RECEIVABLES SALE AGREEMENT

Exhibit 10.2

Execution Copy

RECEIVABLES SALE AGREEMENT

Dated as of March 27, 2009

by and among

EACH OF THE ENTITIES PARTY HERETO FROM TIME TO TIME

AS SELLERS,

SUNGARD AR FINANCING LLC,

as Buyer,

and

SUNGARD DATA SYSTEMS INC.,

as Seller Agent

Receivables Sale Agreement

TABLE OF CONTENTS

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THIS RECEIVABLES SALE AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “ Agreement ”) is entered into as of March 27, 2009, by and among each of the persons signatory hereto from time to time as Sellers (each a “ Seller ” and, collectively, the “ Sellers ”), SunGard AR Financing LLC, a Delaware limited liability company (“ Buyer ”) and SunGard Data Systems Inc., a Delaware corporation (“ Seller Agent ”).

RECITALS

A. Buyer is a special purpose company that has been formed for the purpose of purchasing all Receivables originated or owned by each Seller.

B. Each Seller intends to sell, and Buyer intends to purchase, such Receivables, from time to time, as described herein.

C. Buyer intends to fund its purchases of the Receivables, in part, by borrowing Advances and pledging all of its right, title and interest in and to the Receivables and related property as security therefor under the Credit Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.01. Definitions . Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them Annex X .

Section 1.02. Rules of Construction . For purposes of this Agreement, the rules of construction set forth in Annex X shall govern. All Appendices hereto, or expressly identified to this Agreement, are incorporated herein by reference and, taken together with this Agreement, shall constitute but a single agreement.

ARTICLE II

TRANSFERS OF RECEIVABLES

Section 2.01. Agreement to Sell .

(a) Receivables Sales . Subject to the terms and conditions hereof, each Seller agrees to sell, without recourse except to the limited extent specifically provided herein, to Buyer on the Effective Date and on each Business Day thereafter prior to the delivery of an Election Notice relating to such Seller (each such date, a “ Transfer Date ” and each such sale, a “ Sale ”) all Receivables owned by it on each such Transfer Date, and Buyer agrees to purchase all such Receivables on each such Transfer Date. All such Sales by a Seller to Buyer shall collectively be evidenced by a certificate of assignment substantially in the form of Exhibit 2.01(a) (each, a “ Receivables Assignment ,” and collectively, the “ Receivables Assignments ”), and each Seller and Buyer shall execute and deliver a Receivables Assignment on or before the Effective Date. For the avoidance of doubt, unless the Commitment Termination Date has

Receivables Sale Agreement

occurred, each Seller (other than any Seller in respect of which an Election Notice has been delivered) shall continue to transfer Receivables pursuant to this Agreement on each Transfer Date following the delivery of an Election Notice in respect of any Seller.

(b) Determination of Transferred Receivables . On and as of each Transfer Date, all Receivables then owned by each Seller and not previously acquired by Buyer shall be sold to Buyer (each such Receivable, individually, a “ Transferred Receivable ” and, collectively, the “ Transferred Receivables ”).

(c) Payment of Purchase Price . (i) In consideration of each Sale of Transferred Receivables hereunder, Buyer shall pay to the Seller thereof or its designee on the Transfer Date therefor the applicable Purchase Price (x) in Dollars in immediately available funds or (y) otherwise in the manner provided in this Section 2.01(c) . All cash payments by Buyer under this Section 2.01(c)(i) shall be made on the day when due to such account or accounts as the Sellers may designate from time to time.

(ii) The Purchase Price for Transferred Receivables shall be paid by Buyer on each Transfer Date (including the initial Transfer Date) as follows:

(A) first, by netting the amount of any Purchase Price Credits then due to Buyer against such Purchase Price;

(B) second, after satisfaction of all Purchase Price Credits, to the extent available for such purpose (as determined by Buyer), cash of the Buyer in Dollars or other immediately available funds; and

(C) subject to the terms of Section 2.05 hereto, by means of addition to the principal amount of the Subordinated Note (each such addition, a “ Subordinated Loan ”) to Buyer in an amount equal to the balance of the Purchase Price. The Subordinated Loans of a Seller shall be evidenced by a subordinated promissory note substantially in the form of Exhibit 2.01(c)(ii) hereto (a “ Subordinated Note ”) executed by Buyer and the Seller Agent, for the account of the Sellers. Any such addition to the principal amount of the Subordinated Note shall be allocated among the Sellers (pro rata according to the aggregate purchase price for the Receivables sold by each Seller on such day) by the Seller Agent in accordance with the provisions of this Section 2.01(c)(ii)(C ) and Section 2.08. The Subordinated Loans shall bear interest and be payable as provided in the Subordinated Note. In no event shall a Subordinated Loan be made in a manner or amount prohibited by the terms of the Subordinated Note or Section 2.05 . The Seller Agent may evidence such additional principal amounts by recording the date and amount thereof on the grid attached to the Subordinated Note; provided, however, that the failure to make any such recordation or any error in such grid shall not adversely affect any Seller’s rights.

(d) The Seller Agent shall be responsible for allocating among the Sellers the payment of the Purchase Price and any amounts netted therefrom pursuant to Section 2.01(c)(ii)(A) or credited to Buyer pursuant Section 2.01(c)(ii)(A) or paid in the form of cash to be paid pursuant to Section 2.01(c)(ii)(B) or in the form of an addition to the principal amount of the Subordinated Loan pursuant Section 2.01(c)(ii)(C) . All amounts payable by Buyer in respect of the Purchase Price shall be paid by Buyer to an account of the Seller Agent for allocation by the Seller Agent to the respective Sellers (ratably in accordance with the portion of the Purchase Price owing to each). Each of the Sellers hereby appoints the Seller Agent as its agent for purposes of receiving such payments, making such allocations and taking any

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other actions hereunder on its behalf and hereby authorizes Buyer to make all payments due to such Seller directly to, or as directed by, the Seller Agent. The Seller Agent hereby accepts and agrees to such appointment. Any such payment by Buyer to or at the direction of the Seller Agent shall constitute a full and complete discharge of Buyer’s liability for the amounts so paid, whether or not the proceeds of such payment are properly distributed by the Seller Agent to the applicable Seller for whose account such payment was made.

(e) Election Notice . If on any Transfer Date, if any Seller will not sell all of its then owned Receivables to Buyer, such Seller shall deliver to Buyer not later than 5:00 p.m. (New York time) on the Business Day immediately preceding such Transfer Date a notice of election thereof (each such notice, an “ Election Notice ”). Notwithstanding the foregoing, no “Election Notice” shall be deemed to be delivered for purposes of this clause (e)  if a Seller will not sell all of its then owned Receivables from and after the date any merger or sale agreement is entered into with respect to a Seller Disposition pursuant to which (i) all or substantially all of such Seller’s assets or (ii) all of the Equity Interests of such Seller are transferred to a Person that is not (x) the Parent or (y) a Subsidiary of the Parent. Any Election Notice delivered pursuant to this clause (e)  shall be irrevocable.

(f) Ownership of Transferred Receivables . On and after each Transfer Date and after giving effect to the Sales to be made on each such date, Buyer shall own the Transferred Receivables and no Seller shall take any action inconsistent with such ownership nor shall any Seller claim any ownership interest in such Transferred Receivables. It is understood that the Sellers, the Parent and the Buyer may be consolidated for accounting purposes, as required by GAAP.

(g) Reconstruction of General Trial Balance . If at any time any Seller fails to generate its General Trial Balance, Buyer shall have the right to reconstruct such General Trial Balance so that a determination of the Transferred Receivables can be made pursuant to Section 2.01(b) . Each Seller agrees to cooperate with such reconstruction, including by delivery to Buyer, upon Buyer’s request, of copies of all Records.

Section 2.02. Grant of Security Interest . The parties hereto intend that each Sale of Transferred Receivables made hereunder shall constitute a “sale of accounts” or “payment intangibles”, which sale is absolute and irrevocable and provides Buyer with the full benefits of ownership of the Receivables subject thereto, and shall not constitute a loan. Notwithstanding the foregoing, in addition to and not in derogation of any rights now or hereafter acquired by Buyer under Section 2.01 hereof, the parties hereto intend that this Agreement shall constitute a security agreement under applicable law and if a court of competent jurisdiction determines that any transaction provided for herein constitutes a loan and not a sale, that each Seller shall be deemed to have granted, and each Seller does hereby grant, to Buyer a continuing security interest in all of such Seller’s right, title and interest in, to and under all Receivables whether now owned or hereafter acquired by such Seller, the Collection Accounts, the Lockboxes and all funds on deposit therein to secure the obligations of such Seller to Buyer hereunder (including, if and to the extent that any Sale is recharacterized as a transfer for security under applicable law, the repayment of a loan deemed to have been made by Buyer to the applicable Seller in the amount of the Purchase Price with respect thereto, including interest thereon at the Index Rate).

Section 2.03. Sellers Remain Liable . It is expressly agreed by the Sellers that, anything herein to the contrary notwithstanding, each Seller shall remain liable to the Obligor (and any other party to the related Contract) under any and all of the Receivables originated by it and under the Contracts therefor to observe and perform all the conditions and obligations to be observed and performed by it thereunder. Buyer shall not have any obligation or liability to the Obligor or any other party to the related Contract under any such Receivables or Contracts by reason of or arising out of this Agreement or the granting

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herein of a Lien thereon or the receipt by Buyer of any payment relating thereto pursuant hereto. The exercise by Buyer of any of its rights under this Agreement shall not release any Seller from any of its respective duties or obligations under any such Receivables or Contracts. Buyer shall not be required or obligated in any manner to perform or fulfill any of the obligations of any Seller under or pursuant to any such Receivable or Contract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any such Receivable or Contract, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Section 2.04. Purchase Price Credits . If on any day the Outstanding Balance of a Receivable is reduced or canceled as a result of any Dilution Factor, then, in such event, the Buyer shall be entitled to a credit (each, a “ Purchase Price Credit ”) against the Purchase Price otherwise payable hereunder in an amount equal to such reduction or cancellation. If the Commitment Termination Date has occurred or the aggregate Purchase Price Credits in respect of any Seller exceeds the Purchase Price in respect of the Receivables of such Seller payable on any Transfer Date, then such Seller agrees to pay the amount of such excess to Buyer in cash promptly (and in any event within one (1) Business Day) thereafter; provided that if the Commitment Termination Date has not occurred, such Seller may also set-off the amount of such excess against any indebtedness owed to it under a Subordinated Note to the extent permitted thereunder.

Section 2.05. Limitation on Subordinated Loans . Anything herein to the contrary notwithstanding, no Seller shall make any Subordinated Loan pursuant to Section 2.01(c)(ii)(C) if (i) the aggregate principal amount of all Subordinated Loans outstanding on such Transfer Date would exceed 25% of the aggregate Outstanding Balance of the Transferred Receivables on such Transfer Date or (ii) the Net Worth of Buyer on such Transfer Date is less than $74,000,000.

Section 2.06. No Repurchase . Except to the extent expressly set forth herein, no Seller shall have any right or obligation under this Agreement or any other Transaction Document, by implication or otherwise, to repurchase from Buyer any Receivables or to rescind or otherwise retroactively affect by Sale of Receivables after it is sold to Buyer hereunder.

Section 2.07. Payments and Computations .

(a) All amounts to be paid or deposited by Buyer hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in immediately available funds to the account of the Seller Agent designated from time to time by the Seller Agent or as otherwise directed by the Seller Agent; provided that to the extent Collections during any Settlement Period that are available to fund the Purchase Price of Receivables sold during such period are less than the full amount of such Purchase Price, the unpaid portion thereof shall be paid or provided for on the related Settlement Date in accordance with this Section 2.07(c) . In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such Payment shall be made on the next succeeding Business Day.

(b) Each Seller hereby agrees that the Seller Agent is authorized to receive amounts due from Buyer to such Seller hereunder. All amounts so received shall be applied in the following order of payment during each Settlement Period:

(i) first, to pay any amounts payable pursuant to Section 2.01(c)(ii)(B) ; and

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(ii) second, to make payments of interest on, and then principal of the Subordinated Note in accordance with Section 2.08 .

(c) On each Settlement Date:

(i) the Seller Agent shall determine the aggregate Purchase Price (the “ Aggregate Purchase Price ”) for all Receivables conveyed by the Sellers to Buyer during the preceding Settlement Period or, in the case of the Facility Maturity Date, during the period from the end of the most recent Settlement Period to the Facility Maturity Date (each such period, an “ Adjusted Settlement Period ”); provided that the final Adjusted Settlement Period shall commence on the day following the most recently ended Adjusted Settlement Period and shall end on the Facility Maturity Date;

(ii) if on any Settlement Period the Aggregate Purchase Price for the related Adjusted Settlement Period minus the aggregate amount of Purchase Price Credits for such Adjusted Settlement Period (such difference, the “ Modified Aggregate Purchase Price ”) exceeds the amount of cash payments received by the Seller Agent from Buyer for such Adjusted Monthly Period (such amount, the “ Cash Payments ”), the Seller Agent shall, subject to the terms of this Agreement and to the extent it has not already done so, record such excess as an increase in the principal amount outstanding under the Subordinated Note (subject to the limitation set forth in Section 2.05 );

(iii) if on any Settlement Date, the Cash Payments for the related Adjusted Settlement Period exceed the Modified Aggregate Purchase Price for such Adjusted Settlement Period, the Seller Agent shall, subject to the terms of this Agreement, record the application of that excess (x) first, to the payment of any unpaid and accrued interest on the Subordinated Note, (y) second, as a reduction in the principal amount of the Subordinated Note, and (z) third, cause the Sellers to pay any remaining excess to the Buyer.

Section 2.08. Subordinated Note .

(a) On the date of the initial Sale, Buyer shall issue to the Seller Agent, for the account of the Sellers as their respective interests may appear, the Subordinated Note. The aggregate principal amount of the Subordinated Note at any time shall be equal to the difference between (i) the aggregate principal amount on the issuance thereof and each addition to the principal amount of the Subordinated Note with respect to each Seller pursuant to the terms of Section 2.01(c)(ii)(C) and Section 2.07 as of such time, minus, (ii) the aggregate amount of all payment made in respect of the principal of the Subordinated Note as of such time. All payments made in respect of the Subordinated Note shall be allocated, first to pay accrued and unpaid interest thereon, second, to pay the outstanding principal amount thereof. Interest on the outstanding principal amount of the Subordinated Note shall accrue at a rate per annum as set forth in the Subordinated Note, to be paid (x) on each Settlement Date with respect to the principal amount of the Subordinated Note outstanding from time to time during the Adjusted Settlement Period immediately preceding such Settlement Date (but only to the extent that Buyer has funds available to make such payment) and (y) on the maturity date thereof. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b) . Principal of the Subordinated Note not paid or prepaid pursuant to the terms hereof shall be payable on the maturity date thereof. Notwithstanding anything to the contrary contained in this Agreement, any payments to be made by Buyer in respect of the Subordinated Note shall be made solely from funds available to Buyer that are not otherwise required to be applied or set-aside for the payment of any obligations of Buyer under the Credit Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against Buyer to the extent that insufficient funds exist to make such payment.

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(b) Each addition to the principal amount of the Subordinated Note on any Transfer Date pursuant to Section 2.01(c) (including on the date of the initial Sale hereunder) shall be allocated among the Sellers by the Seller Agent ratably in proportion to the Purchase Price owing to each on such Transfer Date.

Section 2.09. Additional Sellers . In order for a Subsidiary of Parent that is not a Seller on the date hereof to become a party to this Agreement in the capacity as a Seller, a Joinder Agreement for such Subsidiary in the form of Exhibit 1 hereto must have been executed by all requisite parties thereto and have been delivered to the Administrative Agent.

ARTICLE III

CONDITIONS PRECEDENT

Section 3.01. Conditions Precedent to Initial Sale . The initial Sale hereunder shall be subject to satisfaction of each of the following conditions precedent:

(a) Sale Agreement; Other Documents . This Agreement or counterparts hereof shall have been duly executed by, and delivered to, each Seller and Buyer, and Buyer shall have received such information, documents, instruments, agreements and legal opinions as Buyer shall request in connection with the transactions contemplated by this Agreement, including all those identified in the Schedule of Documents, each in form and substance satisfactory to Buyer.

(b) Governmental Approvals . Buyer shall have received from each Seller satisfactory evidence that such Seller has obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

(c) Credit Agreement Conditions . Each of those conditions precedent set forth in Section 3.01 of the Credit Agreement shall have been satisfied or waived in writing as provided therein.

Section 3.02. Conditions Precedent to all Sales . Each Sale hereunder (including the initial Sale) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor:

(a) (i) the Administrative Agent shall not have declared the Commitment Termination Date to have occurred following the occurrence of a Termination Event, and (ii) the Commitment Termination Date shall not have automatically occurred, in either event, in accordance with Section 8.01 of the Credit Agreement; and

(b) each Seller shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may reasonably request.

The acceptance by any Seller of the Purchase Price for any Transferred Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Seller that the conditions precedent set forth in this Article III have been satisfied. Upon any such acceptance, title to the Transferred Receivables sold on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.

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ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 4.01. Representations and Warranties of each Seller . To induce Buyer to purchase the Transferred Receivables, each Seller, as applicable, makes the following representations and warranties to Buyer, as to itself, severally and not jointly, as of the Initial Funding Date and, except to the extent otherwise expressly provided below, as of each Transfer Date, each of which shall survive the execution and delivery of this Agreement.

(a) Corporate Existence; Compliance with Law . Such Seller (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify could not reasonably be expected to result in a Material Adverse Effect; (iii) has the requisite corporate limited liability or limited partnership power and authority, as applicable, and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease, and to conduct its business, in each case, as now, heretofore and proposed to be conducted; except where such failure, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (iv) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do any of the foregoing, could not reasonably be expected to result in a Material Adverse Effect; (v) is in compliance with its articles or certificate of incorporation or formation, limited liability agreement or limited partnership agreement or by-laws, as applicable; and (vi) subject to specific representations set forth herein regarding ERISA, environmental laws, tax laws and other laws, is in compliance with all applicable provisions of law, except where the failure to so comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) Jurisdiction of Organization; Executive Offices; Collateral Locations; Corporate or Other Names; FEIN . Such Seller is a registered organization of the type and is organized under the laws of the State, which is its only jurisdiction of organization (and which has not changed in the last twelve months), set forth in Schedule 4.01(b) (as supplemented from time to time by written notice to Buyer and the Administrative Agent). Such Seller’s organizational identification number (if any) and the current location of such Seller’s chief executive office are set forth in Schedule 4.01(b) . During the five years prior to the Initial Funding Date, except as set forth in Schedule 4.01(b) , such Seller has not been known as or used any legal names. In addition, Schedule 4.01(b) lists the federal employer identification number of such Seller.

(c) Corporate Power, Authorization, Enforceable Obligations . The execution, delivery and performance by such Seller of this Agreement and the other Transaction Documents to which it is a party and the creation and perfection of all Sales and Liens provided for herein and therein and, solely with respect to clause (vii)  below, the exercise by Buyer, or its assigns of any of its rights and remedies under any Transaction Document to which it is a party: (i) are within such Seller’s corporate, limited liability or limited partnership power, as applicable; (ii) have been duly authorized by all necessary or proper corporate, limited liability or limited partnership action, as applicable, and all shareholder, member, or general partnership action, as applicable; (iii) do not contravene any provision of any of such Seller’s articles or certificate of incorporation or formation, limited liability company agreement, limited partnership agreement or by-laws, as applicable; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority, except for any violation that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (v) do not conflict with or

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result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, (A) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Seller is a party or by which such Seller or any of the property of such Seller is bound that relates to Indebtedness of such Seller in an amount greater than or equal to $50,000,000 or (B) any other indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Seller is a party or by which such Seller or any of the property of such Seller is bound, except as where could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Seller; and (vii) do not require the consent or approval of any Governmental Authority or any other Person, except those which have been duly obtained, made or complied with on or prior to the Effective Date and those consents or approvals, the failure of which to so obtain, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Transaction Documents to which such Seller is a party has been duly executed and delivered by such Seller and each such Transaction Document constitutes a legal, valid and binding obligation of such Seller, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(d) No Litigation . No Litigation is now pending or, to the knowledge of such Seller, threatened against such Seller, that is reasonably likely to be adversely determined and (i) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (ii) challenges such Seller’s right or power to enter into or perform any of its obligations under the Transaction Documents to which it is a party, or the validity or enforceability of any Transaction Document.

(e) Solvency . After giving effect to (i) the transactions contemplated by this Agreement and the other Transaction Documents and (ii) the payment and accrual of all transaction costs in connection with the foregoing, such Seller is and will be Solvent. After giving effect to the Sale of Receivables and other payments and transactions contemplated on each Transfer Date, such Seller is and will be Solvent.

(f) Material Adverse Effect . Since December 31, 2008, no event has occurred that alone or together with other events could reasonably be expected to have a Material Adverse Effect.

(g) Ownership of Receivables; Liens . Such Seller owns each Receivable originated or acquired by it free and clear of any Adverse Claim and, from and after each Transfer Date, Buyer will acquire valid and properly perfected title to and the sole record and beneficial ownership interest in each Transferred Receivable purchased or otherwise acquired on such date, free and clear of any Adverse Claim or restrictions on transferability. Such Seller has received all assignments, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Seller’s right, title and interest in and to the Receivables originated or acquired by it. Such Seller has rights in and full power to transfer its Receivables hereunder. No effective financing statements or other similar instruments are of record in any filing office listing such Seller as debtor and purporting to cover the Transferred Receivables except with respect to the Liens granted to Buyer hereunder. A

(h) [RESERVED] .

(i) Taxes . Except as could not, either individually or in the aggregate be reasonably expected to have a Material Adverse Effect, all material tax returns, reports and statements, including information returns, required by any Governmental Authority to be filed by any domestic Affiliate of Parent have been filed with the appropriate Governmental Authority and all Charges have been paid prior

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to the date on which any fine, penalty, interest or late charge may be added thereto for nonpayment thereof (or any such fine, penalty, interest, late charge or loss has been paid and taking into account applicable extensions), excluding Charges or other amounts being contested in accordance with Section 4.02(k) . Proper and accurate amounts have been withheld by such Seller or any such domestic Affiliates from its respective employees for all periods in full and complete compliance with all applicable federal, state, provincial, local and foreign laws and such withholdings have been timely paid to the respective Governmental Authorities (taking into account any applicable extensions). As of the Initial Funding Date, (i) Parent has elected to have Buyer disregarded as an entity separate from Parent for federal income tax purposes under Section 301.7001-3(b)(1) of the United States Treasury Regulations and Buyer is therefore not an association taxable as a corporation for federal income tax purposes and (ii) neither such Seller nor any of its domestic Affiliates has agreed or been requested to make any adjustment under IRC Section 481(a), by reason of a change in accounting method or otherwise, that could reasonably be expected to have a Material Adverse Effect.

(j) Intellectual Property . As of the Effective Date, such Seller owns or has rights to use all intellectual property necessary to continue to conduct its business as now or heretofore conducted by it or proposed to be conducted by it. Such Seller conducts its business and affairs without any material infringement of or interference with any intellectual property of any other Person. As of the Effective Date, no Seller is aware of any infringement or claim of infringement by others of any material intellectual property of any Seller except any infringement or claim or infringement that could individually or in the aggregate, reasonably be expected to cause a Material Adverse Effect. No license or approval is required for Buyer or its assignee (including the Administrative Agent) to use any programs used by the Sellers in the servicing of the Receivables other than those which have been obtained and are in full force and effect and those licenses and approvals the failure to so obtain, could not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Effect.

(k) Full Disclosure . All information contained in this Agreement, any of the other Transaction Documents, or any other written statement or information furnished by or on behalf of such Seller to Buyer relating to this Agreement, the Transferred Receivables or any of the other Transaction Documents, taken as a whole, was, when furnished, true and accurate in every material respect, and none of this Agreement, any of the other Transaction Documents, or any other written statement or information furnished by or on behalf of such Seller to Buyer relating to this Agreement or any of the other Transaction Documents contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made. All information contained in this Agreement, any of the other Transaction Documents, or any written statement furnished to Buyer has been prepared in good faith by management of such Seller with the exercise of reasonable diligence.

(l) Notices to Obligors . Such Seller has directed all Obligors of Transferred Receivables originated by it to remit all payments with respect to such Receivables for deposit in a Lockbox or Collection Account.

(m) ER