SUNGARD BRIDGE RECEIVABLES FACILITY BRIDGE SECOND STEP RECEIVABLES PURCHASE AGREEMENT

Exhibit 10.6

SUNGARD BRIDGE RECEIVABLES FACILITY

BRIDGE SECOND STEP RECEIVABLES PURCHASE AGREEMENT

DATED AS OF AUGUST 11, 2005

by and among

SUNGARD FINANCING LLC,

as Transferor,

and

SUNGARD FUNDING II LLC,

as the Transferee,

SUNGARD BRIDGE RECEIVABLES FACILITY

BRIDGE SECOND STEP RECEIVABLES PURCHASE AGREEMENT

THIS BRIDGE SECOND STEP RECEIVABLES PURCHASE AGREEMENT , dated as of August 11, 2005 (the “ Second Step Agreement ”) ¹ , relating to the SunGard Bridge Receivables Facility, is by and among SunGard Financing LLC, a Delaware limited liability company (“ SunGard Financing ” or the “ Transferor ” ), and SunGard Funding II LLC, a Delaware limited liability company (together with its assigns, “ SunGard Funding II ” or the “ Transferee ”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Annex A hereto.

PRELIMINARY STATEMENTS

SunGard Financing now owns, and from time to time hereafter will own, pursuant to the First Step Agreement, all of the right, title and interest in and to the Receivables of the Sellers thereunder (the “ Receivables ”), together with the Seller Related Security and Collections with respect thereto (collectively with the Receivables, the “ Assets ”).

SunGard Financing wishes to sell and assign to SunGard Funding II, and SunGard Funding II wishes to purchase from SunGard Financing, all of SunGard Financing’s right, title and interest in and to the Assets and the SunGard Financing Related Security existing on the date hereof and arising from time to time until the Amortization Date.

Following each purchase of all of SunGard Financing’s right, title and interest in and to all the Assets and the SunGard Financing Related Security, SunGard Funding II may pledge the Assets and the SunGard Financing Related Security to obtain credit under the Credit Agreement.

ARTICLE I

AMOUNTS AND TERMS

Section 1.1 Purchase of Receivables .

(a) Effective on the date hereof, in consideration for the Second Step Purchase Price and upon the terms and subject to the conditions set forth herein, SunGard Financing hereby sells, assigns, transfers, sets over and otherwise conveys to SunGard Funding II, without recourse (except to the extent expressly provided herein), and SunGard Funding II does hereby purchase from SunGard Financing, all of its right, title and interest in and to all of the Assets and the SunGard Financing Related Security existing as of the close of business on the Business Day immediately prior to the date hereof and all of the Assets and SunGard Financing Related Security thereafter arising through and including the Amortization Date. In accordance with the preceding sentence, on the date hereof SunGard Funding II shall acquire all of SunGard Financing’s right, title and interest in and to all of the Assets and the SunGard Financing Related Security existing as of the close of business on the Business Day immediately prior to the date hereof and thereafter arising through and including the Amortization Date; provided , that, SunGard Funding II shall pay the Second Step Purchase Price therefor in accordance with Section 1.2 .

(b) It is the intention of the parties hereto that the Purchase of Receivables included in the Assets made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the Uniform Commercial Code), which sale is absolute and irrevocable and provides SunGard Funding II with the full benefits of ownership of the Receivables. The sale of Receivables hereunder is made without recourse to SunGard Financing; provided , however , that (i) SunGard Financing shall be liable to SunGard Funding II for all representations, warranties and covenants made by the Sellers under the First Step Agreement and by SunGard Financing hereunder, and (ii) such sale does not constitute and is not intended to result in an assumption by SunGard Funding II or any assignee thereof of any obligation of any Seller, SunGard Financing or any other Person arising in connection with the Receivables, the related Contracts, the Seller Related Security and/or the SunGard Financing Related Security or any other obligations of Sellers or SunGard Financing. In view of the intention of the parties hereto that the Purchase of Receivables made hereunder shall constitute a sale of such Receivables rather than loans secured thereby, SunGard Financing will, on or prior to the date hereof and in accordance with Section 4.1(h) , (x) indicate clearly and unambiguously in its computer files that all Receivables have been or will be conveyed to SunGard Funding II pursuant to this Agreement and (y) note in its accounting records that the Receivables have been sold to SunGard Funding II. Upon the request of SunGard Funding II, the Transferor will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of SunGard Funding II’s ownership interest in the Assets and SunGard Financing Related Security, or as SunGard Funding II may reasonably request.

Section 1.2 Payment for the Purchase .

(a) The Second Step Purchase Price for each Second Step Purchase from SunGard Financing shall be the Purchase Price (net of Purchase Price Credits) payable for the related Purchase by SunGard Financing under the First Step Agreement, payable on the dates the related Purchase Price is payable by SunGard Financing.

(b) Upon the fulfillment of the conditions set forth in Article III, the Second Step Purchase Price for Receivables shall be paid by SunGard Funding II or provided for (without duplication) by SunGard Funding II in the manner provided in Section 1.2(c) on the date of the initial Purchase from SunGard Financing and on each Purchase Date thereafter until the Amortization Date.

(c) The Second Step Purchase Price for Receivables shall be paid by SunGard Funding II on each Purchase Date (including the initial Purchase Date) as follows:

(i) by netting the amount of any Purchase Price Credits then due to SunGard Financing against such Second Step Purchase Price;

(ii) to the extent available for such purpose (as determined by SunGard Funding II), in cash; and

(iii) by means of an addition to the principal amount of the Second Step Intercompany Note in an aggregate amount up to the remaining portion of the Second Step Purchase Price (after subtraction of the amounts paid in accordance with clauses (i), (ii) and (iii) of this subsection (c). SunGard Financing may evidence such additional principal amounts by recording the date and amount thereof on the grid attached to the Second Step Intercompany Note; provided , however , that the failure to make any such recordation or any error in such grid shall not adversely affect SunGard Financing’s rights.

(d) All amounts payable by SunGard Funding II in respect of the Second Step Purchase Price of Receivables shall be paid by SunGard Funding II to an account of SunGard Financing. Any such payment by SunGard Funding II to or at the direction of SunGard Financing shall constitute a full and complete discharge of SunGard Funding II’s liability for the amounts so paid.

Section 1.3 Reconveyance of Receivables . (a) Simultaneously with any reconveyance of a Receivable under Section 1.3(b) of the First Step Agreement, such Receivable shall immediately and automatically be sold, assigned, transferred and reconveyed (without recourse) by SunGard Funding II to SunGard Financing without any further action by SunGard Funding II or any other Person.

(b) If at any time a Seller shall become a “Seller” under the SunGard Insured Receivables Facility, the Receivables originated by such Seller shall immediately and automatically be sold, assigned, transferred and reconveyed (without recourse) by SunGard Funding II to SunGard Financing without any further action by SunGard Funding II or any other Person.

Section 1.4 Payments and Computations, Etc .

(a) All amounts to be paid or deposited by SunGard Funding II 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 SunGard Financing designated from time to time by SunGard Financing or as otherwise directed by SunGard Financing; provided that to the extent Collections during any Monthly Period that are available to fund the Second Step Purchase Price of Receivables sold during such period are less than the full amount of such Second Step Purchase Price, the unpaid portion thereof shall be paid or provided for on the related Settlement Date in accordance with Section 1.4(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. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid in full; provided , however , that such Default Fee shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.

(b) All amounts due to SunGard Financing from SunGard Funding II once received shall be applied in the following order of payment during each Monthly Period:

(i) first , to pay any amounts payable pursuant to 1.2(c)(ii) ; and

(ii) second , to make payments of interest on, and then principal of the Second Step Intercompany Note in accordance with Section 1.8 and the Second Step Intercompany Note.

(c) On each Settlement Date:

(i) SunGard Financing shall determine the aggregate Second Step Purchase Price (the “ Aggregate Second Step Purchase Price ”) for all Assets conveyed by SunGard Financing to SunGard Funding II during the preceding Monthly Period or, in the case of the Amortization Date, during the period from the end of the preceding Monthly Period to the Amortization Date (each such period, a “ Adjusted Monthly Period ”); provided , that the final Adjusted Monthly Period shall commence on the day following the most recently ended Adjusted Monthly Period and shall end on the Amortization Date;

(ii) if on any Settlement Date, the Aggregate Second Step Purchase Price for the related Adjusted Monthly Period minus the aggregate amount of Second Step Purchase Price Credits for such Adjusted Monthly Period (such difference, the “ Modified Aggregate Second Step Purchase Price ”) exceeds the amount of cash payments received by SunGard Financing as provided herein for such Adjusted Monthly Period (such amount, the “ Cash Payments ”), SunGard Financing 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 Second Step Intercompany Note (subject to the limitation set forth in Section 1.8(c) ), and if any excess remains after giving effect to the permissible increase in the principal amount of the Second Step Intercompany Note, SunGard Financing may declare the Amortization Date to have occurred by delivering notice to that effect to SunGard Funding II and the Administrative Agent; and

(iii) if on any Settlement Date, the Cash Payments for the related Adjusted Monthly Period exceed the Modified Aggregate Second Step Purchase Price for such Adjusted Monthly Period, SunGard Financing 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 Second Step Intercompany Note, (y)  second , as a reduction in the principal amount of the Second Step Intercompany Note, and, (z)  third , to the payment of any remaining excess to SunGard Funding II.

Section 1.5 Transfer of Records .

(a) In connection with the Purchase of Receivables hereunder, SunGard Financing hereby sells, transfers, assigns and otherwise conveys to SunGard Funding II all of SunGard Financing’s right and title to and interest in the Records relating to all Receivables sold hereunder, without the need for any further documentation in connection with the Purchase. In connection with such transfer, SunGard Financing hereby grants to SunGard Funding II an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by SunGard Financing to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by SunGard Financing or is owned by others and used by SunGard Financing under license agreements with respect thereto, provided that should the consent of any licensor of SunGard Financing to such grant of the license described herein be required, SunGard Financing hereby agrees that upon the request of SunGard Funding II, SunGard Financing will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.

(b) SunGard Financing (i) shall take such action requested by SunGard Funding II, from time to time hereafter, that may be necessary or appropriate to ensure that SunGard Funding II have an enforceable ownership interest in the Records (and is able to grant a perfected first priority security interest) relating to the Receivables purchased from SunGard Financing hereunder, and (ii) shall use its reasonable efforts to ensure that SunGard Funding II, the Administrative Agent and the Collection Agent each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Receivables and/or to recreate such Records.

Section 1.6 Characterization . This agreement constitutes a “security agreement” as defined in the Uniform Commercial Code that the parties intend provides for the “security interest” of a buyer of accounts under the Uniform Commercial Code. If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale by SunGard Financing to SunGard Funding II of Receivables hereunder shall be characterized as a loan by SunGard Financing to SunGard Funding II and not a true sale of accounts or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement in respect of such loan under the Uniform Commercial Code and other applicable law. SunGard Financing hereby grants to SunGard Funding II a security interest in all of SunGard Financing’s right, title and interest in, to and under all Assets existing and hereafter arising and all Records with respect thereto, and all proceeds of the foregoing, and the SunGard Financing Related Security to secure such loan, which security interest shall be prior to all other Liens. After the occurrence of an Early Amortization Event, SunGard Funding II and its assigns shall have, in addition to the rights and remedies specified in this Agreement, all other rights and remedies provided to a secured party after default in a transaction which is a sale of accounts under the Uniform Commercial Code and other applicable law, which rights and remedies shall be cumulative.

Section 1.7 No Repurchase . Except to the extent expressly set forth herein, SunGard Financing shall not have any right or obligation under this Agreement, by implication or otherwise, to repurchase from SunGard Funding II any Receivables or to rescind or otherwise retroactively affect any Purchase of any Receivable after it is sold to SunGard Funding II hereunder.

Section 1.8 Second Step Intercompany Note .

(a) On the date of the initial Purchase, SunGard Funding II shall issue to SunGard Financing, for its account, a note substantially in the form of Exhibit I (as amended, supplemented or otherwise modified from time to time, the “ Second Step Intercompany Note ”). The aggregate principal amount of the Second Step Intercompany 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 Second Step Intercompany Note with respect to SunGard Financing pursuant to the terms of Section 1.2(c)(iii) and Section 1.4 as of such time, minus (ii) the aggregate amount of all payments made in respect of the principal of the Second Step Intercompany Note as of such time. All payments made in respect of the Second Step Intercompany Note shall be allocated, first , to pay accrued and unpaid interest thereon, and second , to pay the outstanding principal amount thereof. Interest on the outstanding principal amount of the Second Step Intercompany Note shall accrue at a rate per annum equal to the Base Rate in effect from time to time from and including the date of issuance to but excluding the day on which it is paid in full and shall, subject to the terms and conditions hereof and thereof, be paid (x) on each Settlement Date with respect to the principal amount of the Second Step Intercompany Note outstanding from time to time during the Adjusted Monthly Period immediately preceding such Settlement Date (but only to the extent SunGard Funding II has funds available to make such payment) and (y) on the maturity date thereof; provided , however , that, to the maximum extent permitted by law, accrued interest on the Second Step Intercompany Note which is not so paid shall be added to the principal amount of the Second Step Intercompany Note. Principal of the Second Step Intercompany Note not paid or prepaid pursuant to the terms thereof shall be payable on the maturity date thereof. Notwithstanding anything to the contrary contained in this Agreement, any payments to be made by SunGard Funding II in respect of the Second Step Intercompany Note shall be made solely from funds available to SunGard Funding II that are not otherwise required to be applied or set-aside for the payment of any obligations of SunGard Funding II under the Second Step Agreement, shall be non-recourse and shall not constitute a claim against SunGard Funding II to the extent that insufficient funds exist to make such payment.

(b) Anything herein to the contrary notwithstanding, SunGard Funding II may not make any payment of any Second Step Purchase Price on any Purchase Date by increasing the aggregate principal amount of the Second Step Intercompany Note outstanding unless the aggregate principal amount of the Second Step Intercompany Note outstanding on such Purchase Date (after giving effect to all repayments thereof on or before such Purchase Date) would not exceed 25% of the aggregate Outstanding Balance of the Receivables on such Purchase Date.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of SunGard Financing . SunGard Financing hereby represents and warrants to SunGard Funding II, as of the date hereof, and as of the date of each incremental Purchase, and with respect to the other representations and warranties set forth in this Section 2.1, as of the date such Receivables are purchased hereunder, that:

(a) Corporate Existence and Power . SunGard Financing (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to own its assets, to carry on its business as now conducted and as proposed to be conducted and to execute, deliver and perform its obligations under each Transaction Document to which it is a party and (c) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is to do business in, and is in good standing in, every jurisdiction where such qualification is required.

(b) Power and Authority; Due Authorization Execution and Delivery . The execution, delivery and performance by SunGard Financing of the Transaction Documents to which it is a party have been duly authorized by all necessary corporate action or other action and, if required, stockholder action. This Agreement has been duly executed and delivered by SunGard Financing and constitutes, and each other Transaction Document to which SunGard Financing is to be a party, when executed and delivered by SunGard Financing, will constitute, a valid and legally binding obligation of SunGard Financing, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(c) Governmental Approvals, No Conflict . The execution and delivery by SunGard Financing of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect security interests created under the Transaction Documents, (ii) do not contravene or violate, as the case may be, its certificate of incorporation or by-laws, or its certificate of formation or limited liability company agreement; (iii) do not require compliance with any bulk sales act or similar law, (iv) will not violate any Requirement of Law applicable to SunGard Financing except to the extent such violations, individually

or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (v) will not violate or result in a default under any material indenture or other material agreement or instrument binding upon SunGard Financing or any of their respective assets, or give rise to a right thereunder to require any payment to be made by SunGard Financing or give rise to a right of, or result in, termination, cancellation or acceleration of any material obligation thereunder, and (vi) will not result in the creation or imposition of any Lien on any asset of SunGard Financing except Liens created under the Transaction Documents.

(d) Actions, Suits . There are no actions, suits or proceedings pending, or to SunGard Financing’s knowledge, probable of assertion, against or affecting SunGard Financing, or any of its properties, in or before any court, arbitrator or other body, that question the validity of the Transactions or could reasonably be expected to have a Material Adverse Effect. SunGard Financing is not in default with respect to any order of any court, arbitrator or governmental body.

(e) Accuracy of Information . All information heretofore furnished by SunGard Financing or any of its Affiliates to SunGard Funding II for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by SunGard Financing or any of its Affiliates to SunGard Funding II will be, true and accurate in every material respect on the date such information is stated or certified.

(f) Good Title . At the time each Receivable of SunGard Financing is transferred to SunGard Funding II, SunGard Financing was the legal and beneficial owner of each such Receivables, Related Security and Collections with respect thereto, free and clear of any Lien, except as created by the Transaction Documents.

(g) Perfection . This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase, transfer to the SunGard Funding II (and the SunGard Funding II shall acquire from SunGard Financing) a valid and perfected first priority ownership interest in each Receivable that is the subject of such Purchase, together with the Related Security and Collections with respect thereto, free and clear of any Lien, except as created by the Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the Uniform Commercial Code (or any comparable law) of all appropriate jurisdictions to perfect the SunGard Funding II’s ownership interest in the Receivables, the Related Security and the Collections.

(h) Uniform Commercial Code Search; Filing Information; Location of Records . The name (as it appears in the public records of the relevant jurisdiction of organization), the Federal tax identification number, the organizational identification number, the type of organization, the jurisdiction of organization, the mailing address and the address of the location of the Records of SunGard Financing are correctly set forth Schedule B .

(i) Lockboxes, Lockbox Accounts and Collection Accounts . The names and addresses of all Lockbox Banks and Collection Banks as of the date of this Agreement, together with the account numbers of the Lockbox Accounts and Collection Accounts at each Lockbox Bank and Collection Bank and the post office box number of each Lockbox, are listed on Schedule C .

(j) Names . Within the last five years, SunGard Financing has not used any corporate names, trade names or assumed names other than that on the signature page of this Agreement.

(k) Ownership of SunGard Funding II . SunGard Financing owns, directly or indirectly, 100% of membership interests in SunGard Funding II, free and clear of any Lien.

(l) Investment and Holding Company Status . SunGard Financing is not (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

(m) Good Faith Transfers . The transfers of Receivables by SunGard Financing to SunGard Funding II pursuant to this Agreement, and all other transactions between SunGard Financing and SunGard Funding II, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of SunGard Financing.

(n) Early Amortization Event and Potential Early Amortization Event . No Early Amortization Event or Potential Early Amortization Event has occurred and is continuing.

(o) Taxes. SunGard Financing has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which SunGard Financing has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

(p) Solvency. Immediately after the consummation of the Transactions to occur on the date hereof, SunGard Financing is Solvent.

(q) Employees . SunGard Financing has no employees.

(r) Uniform Commercial Code Article 9 Representation . (i)  Creation . This Agreement creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Receivables, the Collections and the Seller Related Security in favor of SunGard Funding II, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Transferor.

(ii) Accounts . The Receivables, Collections and Related Security constitute either “accounts”, “general intangibles” or “deposit accounts” within the meaning of the Uniform Commercial Code.

(iii) Title . The Transferor owns and has good and marketable title to the Receivables, Collections and Seller Related Security free and clear of any Lien, claim or encumbrance of any Person.

(iv) Perfection . The Transferor has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables, Collections and Related Security granted to SunGard Funding II hereunder to the extent that they constitute “accounts” or “general intangibles”. The Transferor has delivered to the Administrative Agent a fully executed agreement pursuant to with the banks maintaining the Lockboxes and the Collection Accounts have agreed to comply with all instructions originated by the Administrative Agent directing disposition of the funds in the Lockboxes and Collection Accounts without further consent by the Transferor.

(v) Priority . Other than the security interest granted to SunGard Funding II hereunder, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables, Collections or Seller Related Security. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of collateral covering the Receivables, the Collections or the Seller Related Security other than any financing statement relating to the security interest granted to SunGard Funding II hereunder or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor.

(vi) This clause (r) is not waivable.

Section 2.2 Representations and Warranties of SunGard Funding II . SunGard Funding II represents and warrants as follows:

(a) SunGard Funding II is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and is duly in good standing as a foreign limited liability company in each jurisdiction where the failure to be so qualified, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the ability of SunGard Funding II to perform its obligations hereunder.

(b) The execution, delivery and performance by SunGard Funding II of this Agreement, and each other Transaction Document to which SunGard Funding II is to be a party, when executed and delivered by SunGard Funding II (i) have been duly authorized by all necessary limited liability company action and (ii) will not (A) violate (1) SunGard Funding II’s certificate of formation or limited liability company agreement, (2) any Requirement of Law applicable to SunGard Funding II or (3) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which SunGard Funding II is a party or by which it or any of its property is or may be bound or (B) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation of a material right or acceleration of any material payment obligations under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (ii) or this Section 2.2(b) , could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of SunGard Funding II to perform its obligations hereunder and (iii) will not result in the creation or imposition of any Lien except Liens created under the Transaction Documents.

(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by SunGard Funding II of this Agreement, except (i) such as have been obtained or made and are in full force and effect and (ii) for such authorizations, approvals or actions the failure of which to obtain or take could not reasonably be expected to have a material adverse effect on the ability of SunGard Funding II to perform its obligations hereunder.

(d) This Agreement, and each other Transaction Document to which SunGard Funding II is to be a party, when executed and delivered by SunGard Funding II, has been duly executed and delivered by SunGard Funding II and is the legal, valid and binding obligation of SunGard Funding II, enforceable in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

ARTICLE III

CONDITIONS OF PURCHASE

Section 3.1 Conditions Precedent to Initial Purchase . The initial Purchase under this Agreement is subject to the conditions precedent that (a) SunGard Funding II shall have received on or before the date of such purchase those documents listed on Schedule D and (b) all of the conditions to the initial purchase under the First Step Agreement and to the effectiveness of the Credit Agreement shall have been satisfied or waived in accordance with the terms thereof.

Section 3.2 Conditions Precedent to all Purchases by SunGard Funding II . SunGard Funding II’s obligation to purchase Receivables on each Purchase Date from SunGard Financing shall be subject to the further conditions precedent that (a) the Amortization Date shall not have occurred and (b) the representations and warranties set forth in Article II with respect to SunGard Financing that are required to be made on such Purchase Date are true and correct on and as of such date.

Notwithstanding the foregoing, unless otherwise specified by SunGard Funding II (with a copy to the Administrative Agent) in a written notice to SunGard Financing, each Purchase from SunGard Financing shall occur automatically on each day prior to the Amortization Date, with the result that the title to all Receivables of SunGard Financing shall vest in SunGard Funding II automatically on the date each such Receivable arises and without any further action of any kind by SunGard Funding II or SunGard Financing, whether or not the conditions precedent specified above were in fact satisfied on such date and notwithstanding any delay in making payment of the Second Step Purchase Price for such Receivables (but without impairing SunGard Funding II’s obligation to pay such Sec