Exhibit 10.3
Execution Copy
SELLER SUPPORT AGREEMENT
THIS SELLER SUPPORT AGREEMENT
(“ Agreement ”) is entered into as of
March 27, 2009, by SunGard Data Systems Inc., a Delaware
corporation (“ Parent ”), in favor of SunGard AR
Financing LLC, a Delaware limited liability company (“
SPE ”).
RECITALS
A. SPE, as purchaser, has entered
into a Receivables Sale Agreement dated as of the date hereof (as
the same may from time to time be amended, restated, supplemented
or otherwise modified, the “ Sale Agreement ”),
with Parent, as seller agent, and the persons from time to time
party thereto as “Sellers.” Unless otherwise defined
herein, capitalized terms or matters of construction defined or
established in Annex X to the Sale Agreement and Annex
X to the Credit Agreement (as defined in the Sale Agreement)
shall be applied herein as defined or established
therein.
B. The Sellers and the Parent are
expected to receive substantial direct and indirect benefits from
the transactions contemplated by the Sale Agreement (which benefits
are hereby acknowledged).
C. As an inducement for SPE to enter
into the Sale Agreement, Parent has agreed to guaranty the due and
punctual performance by each of the SunGard Entities (as defined
below) of all of the Guaranteed Obligations (as defined
below).
AGREEMENT
NOW, THEREFORE, in consideration of
the premises and of the mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and in order to induce SPE to
make purchases under the Sale Agreement, Parent hereby agrees as
follows:
Section 1. Unconditional
Undertaking . Parent hereby unconditionally and irrevocably
undertakes and agrees with and for the benefit of SPE and the
Administrative Agent (for itself and for the benefit of the
Lenders) to cause the due and punctual performance and observance
by each Sub-Servicer and each Seller and their respective
successors and assigns (each, a “ SunGard Entity
” and, collectively, the “ SunGard Entities
”) of all of the terms, covenants, conditions, agreements and
undertakings on the part of such SunGard Entity to be performed or
observed under the Sale Agreement or any document delivered by such
SunGard Entity in connection with the Sale Agreement, the Credit
Agreement, any Sub-Servicing Agreement and the Transaction
Documents in accordance with the terms thereof, including the
punctual payment when due of all obligations of such SunGard Entity
now or hereafter existing under any of the Sale Agreement, any
document delivered by such SunGard Entity in connection with the
Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement
and the Transaction Documents, whether for indemnification
payments, fees, expenses or otherwise (such terms, covenants,
conditions, agreements, undertakings and other obligations being
the “ Guaranteed Obligations ”); provided
, that the foregoing unconditional undertaking of Parent is not
intended to, and shall not, constitute a guarantee of the
collectibility or payment of the Transferred Receivables. Parent
agrees that (i) each of its Subsidiaries that becomes an
“Seller” under the Sale Agreement shall be deemed to be
an “Seller” and a SunGard Entity for purposes of this
Agreement and (ii) each of its Subsidiaries that becomes a
“Sub-Servicer” under any Sub-Servicing Agreement shall
be deemed to be a “Sub-Servicer” and a SunGard Entity
for purposes of this Agreement. In the event that any SunGard
Entity shall fail in any manner whatsoever to perform or observe
any of its Guaranteed Obligations when the same shall be required
to be performed or observed under the Sale Agreement or any
document delivered by such SunGard Entity in connection
with the Sale Agreement, the Credit Agreement,
any Sub-Servicing Agreement or any other Transaction Document, then
Parent will itself duly and punctually perform or observe, or cause
to be duly and punctually performed or observed, such Guaranteed
Obligations, and it shall not be a condition to the accrual of the
obligation of Parent hereunder to perform or observe any Guaranteed
Obligation (or to cause the same to be performed or observed) that
SPE or the Administrative Agent, as applicable, shall have first
made any request of or demand upon or given any notice to Parent or
to any SunGard Entity or their respective successors or assigns, or
have instituted any action or proceeding against Parent or any
SunGard Entity or their respective successors or assigns in respect
thereof.
Section 2. Obligation
Absolute . Parent undertakes that the Guaranteed Obligations
will be performed or paid strictly in accordance with the terms of
the Sale Agreement and any document delivered by such SunGard
Entity in connection with the Sale Agreement, the Credit Agreement,
any Sub-Servicing Agreement or any other Transaction Document, as
applicable, regardless of any law, regulation or order applicable
to SPE now or hereafter in effect in any jurisdiction af
