Management Agreement dated as of 8/11/05



 Exhibit 10.27 
  
 MANAGEMENT AGREEMENT 
  
 This Management Agreement (this “Agreement”) is entered into as of August 11, 2005 by and among SunGard Data Systems Inc., a Delaware
corporation (the “Company”), SunGard Capital Corp., a Delaware corporation (“Capital”), SunGard Capital Corp. II, a Delaware corporation (“Capital II”), SunGard Holding Corp., a Delaware corporation
(“Holdings”), SunGard Holdco LLC (“LLC” and, together with the Company, Capital, Capital II and Holdings, the “SunGard Corporations”), Bain Capital Partners, LLC (“Bain”),
Blackstone Communications Advisors I L.L.C. (“BCOM Advisors”), Blackstone Management Partners IV L.L.C. (“BCP IV”, and together with BCOM Advisors, “Blackstone”), Goldman, Sachs & Co.
(“Goldman Sachs”), Kohlberg Kravis Roberts & Co. L.P. (“KKR”), Providence Equity Partners V Inc. (“Providence”), Silver Lake Management Company, L.L.C. (“Silver Lake”) and TPG
GenPar IV, L.P. (“TPG”, and together with Bain, Blackstone, Goldman Sachs, KKR, Providence and Silver Lake, the “Managers”, provided that each such entity shall cease to be a “Manager” for all purposes
hereunder at such time as investment funds affiliated with such Manager are no longer members of a Principal Investor Group). Certain capitalized terms used herein are specifically defined in Section 6. 
  
 RECITALS 
  
 WHEREAS, each of Capital, Capital II, Holdings, LLC and Solar Capital Corp., a Delaware corporation (“Solar
Capital”), has been formed for the purpose of engaging in a transaction in which Solar Capital will be merged with and into the Company, with the Company surviving (the “Merger”) pursuant to an Agreement and Plan of Merger
between Solar Capital and the Company dated as of March 27, 2005 (as amended from time to time, the “Merger Agreement”). 
  
 WHEREAS, to enable Solar Capital to engage in the Merger and related transactions, the Managers provided financial and structural advice and analysis as
well as assistance with due diligence investigations and negotiations (the “Financial Advisory Services”); and 
  
 WHEREAS, the SunGard Corporations want to retain the Managers to provide certain management, consulting and advisory services to the SunGard Corporations,
and the Managers are willing to provide such services on the terms set forth below. 
  
 AGREEMENT 
  
 NOW
THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: 
  
 1. Services. Each of the Managers hereby agrees that, during the term of this Agreement (the “Term”), it will provide the
following management, consulting and advisory services to the SunGard Corporations as requested from time to time by the Boards of Directors or Managers, as applicable, of the SunGard Corporations: 
  
 (a) advice in connection with the negotiation of agreements,
contracts, documents and instruments relating to the SunGard Corporations’ financing; 







 (b) financial, managerial and operational advice in connection with the SunGard
Corporations’ business, including, without limitation, advice with respect to the development and implementation of strategies for improving the operating, marketing and financial performance of the SunGard Corporations and their subsidiaries;
and 
  
 (c) such other services (which may
include financial and strategic planning and analysis, consulting services, human resources and executive recruitment services and other services) as such Manager and the SunGard Corporations may from time to time agree in writing. 
  
 Each of the Managers shall devote such time and efforts to the performance of services
contemplated hereby as such Manager deems reasonably necessary or appropriate; provided, however, that no minimum number of hours is required to be devoted by Bain, Blackstone, Goldman Sachs, KKR, Providence, Silver Lake or TPG on a weekly,
monthly, annual or other basis. The SunGard Corporations acknowledge that each of the Managers’ services are not exclusive to any of the SunGard Corporations and that each Manager will render similar services to other persons and entities. The
Managers and the SunGard Corporations understand that the SunGard Corporations may, at times, engage one or more investment bankers or financial advisers to provide services in addition to, but not in lieu of, services provided by the Managers under
this Agreement. In providing services to the SunGard Corporations, each Manager will act as an independent contractor and it is expressly understood and agreed that this Agreement is not intended to create, and does not create, any partnership,
agency, joint venture or similar relationship and that no party has the right or ability to contract for or on behalf of any other party or to effect any transaction for the account of any other party. 
  
 2. Payment of Fees. 
  
 (a) The SunGard Corporations, jointly and severally, will
pay to the Managers (or such affiliates as they may respectively designate), in consideration of the Managers providing the Financial Advisory Services, an aggregate transaction fee (the “Transaction Fee”) in the amount of
$95,000,000, such fee being payable at the closing of the Merger. A portion of the Transaction Fee in an amount equal to $125,000 shall be paid to counsel for the sponsors as a reserve against certain post-closing expenses. The remainder of the
Transaction Fee shall be divided among the Managers as follows: 
  

				
	 Bain:
	  	$	14,637,857.14
	 Blackstone:
	  	$	14,637,857.14
	 Goldman Sachs:
	  	$	13,553,571.43
	 KKR:
	  	$	14,637,857.14
	 Providence:
	  	$	8,132,142.86
	 Silver Lake:
	  	$	14,637,857.14
	 TPG:
	  	$	14,637,857.14

  

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 (b) During the Term, the SunGard Corporations, jointly and severally, will pay to the
Managers (or such affiliates as they may respectively designate), a quarterly periodic fee (the “Periodic Fee”) of 1.0% of EBITDA for the calendar quarter in question in exchange for the ongoing services provided by the Managers
under Section 1 of this Agreement, such fee being payable by the Company in arrears as soon as practicable following the determination of EBITDA for the applicable calendar quarter. The Periodic Fee shall be payable in full for any quarter during
which this Agreement was in effect for any portion thereof and shall not be refundable in whole or in part. The Periodic Fee shall be divided among the Managers pro rata in proportion to the Purchase Price Value of the Shares held the investment
funds affiliated with each Manager on the last business day in the applicable calendar quarter for which such Periodic Fee is required to be paid (provided that, for purposes of this Agreement, (i) the Bain Investors and their respective Affiliated
Funds shall be deemed to be investment funds affiliated with Bain; (ii) the Blackstone Investors and their respective Affiliated Funds shall be deemed to be investment funds affiliated with Blackstone; (iii) the Goldman Sachs Investors and their
respective Affiliated Funds shall be deemed to be investment funds affiliated with Goldman Sachs, (iv) the KKR Investors and their respective Affiliated Funds shall be deemed to be investment funds affiliated with KKR; (v) the Providence Investors
and their respective Affiliated Funds shall be deemed to be investment funds affiliated with Providence; (vi) the Silver Lake Investors and their respective Affiliated Funds shall be deemed to be investment funds affiliated with Silver Lake; and
(vii) the TPG Investors and their respective Affiliated Funds shall be deemed to be investment funds affiliated with TPG). 
  
 (c) During the Term, the Managers will advise the SunGard Corporations in connection with debt or equity financing, acquisition,
disposition and change of control transactions involving the SunGard Corporations or any of their respective direct or indirect subsidiaries (however structured), and the SunGard Corporations, jointly and severally, will, for each transaction which
has a gross transaction value of at least $25,000,000, pay to the Managers (or such affiliates as they may respectively designate) an aggregate fee (the “Subsequent Fee”) in connection with each such transaction equal to one percent
(1%) of the gross transaction value of such transaction or such other amount as may be mutually agreed by the applicable SunGard Corporation and the Requisite Managers, such fee to be due and payable for the foregoing services at the closing of such
transaction. Each Subsequent Fee shall be divided among the Managers pro rata in proportion to the Purchase Price Value of the Shares held by the investment funds affiliated with each Manager on the date such Subsequent Fee is required to be paid.

  
 3. Term. This Agreement shall continue in full force
and effect until December 31, 2015; provided that this Agreement shall be automatically extended each December 31 for an additional year unless the SunGard Corporations or the Requisite Managers provide written notice of their desire not to
automatically extend the term of this Agreement to the other parties hereto at least 90 days prior to such December 31; provided, however, (a) that the Requisite 
  

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 Managers may cause this Agreement to terminate at any time and (b) this Agreement shall terminate automatically
immediately prior to an Initial Public Offering unless the Majority Managers determine otherwise. In the event of a termination of this Agreement, the SunGard Corporations, jointly and severally, shall pay each of the Managers (or such affiliates as
they may respectively designate) (i) all unpaid Periodic Fees (pursuant to Section 2(b) above), Subsequent Fees (pursuant to Section 2(c) above) and expenses (pursuant to Section 4(a) below) due with respect to periods prior to the date of
termination plus (ii) the sum of the net present values (using discount rates equal to the then yield on U.S. Treasury Securities of like maturity) of the Periodic Fees that would have been payable with respect to the period from the date of
termination until the expiration date in effect immediately prior to such termination, assuming, for such purposes, that (1) the baseline EBITDA for purposes of such calculation is the greater of (A) EBITDA for the most recently completed quarter
and (B) the average of the EBITDA for the last four completed quarters and (2) EBITDA would have grown during each subsequent quarter until the expiration date in effect immediately prior to such termination at a rate reflecting a compounded annual
growth rate of 7.74%. The amounts described in clause (ii) above shall be divided among the Managers pro rata in proportion to the Purchase Price Value of the Shares held by the investment funds affiliated with each Manager on the applicable
termination date. Sections 4 and 5 of this Agreement shall survive any termination of this Agreement with respect to matters occurring before, on or after the date of such termination. 
  
 4. Expenses; Indemnification. 
  
 (a) Expenses. The SunGard Corporations, jointly and severally, will pay on demand all Reimbursable
Expenses. As used herein, “Reimbursable Expenses” means (i) all expenses incurred or accrued prior to the date on which the transactions contemplated by the Merger Agreement are consummated (the “Closing Date”) by
any of the Managers or their affiliates in connection with this Agreement, the Merger or any related transactions, consisting of their respective out-of-pocket expenses for travel and other incidentals in connection with such transactions
(including, without limitation, all air travel (by first class on a commercial airline or by charter, as determined by the party seeking reimbursement) and other travel related expenses) and the out-of-pocket expenses and the fees and charges of (A)
Ropes & Gray LLP, (B) Simpson Thacher & Bartlett LLP, (C) Paul, Hastings, Janofsky and Walker LLP, (D) Wachtell, Lipton, Rosen & Katz, (E) Weil, Gotshal & Manges, LLP, (F) Cleary Gottlieb Steen & Hamilton LLP, (G) Ashurst, (H)
other foreign counsel retained by the Managers in connection with the transaction, (I) Deloitte & Touche LLP, (J) Bain & Company and (K) any other consultants or advisors retained by the Managers in connection with such transactions, (ii)
reasonable out-of-pocket expenses incurred from and after the Closing Date relating to their affiliated funds’ investment in, the operations of, or the services provided by the Managers or former Managers to, the SunGard Corporations or any of
their affiliates from time to time (including, without limitation, all air travel (by first class on a commercial airline or by charter, as determined by the appropriate Manager or former Manager) and other travel related expenses), provided,
however, that the Majority Managers must approve any expenses referred to in this clause (ii) other than routine out-of-pocket expenses, (iii) reasonable out-of-pocket legal expenses incurred by any Manager or former Manager or their affiliates from
and after the Closing Date in connection with the enforcement 
  

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 of rights or taking of actions under this Agreement, the Subscription Agreement, the SunGard
Corporations’ certificates of incorporation and bylaws, the Stockholders Agreement, the Participation, Registration Rights and Coordination Agreement or the Principal Investor Agreement; provided that the reimbursement of expenses incurred by
the Managers or former Managers, or their affiliates, which are subject to reimbursement under Section 4.3 of the Principal Investor Agreement, will be governed by, and subject to any limitations contained in, such section and (iv) expenses incurred
from and after the Closing Date by the Managers or former Managers, and their affiliates, which the Majority Managers agree are properly allocable to the SunGard Corporations under this Agreement. 
  
 (b) Indemnity and Liability. The SunGard
Corporations, jointly and severally, will indemnify, exonerate and hold each of the Managers and former Managers, and each of their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling
Persons, employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the
“Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’
fees and expenses) incurred by the Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), as a result of, arising out of, or in any way relating to (i) this Agreement,
the Merger, any transaction to which a SunGard Corporation is a party or any other circumstances with respect to a SunGard Corporation (other than any such Indemnified Liabilities to the extent such Indemnified Liabilities arise out of any breach of
the Principal Investor Agreement, the Participation, Registration Rights and Coordination Agreement, the Stockholders Agreement or the Subscription Agreement by such Indemnitee or its affiliated or associated Indemnitees or any transaction entered
into after the Closing Date or other circumstances existing after the Closing Date with respect to which the interests of such Indemnitee or its affiliated or associated Indemnitees were adverse to the interests of the SunGard Corporations) or (ii)
operations of, or services provided by any of the Managers or former Managers to the SunGard Corporations, or any of their affiliates from time to time, whether pursuant to this Agreement or otherwise; provided that the foregoing
indemnification rights shall not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct, and further provided that, if and to the extent that the
foregoing undertaking may be unavailable or unenforceable for any reason, the SunGard Corporations hereby agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under
applicable law. For purposes of this Section 4(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court
of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the SunGard Corporations, then such payments shall be
promptly repaid by such Indemnitee to the SunGard Corporations. 
  

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 The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any
such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. None of the
Indemnitees shall in any event be liable to the SunGard Corporations or any of their affiliates for any act or omission suffered or taken by such Indemnitee in connection with, relating to or arising out of this Agreement, including without
limitation the services provided by such Indemnitee to any of the SunGard Corporations or any of their affiliates (a) that does not constitute gross negligence or willful misconduct or (b) in excess of the fees received by the applicable Manager
hereunder. If the Indemnitees related to more than one Manager or former Manager are similarly situated with respect to their interests in connection with a matter that may be an Indemnified Liability and such Indemnified Liability is not based on a
Third-Party Claim, the Indemnitees may enforce their rights pursuant to this Section 4(b) with respect to such matter only with the consent of at least a majority of the Managers or former Managers whose Indemnitees are so involved. In the event
that any party that was previously a Manager hereunder ceases to be a Manager in accordance with the definition thereof, the provisions hereof for the benefit of Indemnitees of such party shall inure to such Indemnitees and their successors and
assigns. 
  
 5. Disclaimer and Limitation of Liability;
Opportunities. 
  
 (a) Disclaimer;
Standard of Care. None of the Managers or former Managers makes any representations or warranties, express or implied, in respect of the services to be provided by any Manager or former Manager hereunder. In no event shall any of the Managers or
former Manager be liable to the SunGard Corporations or any of their affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of such Manager or former Manager as determined by
a final, non-appealable determination of a court of competent jurisdiction. 
  
 (b) Freedom to Pursue Opportunities. In recognition that each Manager or former Manager and their respective Indemnitees currently have, and will in the future have or will consider acquiring, investments in
numerous companies with respect to which each Manager or former Manager or their respective Indemnitees may serve as an advisor, a director or in some other capacity, and in recognition that each Manager or former Manager and their respective
Indemnitees have myriad duties to various investors and partners, and in anticipation that the SunGard Corporations, on the one hand and each of the Managers or former Managers (or one or more affiliates, associated investment funds or portfolio
companies), on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the SunGard Corporations
hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this
Section 5(b) are set forth to regulate, define 
  

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 and guide the conduct of certain affairs of the SunGard Corporations as they may involve such Manager.
Except as a Manager or former Manager may otherwise agree in writing after the date hereof: 
  
 (i) Such Manager or former Manager and their respective Indemnitees shall have the right: (A) to directly or indirectly engage in any
business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company and its subsidiaries, (B) to directly or indirectly do business with any
client or customer of the Company and its subsidiaries, (C) to take any other action that such Manager or former Manager believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this
Section 5(b), and (D) not to present potential transactions, matters or business opportunities to the SunGard Corporations or any of their subsidiaries, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such
opportunity to another person. 
  
 (ii) Such
Manager or former Manager and their respective Indemnitees shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the SunGard Corporations or any of their affiliates or to refrain from any actions
specified in Section 5(b)(i), and the SunGard Corporations, on their own behalf and on behalf of their affiliates, hereby renounce and waive any right to require such Manager or former Manager or any of their Indemnitees to act in a manner
inconsistent with the provisions of this Section 5(b). 
  
 (iii) None of such Manager or former Manager, nor any of its Indemnitees shall be liable to the SunGard Corporations or any of their affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of
the types referred to in this Section 5(b) or of any such person’s participation therein. 
  
 (c) Limitation of Liability. In no event will any of the Managers or former Managers or any of their Indemnitees be liable
to the SunGard Corporations or any of their affiliates or either of the other Managers or former Managers or their Indemnitees for any indirect, special, incidental or consequential damages, including, without limitation, lost profits or savings,
whether or not such damages are foreseeable, or for any third party claims (whether based in contract, tort or otherwise), relating to, in connection with or arising out of this Agreement, including without limitation the services to be provided by
the Managers or former Managers hereunder, or for any act or omission that does not constitute gross negligence or willful misconduct or in excess of the fees received by the applicable Manager hereunder. 
  
 6. Definitions. For purposes of this agreement, the following terms
shall have the following meanings: 
  
 “Affiliated Funds” shall have the same meaning given to it in the Principal Investor Agreement. 
  

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 “Bain Investors” shall have the meaning given to such term in the
Principal Investor Agreement. 
  
 “Blackstone Investors” shall have the meaning given to such term in the Principal Investor Agreement. 
  
 “Designated Managers” shall mean the five Managers whose affiliated investment funds then hold Shares with the greatest
Purchase Price Value. 
  
 “EBITDA” shall have the meaning given to such term in the Indenture as in effect on the date hereof, provided that for purposes of this agreement, “EBITDA” for any quarter, and any other amount required to be
calculated in order to calculate “EBITDA” for such quarter shall be calculated as if the Periodic Fee were not paid. 
  
 “Goldman Sachs Investors” shall have the meaning given to such term in the Principal Investor Agreement. 
  
 “Indenture” shall mean the Indenture dated
as of August 11, 2005 among Solar Capital, the Company, the guarantors named on the signature pages thereto and The Bank of New York as trustee, relating to the issuance of 9 1/8% Senior Notes due 2013 and Senior Floating Rate Notes due 2013. 
  
 “Initial Public Offering” shall have the meaning given to such term in the Principal Investor Agreement. 
  
 “KKR Investors” shall have the meaning
given to such term in the Principal Investor Agreement. 
  
 “Majority in Interest” shall have the meaning given to such term in the Principal Investor Agreement. 
  
 “Majority Managers” shall mean, as of any applicable time, (a) Managers whose affiliated investment funds, in the
aggregate, hold a Majority in Interest of the Shares then held by all Managers’ affiliated investment funds in the aggregate and (b) if there are more than five Managers, Designated Managers whose affiliated investment funds, in the aggregate,
hold a Majority in Interest of the Shares then held by all Designated Managers’ affiliated investment funds. 
  
 “Participation, Registration Rights and Coordination Agreement” means the Participation, Registration Rights and
Coordination Agreement dated August 10, 2005 among Capital, Capital II, Holdings, LLC, Solar Capital and certain stockholders of Capital and Capital II. 
  
 “Person” means any individual or corporation, association, partnership, limited liability company, joint venture, joint
stock or other company, business trust, trust, organization, or other entity of any kind. 
  

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 “Principal Investor Agreement” means the Principal Investor Agreement
dated August 10, 2005 among Capital, Capital II, Holdings, LLC, Solar Capital and the Principal Investors (as defined therein). 
  
 “Principal Investor Group” shall have the meaning given to such term in the Principal Investor Agreement. 
  
 “Providence Investors” shall have the
meaning given to such term in the Principal Investor Agreement. 
  
 “Requisite Managers” shall mean, at any time, the approval of Managers whose affiliated investment funds, in the aggregate, hold Shares with a Purchase Price Value that is at least two-thirds of the
Purchase Price Value of all Shares then held by all Managers’ affiliated investment funds. 
  
 “Purchase Price Value” shall have the meaning given to such term in the Participation, Registration Rights and
Coordination Agreement. 
  
 “Shares” shall have the meaning given to such term in the Principal Investor Agreement. 
  
 “Silver Lake Investors” shall have the meaning given to such term in the Principal Investor Agreement. 
  
 “Stockholders Agreement” means the
Stockholders Agreement dated August 10, 2005 among Capital, Capital II, Holdings, LLC, Solar Capital and certain stockholders of Capital and Capital II. 
  
 “Subscription Agreement” means the Subscription Agreement dated August 10, 2005 among Capital, Capital II, Holdings, LLC,
Solar Capital and the Subscribers (as defined therein). 
  
 “Third-Party Claim” means any (i) claim brought by a Person other than a SunGard Corporation, a Manager or any indemnified Person related to a Manager and (ii) any derivative claim brought in the name
of a SunGard Corporation that is initiated by a Person other than a Manager or any indemnified Person related to a Manager. 
  
 “TPG Investors” shall have the meaning given to such term in the Principal Investor Agreement. 
  
 7. Assignment, etc. Except as provided below, none of the parties
hereto shall have the right to assign this Agreement without the prior written consent of each of the other parties. Notwithstanding the foregoing, (a) any Manager may assign all or part of its rights and obligations hereunder to any of its
respective affiliates which provides services similar to those called for by this Agreement, in which event such Manager shall be released of its rights to fees under Section 2 and reimbursement of expenses under Section 4(a) and all of its
obligations hereunder and (b) the provisions hereof for the benefit of Indemnitees of the Managers shall inure to the benefit of such Indemnitees and their successors and assigns. 
  

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 8. Amendments and Waivers. No amendment or waiver of any term, provision or condition of this
Agreement shall be effective, unless in writing and executed by the Majority Managers and the SunGard Corporations; provided, that any amendment that would increase any fee pursuant to this Agreement shall require the written consent of the
Requisite Managers and the SunGard Corporations and any amendment or waiver that discriminates against a Manager will require the consent of such Manager; and provided, further that any Manager may waive any portion of any fee to which it is
entitled pursuant to this Agreement, and, unless otherwise directed by such Manager, such waived portion shall revert to the SunGard Corporations. No waiver on any one occasion shall extend to or effect or be construed as a waiver of any right or
remedy on any future occasion. No course of dealing of any person nor any delay or omission in exercising any right or remedy shall constitute an amendment of this Agreement or a waiver of any right or remedy of any party hereto. 
  
 9. Governing Law; Jurisdiction. 
  
 (a) Choice of Law. This Agreement and all matters
arising under or related to this Agreement shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the
application of the domestic substantive laws of any other jurisdiction. 
  
 (b) Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware
for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the
extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the
jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof
may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement
or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or
suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party
hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above.
Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of 

 

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 process in any such proceeding in any manner permitted by Delaware law, and agrees that service of
process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11 hereof is reasonably calculated to give actual notice. 
  
 (c) WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH
PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR
OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 9(c) CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 9(c) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. 

 
 10. Entire Agreement. This Agreement contains the entire
understanding of the parties with respect to the subject matter hereof and supersedes any prior communication or agreement with respect thereto. 
  
 11. Notice. Any notices and other communications required or permitted in this Agreement shall be effective if in writing and (a) delivered
personally, (b) sent by facsimile or e-mail (if provided and the recipient acknowledges receipt thereof by reply e-mail or otherwise), or (c) sent by overnight courier, in each case, addressed as follows: 
  
 If to a SunGard Corporation, to it: 
  
 c/o SunGard Data Systems, Inc. 
 680 East Swedesford Road 
 Wayne, Pennsylvania 19087 
 Attention: General Counsel 
  
 with copies to: 
  
 Ropes & Gray LLP 
 One International Place 
 Boston, Massachusetts 02210 
 Facsimile: (617) 951-7050 
 Attention: Alfred Rose, Esq. 
 E-mail: arose@ropesgray.com 
  

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 If to Bain, to it: 
  
 Bain Capital Partners, LLC 
 111 Huntington Avenue 
 Boston, Massachusetts 02199 
 Facsimile: (617) 516-2710 
 Attention: John Connaughton 
 E-mail: jconnaughton@baincapital.com 
  
 with copies to: 
  
 Ropes & Gray LLP 
 One International Place 
 Boston, Massachusetts 02110 
 Facsimile: (617) 951-7050 
 Attention: R. Newcomb Stillwell, Esq. 
 E-mail: nstillwell@ropesgray.com 
  
 If to Blackstone, to it: 
  
 c/o Blackstone Management Partners IV L.L.C. 
 345 Park Avenue, 31st Floor 
 New York, NY 10154 
 Facsimile: (212) 583-5722 
 Attention: Chinh Chu 
 E-mail: chu@blackstone.com 
  
 with copies to: 
  
 Paul Hastings, Janofsky & Walker LLP 
 75 E. 55th Street 
 New York, NY 10022 
 Facsimile: (212) 230-7617 
 Attention: John Altorelli, Esq. 
 E-mail: johnaltorelli@paulhastings.com 

 
 and 
  
 Simpson Thacher & Bartlett LLP 
 425 Lexington Avenue 
 New York, NY 10017 
 Facsimile: (212) 455-2502 
 Attention: Wilson Neely, Esq. 
 E-mail: wneely@stblaw.com 
  

 -12- 








 If to Goldman Sachs, to it: 
  
 c/o GS Capital Partners 2000, L.P. 
 85 Broad Street 
 New York, New York 10004 
 Facsimile: (212) 357-5505 
 Attention: Sanjeev Mehra 
 E-mail: sanjeev.mehra@gs.com 
  
 with copies to: 
  
 Wachtell, Lipton, Rosen & Katz 
 51 West 52nd Street 
 New York, New York 10019

 Facsimile: (212) 403-2000 
 Attention: Mark Gordon, Esq. 
 E-mail: mgordon@wlrk.com 
  
 If to KKR, to it: 
  
 c/o Kohlberg Kravis Roberts & Co. L.P. 
 2800 Sand Hill Road, Suite 200 
 Menlo Park, CA 94025 
 Facsimile: (650) 233-6561 
 Attention: James H. Greene, Jr. 
 E-mail: jgreene@kkr.com 
  
 with copies to: 
  
 Simpson Thacher & Bartlett LLP 
 425 Lexington Avenue 
 New York, NY 10017 
 Facsimile: (212) 455-2502 
 Attention: David Sorkin, Esq. 
 E-mail: dsorkin@stblaw.com 
  
 If to Providence, to it: 
  
 c/o Providence Equity Partners Inc. 
 50 Kennedy Plaza 
 18th Floor 
 Providence, RI 02903

 Facsimile: (401) 751-1790 
 Attention: Jonathan M. Nelson 
 E-mail: j.nelson@provequity.com 
  

 -13- 








 with copies to: 
  
 Weil, Gotshal & Manges LLP 
 100 Federal Street, 34th Floor 
 Boston, MA 02110 
 Facsimile: (617) 772-8333 
 Attention: Marilyn French, Esq. 
 E-mail: marilyn.french@weil.com 
  
 If to Silver Lake, to it: 
  
 c/o Silver Lake Partners 
 9 West 57th Street, 25th Floor 
 New York, NY 10019 
 Facsimile: (212) 981-3535 
 Attention: Egon Durban 
 E-mail: egon.durban@silverlake.com 
  
 with copies to: 
  
 Ropes & Gray LLP 
 One International Place 
 Boston, Massachusetts 02110 
 Facsimile: (617) 951-7050 
 Attention: Alfred O. Rose, Esq. 
 E-mail: arose@ropesgray.com 
  
 If to TPG, to it: 
  
 c/o Texas Pacific Group 
 301 Commerce Street 
 Fort Worth, Texas 76102 
 Facsimile: (817) 871-4088 
 Attention: David A. Spuria, Esq. 
 E-mail: dspuria@texpac.com 
  
 with copies to: 
  
 Cleary Gottlieb Steen & Hamilton LLP 
 One Liberty Plaza 
 New York, NY 10006 
 Facsimile: (212) 225-3999 
 Attention: Michael L. Ryan, Esq. and Paul J. Shim, Esq. 
 E-mail: mryan@cgsh.com 
 pshim@cgsh.com 
  

 -14- 








 Unless otherwise specified herein, such notices or other communications shall be deemed effective (a) on
the date received, if personally delivered, (b) on the date received if delivered by facsimile or e-mail (subject to the recipient confirming receipt thereof in the case of e-mail) on a business day, or if not delivered on a business day, on the
first business day thereafter and (c) two business days after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto. 

 
 12. Severability. In the event that any provision hereof would,
under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The
provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof. 
  
 13. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument. A facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and
effect as if the signature were an original. 
  
 14.
Payments. Each payment made pursuant to Section 2 or 3 shall be paid by wire transfer of immediately available federal funds to the accounts specified on Schedule 1 hereto, or to such other account(s) as the applicable Manager may specify to
the Company in writing prior to such payment. Each payment made to Blackstone pursuant to Section 2 or 3 shall be paid 75% to BCOM and 25% to BCP IV, or in such other proportion as Blackstone may specify to the Company in writing prior to such
payment.  
  
 [Remainder of Page Intentionally
Left Blank] 
  

 -15- 








 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf as
an instrument under seal as of the date first above written by its officer or representative thereunto duly authorized. 
  

					
	THE COMPANY:	 	SUNGARD DATA SYSTEMS INC.
		
	 	 	 *


	 	 	Name:	 	Michael J. Ruane
	 	 	Title:	 	Chief Financial Officer and Treasurer
		
	CAPITAL:	 	SUNGARD CAPITAL CORP.
		
	 	 	 *


	 	 	Name:	 	Michael J. Ruane
	 	 	Title:	 	Chief Financial Officer and Treasurer
		
	CAPITAL II:	 	SUNGARD CAPITAL CORP. II
		
	 	 	 *


	 	 	Name:	 	Michael J. Ruane
	 	 	Title:	 	Chief Financial Officer and Treasurer
		
	HOLDINGS:	 	SUNGARD HOLDING CORP.
		
	 	 	 *


	 	 	Name:	 	Michael J. Ruane
	 	 	Title:	 	Chief Financial Officer and Treasurer
	
	 The signature appearing immediately below shall serve as a signature at each place with a “*” on this
page:

		
	 	 	 /S/ MICHAEL J. RUANE


	 	 	Name:	 	Michael J. Ruane
	 	 	Title:	 	Chief Financial Officer and Treasurer

  

 -1- 








 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf as
an instrument under seal as of the date first above written by its officer or representative thereunto duly authorized. 
  

					
	BAIN:	 	BAIN CAPITAL PARTNERS, LLC
		
	 	 	 /s/ John Connaughton


	 	 	Name:	 	John Connaughton
	 	 	Title:	 	Managing Director
		
	BLACKSTONE:	 	BLACKSTONE MANAGEMENT
	 	 	PARTNERS IV L.L.C.
		
	 	 	 /s/ Chinh E. Chu


	 	 	Name:	 	Chinh E. Chu
	 	 	Title:	 	Authorized Person
		
	 	 	 BLACKSTONE COMMUNICATIONS
 ADVISORS I L.L.C.

		
	 	 	 /s/ Chinh E. Chu


	 	 	Name:	 	Chinh E. Chu
	 	 	Title:	 	Authorized Person
		
	GOLDMAN SACHS:	 	GOLDMAN, SACHS & CO.
		
	 	 	By: Goldman, Sachs & Co.
		
	 	 	 /s/ K. B. Enquist


	 	 	Name:	 	Katherine B. Enquist
	 	 	Title:	 	Managing Director
		
	KKR:	 	KOHLBERG KRAVIS ROBERTS & CO. L.P.
		
	 	 	By: KKR & Co. LLC, its general partner
		
	 	 	 /s/ James H. Greene, Jr.


	 	 	Name:	 	James H. Greene, Jr.
	 	 	Title:	 	Member

  

 -2- 








 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf as
an instrument under seal as of the date first above written by its officer or representative thereunto duly authorized. 
  

					
	 PROVIDENCE :
	 	PROVIDENCE EQUITY PARTNERS V INC.
		
	 	 	 /s/ Julie Richardson


	 	 	Name:	 	Julie Richardson
	 	 	Title:	 	Managing Director
		
	 SILVER LAKE:
	 	SILVER LAKE MANAGEMENT
	 	 	COMPANY, L.L.C.
		
	 	 	 /s/ Greg Mondre


	 	 	Name:	 	Greg Mondre
	 	 	Title:	 	Director
		
	 TPG:
	 	TPG GENPAR IV, L.P.
		
	 	 	By: TPG Advisors IV, Inc., its general partner
		
	 	 	 /s/ David A. Spuria


	 	 	Name:	 	David A. Spuria
	 	 	Title:	 	Vice President

  

 -3-