayment. 
  
 SECTION 2.02. Guarantee of Payment. Each of the Guarantors further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the
Administrative Agent or any other Secured Party to any security held for the payment of the Credit Agreement Obligations, Overseas Revolving Obligations or Existing Notes Obligations, as applicable, or to any balance of any deposit account or credit
on the books of the Administrative Agent or any other Secured Party in favor of the applicable Borrower, SunGard, the Company or any other Person. 
  

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 SECTION 2.03. No Limitations. (a) Except for termination of a Guarantor’s obligations
hereunder as expressly provided in Section 4.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Credit Agreement Obligations, Overseas Revolving
Obligations or Existing Notes Obligations, as applicable, or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure
of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any
release from any of the terms or provisions of, any Loan Document, the Existing Notes Indenture or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral
Agent (as defined in the Security Agreement) or any other Secured Party for the Credit Agreement Obligations, Overseas Revolving Obligations or Existing Notes Obligations, as applicable, or any of them; (iv) any default, failure or delay,
wilful or otherwise, in the performance of the Credit Agreement Obligations, Overseas Revolving Obligations or Existing Notes Obligations, as applicable; or (v) any other act or omission that may or might in any manner or to any extent vary the
risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Credit Agreement Obligations, Overseas Revolving Obligations or Existing Notes
Obligations, as applicable). Each Guarantor expressly authorizes the applicable Secured Parties to take and hold security for the payment and performance of the Credit Agreement Obligations, Overseas Revolving Obligations or Existing Notes
Obligations, as applicable, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or
substitute any one or more other guarantors or obligors upon or in respect of the Credit Agreement Obligations, Overseas Revolving Obligations or Existing Notes Obligations, as applicable, all without affecting the obligations of any Guarantor
hereunder. 
  
 (b) To the fullest extent permitted by applicable
law, each Guarantor waives any defense based on or arising out of any defense of the applicable Borrower, SunGard, the Company or any other Loan Party or the unenforceability of the Credit Agreement Obligations, Overseas Revolving Obligations or
Existing Notes Obligations, as applicable, or any part thereof from any cause, or the cessation from any cause of the liability of the applicable Borrower, SunGard, the Company or any other Loan Party, other than the indefeasible payment in full in
cash of all the Credit Agreement Obligations, Overseas Revolving Obligations or Existing Notes Obligations, as applicable. The Administrative Agent and the other Secured Parties may in accordance with the terms of the Collateral Documents, at their
election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Credit Agreement Obligations,
Overseas Revolving Obligations or Existing Notes 

  

 4 








 
Obligations, as applicable, make any other accommodation with the applicable Borrower, SunGard, the Company or any other Loan Party or exercise any other
right or remedy available to them against the applicable Borrower, SunGard, the Company or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Credit Agreement
Obligations, Overseas Revolving Obligations or Existing Notes Obligations, as applicable, have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any
such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the applicable Borrower, SunGard, the Company or
any other Loan Party, as the case may be, or any security. 
  
 SECTION 2.04. Reinstatement. Each of the Guarantors agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Credit Agreement
Obligation, Overseas Obligation or Existing Notes Obligation, as applicable, is rescinded or must otherwise be restored by the Administrative Agent or any other Secured Party upon the bankruptcy or reorganization of the applicable Borrower, SunGard,
the Company, any other Loan Party or otherwise. 
  
 SECTION 2.05.
Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure
of the applicable Borrower, SunGard, the Company or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to
and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Obligation; provided that Overseas Guarantors shall have no payment obligations hereunder
other than with respect to Overseas Revolving Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent as provided above, all rights of such Guarantor against the applicable Borrower, SunGard, the Company or any other Loan
Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article III. 
  
 SECTION 2.06. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the
applicable Borrower’s, SunGard’s, the Company’s and each other Loan Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Credit Agreement Obligation, Overseas Revolving
Obligations or Existing Notes Obligations, as applicable, and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent or the other Secured Parties will have any
duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks. 
  

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 ARTICLE III

  
 Indemnity, Subrogation and Subordination

  
 SECTION 3.01. Indemnity and Subrogation. In
addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 3.03), each Borrower agrees that in the event a payment of an obligation shall be made by any Guarantor under this
Agreement, such Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment. 
  
 SECTION 3.02. Contribution and Subrogation. Each Subsidiary Party (a
“Contributing Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Subsidiary Party hereunder in respect of any Obligation and such other Subsidiary Party (the “Claiming
Party”) shall not have been fully indemnified by the applicable Borrower as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case multiplied
by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the
date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guarantee Agreement Supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a
Claiming Party pursuant to this Section 3.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment. 
  
 SECTION 3.03. Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the U.S. Guarantors and
the Overseas Guarantors under Sections 3.01 and 3.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Credit
Agreement Obligations and the Overseas Revolving Obligations, respectively. No failure on the part of any Borrower or any Guarantor to make the payments required by Sections 3.01 and 3.02 (or any other payments required under applicable law or
otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder. 

 
 (b) Each U.S. Guarantor and each Overseas Guarantor hereby agrees that
upon the occurrence and during the continuance of an Event of Default and after notice from the Collateral Agent all Indebtedness owed by it to any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Credit
Agreement Obligations and the Overseas Revolving Obligations, respectively. 
  

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 ARTICLE IV 

 
 Miscellaneous 
  
 SECTION 4.01. Notices. All communications and notices hereunder shall
(except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement or Section 11.02 of the Existing Notes Indenture, as applicable. All communications and notices hereunder to any
Subsidiary Party shall be given to it in care of the Company as provided in Section 10.02 of the Credit Agreement. 
  
 SECTION 4.02. Waivers; Amendment. (a) No failure or delay by the Administrative Agent, any L/C Issuer or any Lender in exercising any right or
power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any
other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the L/C Issuers and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of
any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of
this Section 4.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit
shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall
entitle any Loan Party to any other or further notice or demand in similar or other circumstances. 
  
 (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered
into by the Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement; provided,
however, that the requisite written consent of the Existing Notes Holders or the Existing Notes Trustee under the Existing Notes Indenture shall be required with respect to any release, waiver, amendment or other modification of this Agreement
that would materially and adversely affect the guarantee by the U.S. Guarantors of the due and punctual payment and performance of the Existing Notes Obligations. Except as set forth in this Section 4.02(b), neither the Existing Notes Holders
nor the Existing Notes Trustee shall have any rights to approve any release, waiver, amendment, modification, charge, discharge or termination with respect to this Agreement. 
  
 SECTION 4.03. Administrative Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that
the Administrative Agent shall be 

  

 7 








 
entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement. 
  
 (b) Without limitation of its indemnification obligations under the other
Loan Documents, the Company agrees to indemnify the Administrative Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution,
delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, whether or not any Indemnitee is a party thereto; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or wilful misconduct of such Indemnitee or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee. 
  
 (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other
Collateral Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby,
the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any other Secured Party. All
amounts due under this Section 4.03 shall be payable within 10 days of written demand therefor. 
  
 SECTION 4.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to
include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of their
respective successors and assigns. 
  
 SECTION 4.05. Survival
of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any
other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation
made by any Lender or on its behalf and notwithstanding that the Administrative Agent, any L/C Issuer or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the
Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable 

  

 8 








 
under any Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.

  
 SECTION 4.06. Counterparts; Effectiveness; Several
Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered
to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Loan Party and the Administrative Agent and their respective permitted successors and
assigns, and shall inure to the benefit of such Loan Party, the Administrative Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or
obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to
each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder. 
  
 SECTION 4.07. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or uneforceability without affecting the validity, legality and enforceability of the remaining
provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
  
 SECTION 4.08. Right of Set-Off. In addition to any rights and remedies of the Lenders provided by Law, upon the
occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Company or any other Loan Party, any such notice being waived by the Company
and each Loan Party to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender
and its Affiliates to or for the credit or the account of the respective Loan Parties against any and all obligations owing to such Lender and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Lender or
Affiliate shall have made demand under this Agreement and although such obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that, in the case of any
such deposits or other Indebtedness for the credit or the account of any Foreign Subsidiary, such set off may only be against any obligations of Foreign Subsidiaries. Each Lender 

  

 9 








 
agrees promptly to notify the Company and the Administrative Agent after any such set off and application made by such Lender; provided, that the
failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender may
have. 
  
 SECTION 4.09. Governing Law; Jurisdiction; Consent to
Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York. 
  
 (b) Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme
Court of the State of New York sitting in New York City and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement
or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in
such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, any L/C Issuer or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement or any other Loan Document against any Guarantor, or its properties in the courts of any jurisdiction. 
  
 (c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 4.09. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 
  
 (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in
Section 4.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 
  
 SECTION 4.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY 

  

 10 








 
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.10. 
  
 SECTION 4.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 
  
 SECTION 4.12. Security Interest Absolute. All rights of the
Administrative Agent hereunder and all obligations of each Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, the Existing Notes
Indenture, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the
Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, the Existing Notes Indenture or any other agreement or instrument, (c) any release or amendment or waiver of or
consent under or departure from any guarantee guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the Obligations or
this Agreement. 
  
 SECTION 4.13. Termination or Release.
(a) This Agreement and the Guarantees made herein shall terminate with respect to all Obligations when all the outstanding Credit Agreement Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under
the Credit Agreement, the L/C Obligations have been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. 
  
 (b) This Agreement and the Guarantees of the Existing Notes Obligations made herein shall terminate with respect to the
Existing Notes Trustee and the Existing Notes Holders when all Existing Notes Obligations have been indefeasibly paid in full. 
  
 (c) A Subsidiary Party shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit
Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such
consent did not provide otherwise. 
  
 (d) In connection with any
termination or release pursuant to paragraph (a) or (b), the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request 

  

 11 








 
to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 4.13 shall be without recourse to or warranty
by the Administrative Agent. 
  
 SECTION 4.14. Additional
Restricted Subsidiaries. Pursuant to Section 6.11 of the Credit Agreement, certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to
enter in this Agreement as Subsidiary Parties upon becoming a Restricted Subsidiaries. Upon execution and delivery by the Administrative Agent and a Restricted Subsidiary of a Guarantee Agreement Supplement, such Restricted Subsidiary shall become a
Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and
obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement. 
  

SECTION 4.15. Effectiveness of the Merger. SunGard and its Subsidiaries shall have no rights or obligations hereunder until the consummation of
the Merger and any representations and warranties of SunGard or any of its Subsidiaries hereunder shall not become effective until such time. Upon consummation of the Merger, SunGard shall succeed to all the rights and obligations of Solar Capital
Corp. under this Agreement and all rights, obligations, representations and warranties of SunGard and its Subsidiaries shall become effective as of the date hereof, without any further action by any Person. 
  

 12 








 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first
above written. 
  

			
	SUNGARD HOLDCO LLC,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: Executive Vice President,
Chief Financial Officer and Assistant Secretary
	
	SUNGARD DATA SYSTEMS INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Senior Vice President -
 Finance and Chief
Financial Officer

	
	SOLAR CAPITAL CORP.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: Executive Vice President,
Chief Financial Officer and Assistant Secretary
	
	ASC SOFTWARE INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: Assistant Vice President,
Assistant Secretary and Treasurer


  
 GUARANTEE
AGREEMENT SIGNATURE PAGE 








			
	ASSENT SOFTWARE LLC,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: President, Assistant Secretary and Treasurer
	
	AUTOMATED SECURITIES CLEARANCE, LTD.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: Assistant Vice President,
Assistant Secretary and Treasurer
	
	BANCWARE, INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: Assistant Vice President,
Assistant Clerk and Treasurer
	
	DATA TECHNOLOGY SERVICES INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: President, Treasurer and
Assistant Secretary
	
	DERIVATECH RISK SOLUTIONS INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: Assistant Vice President,
Assistant Secretary and Treasurer


  
 GUARANTEE
AGREEMENT SIGNATURE PAGE 








			
	ELINK PROCESSING LLC,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: Assistant Vice President,
Assistant Secretary and Treasurer
	
	EXETER EDUCATIONAL MANAGEMENT SYSTEMS, INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: Assistant Vice President and
Assistant Secretary
	
	FDP CORP.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: Assistant Vice President and
Assistant Secretary
	
	FINANCIAL DATA PLANNING CORP.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: Assistant Vice President and
Assistant Secretary
	
	FINANCIAL TECHNOLOGY SYSTEMS INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: President, Treasurer and
Assistant Secretary


  
 GUARANTEE
AGREEMENT SIGNATURE PAGE 








			
	HTE-UCS, INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: Assistant Vice President,
Assistant Secretary and Treasurer
	
	INFLOW LLC,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: Assistant Vice President,
Assistant Secretary and Treasurer
	
	MBM INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: President, Treasurer and
Assistant Secretary
	
	MICROHEDGE INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: Assistant Vice President,
Assistant Secretary and Treasurer
	
	ONLINE SECURITIES PROCESSING INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: President, Treasurer and
Assistant Secretary


  
 GUARANTEE
AGREEMENT SIGNATURE PAGE 








			
	PLAID BROTHERS SOFTWARE, INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: Assistant Vice President,
Treasurer and Assistant Secretary
	
	PORTFOLIO VENTURES INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: President, Treasurer and
Assistant Secretary
	
	PRESCIENT MARKETS INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: Assistant Vice President,
Assistant Secretary and Treasurer
	
	PROTOGENT, INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: Assistant Vice President,
Treasurer and Assistant Secretary
	
	SIS EUROPE HOLDINGS INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	Title: President, Treasurer and
Assistant Secretary


  
 GUARANTEE
AGREEMENT SIGNATURE PAGE 








			
	SRS DEVELOPMENT INC.,
		
	by	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: President, Treasurer and
 Assistant
Secretary

	
	SUNGARD ADVISOR TECHNOLOGIES INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Treasurer and
Assistant Secretary

	
	SUNGARD ASIA PACIFIC INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Assistant Secretary
and Treasurer

	
	SUNGARD ASSET MANAGEMENT SYSTEMS INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Treasurer and
Assistant Secretary

	
	SUNGARD AVAILABILITY INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Assistant Secretary
and Treasurer



  
 GUARANTEE
AGREEMENT SIGNATURE PAGE 








			
	SUNGARD AVAILABILITY SERVICES LP,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Treasurer and
Assistant Secretary

	
	SUNGARD AVAILABILITY SERVICES LTD.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: President, Treasurer and
 Assistant
Secretary

	
	SUNGARD BI-TECH INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Assistant Secretary
and Treasurer

	
	SUNGARD BSR INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Assistant Secretary
and Treasurer

	
	SUNGARD BUSINESS SYSTEMS INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President, and
 Assistant
Secretary



  
 GUARANTEE
AGREEMENT SIGNATURE PAGE 








			
	SUNGARD CANADA HOLDINGS INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: President, Treasurer and
 Assistant
Secretary

	
	SUNGARD COLLEGIS INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Assistant Secretary
and Treasurer

	
	SUNGARD COMPUTER SERVICES LLC,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Assistant Secretary
and Treasurer

	
	SUNGARD CORBEL INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President and
 Assistant
Secretary

	
	SUNGARD DEVELOPMENT CORPORATION,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: President, Treasurer and
 Assistant
Secretary



  
 GUARANTEE
AGREEMENT SIGNATURE PAGE 








			
	SUNGARD DIS INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: President Treasurer and
 Assistant
Secretary

	
	SUNGARD ENERGY SYSTEMS INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Assistant Secretary
and Treasurer

	
	SUNGARD ENFORM CONSULTING INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Assistant Secretary
and Treasurer

	
	SUNGARD EPROCESS INTELLIGENCE INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Assistant Secretary
and Treasurer

	
	SUNGARD EXPERT SOLUTIONS INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President, and
 Assistant
Secretary



  
 GUARANTEE
AGREEMENT SIGNATURE PAGE 








			
	SUNGARD FINANCIAL SYSTEMS INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Assistant Secretary
and Treasurer

	
	SUNGARD HTE INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Assistant Secretary
and Treasurer

	
	SUNGARD INSURANCE SYSTEMS INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President and
 Assistant
Secretary

	
	SUNGARD INVESTMENT PRODUCTS INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Assistant Secretary
and Treasurer

	
	SUNGARD INVESTMENT SYSTEMS INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Assistant Secretary
and Treasurer



  
 GUARANTEE
AGREEMENT SIGNATURE PAGE 








			
	SUNGARD INVESTMENT VENTURE LLC,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: President, Treasurer and
 Assistant
Secretary

	
	SUNGARD KIODEX INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Assistant Secretary
and Treasurer

	
	SUNGARD MARKET DATA SERVICES INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Assistant Secretary
and Treasurer

	
	SUNGARD NETWORK SOLUTIONS INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President and
 Assistant
Secretary

	
	SUNGARD PENTAMATION INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Assistant Secretary
and Treasurer



  
 GUARANTEE
AGREEMENT SIGNATURE PAGE 








			
	SUNGARD REFERENCE DATA SOLUTIONS INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Assistant Secretary
and Treasurer

	
	SUNGARD SAS HOLDINGS INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: President, Treasurer and
 Assistant
Secretary

	
	SUNGARD SCT INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President and
 Assistant
Secretary

	
	SUNGARD SECURITIES FINANCE INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Treasurer and
Assistant Secretary

	
	SUNGARD SECURITIES FINANCE INTERNATIONAL INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Treasurer and
Assistant Secretary



  
 GUARANTEE
AGREEMENT SIGNATURE PAGE 








			
	SUNGARD SHAREHOLDER SYSTEMS INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President and
 Assistant
Secretary

	
	SUNGARD SOFTWARE, INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: President, Treasurer and
 Assistant
Secretary

	
	SUNGARD SYSTEMS INTERNATIONAL INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Assistant Secretary
and Treasurer

	
	SUNGARD TECHNOLOGY SERVICES INC.,
		
	 by
	 	 /s/ Michael J. Ruane

	 	 	 Name: Michael J. Ruane

	 	 	 Title: Assistant Vice President,
 Assistant Secretary
and Treasurer



  
 GUARANTEE
AGREEMENT SIGNATURE PAGE 








					
	 SUNGARD TRADING SYSTEMS VAR
 LLC,

		
	by	 	 /s/ Michael J. Ruane

	 	 	 Name:
	 	 Michael J. Ruane

	 	 	 Title:
	 	 Assistant Vice President,

	 	 	 Assistant Secretary and Treasurer

	
	 SUNGARD TREASURY SYSTEMS
 INC.,

		
	by	 	 /s/ Michael J. Ruane

	 	 	 Name:
	 	 Michael J. Ruane

	 	 	 Title:
	 	 Assistant Vice President,

	 	 	 Assistant Secretary and Treasurer

	
	SUNGARD TRUST SYSTEMS INC.,
		
	by	 	 /s/ Michael J. Ruane

	 	 	 Name:
	 	 Michael J. Ruane

	 	 	 Title:
	 	 Assistant Vice President,

	 	 	 Treasurer and Assistant Secretary

	
	 SUNGARD WEALTH MANAGEMENT
 SERVICES, LLC,

		
	by	 	 /s/ Michael J. Ruane

	 	 	 Name:
	 	 Michael J. Ruane

	 	 	 Title:
	 	 Assistant Vice President,

	 	 	 Assistant Secretary and Treasurer



  
 GUARANTEE
AGREEMENT SIGNATURE PAGE 








					
	 SUNGARD WORKFLOW SOLUTIONS
 INC.,

		
	by	 	 /s/ Michael J. Ruane

	 	 	 Name:
	 	 Michael J. Ruane

	 	 	 Title:
	 	 Assistant Vice President and

	 	 	 Assistant Secretary

	
	 SYSTEMS & COMPUTER
 TECHNOLOGY CORPORATION,

		
	by	 	 /s/ Michael J. Ruane

	 	 	 Name:
	 	 Michael J. Ruane

	 	 	 Title:
	 	 Assistant Vice President and

	 	 	 Assistant Secretary

	
	 TRUST TAX SERVICES OF AMERICA,
 INC.,

		
	by	 	 /s/ Michael J. Ruane

	 	 	 Name:
	 	 Michael J. Ruane

	 	 	 Title:
	 	 Assistant Vice President,

	 	 	 Assistant Clerk and Treasurer

	
	WALL STREET CONCEPTS INC.,
		
	by	 	 /s/ Michael J. Ruane

	 	 	 Name:
	 	 Michael J. Ruane

	 	 	 Title:
	 	 Assistant Vice President,

	 	 	 Assistant Secretary and Treasurer



  
 GUARANTEE
AGREEMENT SIGNATURE PAGE 








					
	WORLD SYSTEMS INC.,
		
	by	 	 /s/ Michael J. Ruane

	 	 	 Name:
	 	 Michael J. Ruane

	 	 	 Title:
	 	 Assistant Vice President,

	 	 	 Assistant Secretary and Treasurer



  
 GUARANTEE
AGREEMENT SIGNATURE PAGE 








					
	 JPMORGAN CHASE BANK, N.A., as
 Administrative Agent,

		
	by	 	 /s/ Bruce Borden

	 	 	 Name:
	 	 BRUCE BORDEN

	 	 	 Title:
	 	 VICE PRESIDENT










 Schedule I to 
 the Guarantee Agreement 
  
 SUBSIDIARY PARTIES 
  
 Entity Name

  
 ASC Software Inc. 
  
 Assent Software LLC 
  
 Automated Securities Clearance, Ltd. 
  
 BancWare, Inc. 
  
 Data Technology Services Inc. 
  
 Derivatech Risk
Solutions Inc. 
  
 Elink Processing LLC 
  
 Exeter Educational Management Systems, Inc. 
  
 FDP Corp. 
  
 Financial Data Planning Corp. 
  
 Financial Technology Systems Inc. 
  
 HTE – UCS, Inc. 
  
 Inflow LLC 
  
 MBM Inc. 
  
 MicroHedge Inc. 









 Online Securities Processing Inc. 
  
 Plaid Brothers Software, Inc. 
  
 Portfolio Ventures Inc. 
  
 Prescient Markets Inc. 
  
 Protegent, Inc.

  
 SIS Europe Holdings Inc. 
  
 SRS Development Inc. 
  
 SunGard Advisor Technologies Inc. 
  
 SunGard Asia Pacific Inc. 
  
 SunGard Asset Management Systems Inc. 
  
 SunGard
Availability Inc. 
  
 SunGard Availability Services LP 
  
 SunGard Availability Services Ltd. 
  
 SunGard Bi-Tech Inc. 
  
 SunGard BSR Inc. 
  
 SunGard Business Systems Inc. 
  
 SunGard Canada Holdings Inc. 









 SunGard Collegis Inc. 
  
 SunGard Computer Services LLC 
  
 SunGard Corbel Inc. 
  
 SunGard Data Systems Inc.

  
 SunGard Development Corporation 
  
 SunGard DIS Inc. 
  
 SunGard Energy Systems Inc. 
  
 SunGard Enform Consulting Inc. 
  
 SunGard eProcess Intelligence Inc. 
  
 SunGard
Expert Solutions Inc. 
  
 SunGard Financial Systems Inc. 
  
 SunGard Holdco LLC 
  
 SunGard HTE Inc. 
  
 SunGard Insurance Systems Inc. 
  
 SunGard Investment Products Inc. 
  
 SunGard
Investment Systems Inc. 
  
 SunGard Investment Ventures LLC 









 SunGard Kiodex Inc. 
  
 SunGard Market Data Services Inc. 
  
 SunGard NetWork Solutions Inc. 
  
 SunGard Pentamation Inc. 
  
 SunGard Reference
Data Solutions Inc. 
  
 SunGard SAS Holdings Inc. 
  
 SunGard SCT Inc. 
  
 SunGard Securities Finance Inc. 
  
 SunGard Securities Finance International Inc. 
  
 SunGard Shareholder Systems Inc. 
  
 SunGard Software, Inc. 
  
 SunGard Systems International Inc. 
  
 SunGard
Technology Services Inc. 
  
 SunGard Trading Systems VAR LLC 
  
 SunGard Treasury Systems Inc. 
  
 SunGard Trust Systems Inc. 
  
 SunGard Wealth Management Services, LLC 









 SunGard Workflow Solutions Inc. 
  

Systems & Computer Technology Corporation 
  
 Trust Tax Services Of America, Inc. 
  
 Wall Street Concepts Inc. 
  
 World Systems Inc.