SUNGARD INSURED RECEIVABLES FACILITY FIRST STEP RECEIVABLES PURCHASE AGREEMENT

Exhibit 10.8

SUNGARD INSURED RECEIVABLES FACILITY

FIRST STEP RECEIVABLES PURCHASE AGREEMENT

DATED AS OF AUGUST 11, 2005

by and among

CERTAIN SUBSIDIARIES OF SUNGARD DATA SYSTEMS, INC.,

as Sellers

and

SUNGARD FINANCING LLC

SUNGARD INSURED RECEIVABLES FACILITY

FIRST STEP RECEIVABLES PURCHASE AGREEMENT

THIS FIRST STEP RECEIVABLES PURCHASE AGREEMENT , dated as of August 11, 2005 (as amended and modified from time to time, including all Schedules and Exhibits hereto, this “ Agreement ” or the “ First Step Agreement ”), is by and among SunGard SCT Inc., a Delaware corporation, as a Seller, SunGard Availability Services LP, a Pennsylvania limited partnership, as a Seller, the other Persons which become parties hereto from time to time as Sellers, and SunGard Financing LLC, a Delaware limited liability company (together with its assigns, “ SunGard Financing ”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Annex A to the Insured Receivables Credit Agreement, dated as of August 11, 2005, relating to the SunGard Insured Receivables Facility, by and among SunGard Funding LLC, a Delaware limited liability company, JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders and Funding Agents parties thereto, and the Insurer, as amended or modified from time to time (the “ Credit Agreement ”).

PRELIMINARY STATEMENTS

Each Seller now owns, and from time to time hereafter will own, Receivables. Each Seller wishes to sell and assign to SunGard Financing, and SunGard Financing wishes to purchase from each Seller, all of such Seller’s right, title and interest in and to such Receivables, together with the Seller Related Security and Collections with respect thereto.

Each Seller and SunGard Financing intends the transactions contemplated hereby to be true sales of the Receivables from the applicable Seller to SunGard Financing, providing SunGard Financing with the full benefits of ownership of the Receivables, and the Sellers and SunGard Financing do not intend these transactions to be, or for any purpose to be characterized as, loans from SunGard Financing to any Seller.

Immediately after and on the same day of the purchase of the Receivables from the Sellers, SunGard Financing will sell to SunGard Funding all such Receivables and the associated Seller Related Security and Collections with respect thereto pursuant to the Second Step Agreement. SunGard Funding will pledge such assets 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 Purchase Price and upon the terms and subject to the conditions set forth herein, each Seller hereby sells, assigns, transfers, sets over and otherwise conveys to SunGard Financing, without recourse (except to the extent expressly provided herein), and SunGard Financing does hereby purchase from each Seller, all of each such Seller’s right, title and interest in and to all of such Seller’s Receivables existing as of the close of business on the Business Day immediately prior to the date hereof and all of such Seller’s Receivables thereafter arising through and including the Amortization Date, together, in each case, with all Seller Related Security relating thereto and all Collections thereof; provided , that, SunGard Financing shall be obligated to pay the Purchase Price therefor in accordance with Section 1.2 .

(b) It is the intention of the parties hereto that the Purchase of Receivables 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 Financing with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits owed pursuant to Section 1.3 , the sale of Receivables hereunder is made without recourse to any Seller; provided , however , that (i) each Seller shall be liable to SunGard Financing for all representations, warranties and covenants made by such Seller pursuant hereto, and (ii) such sale does not constitute and is not intended to result in an assumption by SunGard Financing of any obligation of any Seller or any other Person arising in connection with the Receivables, the related Contracts and/or other Seller Related Security or any other obligations of any Seller. 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, each of the Sellers will, on or prior to the date hereof and in accordance with Section 5.1(d) , (x) indicate clearly and unambiguously in its computer files that all Receivables have been or will be conveyed to SunGard Financing pursuant to this Agreement and (y) note in its accounting records that the Receivables have been sold to SunGard Financing. Upon the request of SunGard Financing, each Seller 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 Financing’s ownership interest in the Receivables and the Seller Related Security and Collections with respect thereto, or as SunGard Financing may reasonably request.

Section 1.2 Payment for the Purchase .

(a) The Purchase Price for each Purchase from a Seller shall be payable in full by SunGard Financing to such Seller or its designee on each Purchase Date and shall be paid to such Seller in the manner provided in this Article I; provided that for purposes of the initial Purchase Date, the Purchase Price for the Receivables existing on such date shall be based on the Receivables of each Seller existing as of the Cut-Off Date (the “ Initial Effective Date Purchase Price ”). On the first Settlement Date occurring after the Closing Date (the “ Initial Settlement

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Date”), each Seller shall determine the Purchase Price for the Receivables existing on the Closing Date based on the Receivables actually existing on the Closing Date (the “ Actual Effective Date Purchase Price ”). If the Initial Effective Date Purchase Price paid by SunGard Financing on the Closing Date is greater than the Actual Effective Date Purchase Price with respect to any Seller, such Seller shall pay to SunGard Financing an amount equal to such excess on the Initial Settlement Date. If the Initial Effective Date Purchase Price paid by SunGard Financing on the Closing Date is less than the Actual Effective Date Purchase Price with respect to any Seller, SunGard Financing shall pay to such Seller an amount equal to such difference on the Initial Settlement Date by increasing the outstanding principal amount of the First Step Intercompany Note for the account of such Seller in the amount of the difference.

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

(c) The Purchase Price for Receivables shall be paid by SunGard Financing 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 Purchase Price;

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

(iii) by means of an addition to the principal amount of the First Step Intercompany Note in an aggregate amount up to the remaining portion of the Purchase Price (after subtraction of the amounts paid in accordance with clauses (i) and (ii) of this subsection (c). Any such addition to the principal amount of the First Step Intercompany 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 1.2(c)(iii) and Section 1.8 . The Seller Agent may evidence such additional principal amounts by recording the date and amount thereof on the grid attached to the First Step Intercompany 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, in accordance with Section 1.2(a) , for allocating among the Sellers the payment of the Purchase Price and any amounts netted therefrom pursuant to Section 1.2(c)(i) or credited to SunGard Financing pursuant to Section 1.2(c)(i) or paid in the form of cash to be paid pursuant to Sections 1.2(c)(ii) or in the form of an addition to the principal amount of the First Step Intercompany Note pursuant to Section 1.2(c)(iii) . All amounts payable by SunGard Financing in respect of the Purchase Price shall be paid by SunGard Financing 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

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such payments, making such allocations and taking any other actions hereunder on its behalf and hereby authorizes SunGard Financing 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 SunGard Financing to or at the direction of the Seller Agent shall constitute a full and complete discharge of SunGard Financing’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.

Section 1.3 Purchase Price Credit Adjustments . If on any day:

(a) the Outstanding Balance of a Receivable is reduced as a result of any Dilution, or

(b) any of the representations and warranties set forth in Section 2.1(g), (h), (m), (n), (o) or (p) are no longer true with respect to any Receivable,

then, in such event, SunGard Financing shall be entitled to a credit (each, a “ Purchase Price Credit ”) against the Purchase Price otherwise payable hereunder equal to the Outstanding Balance of such Receivable. If 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 Purchase Date, then such Seller agrees to pay such excess amount of the Purchase Price Credit to SunGard Financing in cash on or prior to the Settlement Date with respect to the Monthly Period during which such Purchase Price Credit arises. Simultaneously with the granting or payment of any Purchase Price Credit by any Seller in respect of a Receivable under Section 1.3(b) , such Receivable shall immediately and automatically be sold, assigned, transferred and reconveyed (without recourse) by SunGard Financing to such Seller without any further action by SunGard Financing or any other Person.

Section 1.4 Payments and Computations, Etc .

(a) All amounts to be paid or deposited by SunGard Financing 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 Monthly 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 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.

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(b) Each Seller hereby agrees that the Seller Agent is authorized to receive amounts due from SunGard Financing to such Seller hereunder. All amounts so 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 First Step Intercompany Note in accordance with Section 1.8 and the First Step Intercompany Note.

(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 SunGard Financing during the preceding Monthly Period or, in the case of the Amortization Date, during the period from the end of the Monthly Period to the Amortization Date (each such period, an “ 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 Purchase Price for the related Adjusted Monthly Period minus the aggregate amount of Purchase Price Credits for such Adjusted Monthly Period (such difference, the “ Modified Aggregate Purchase Price ”) exceeds the amount of cash payments received by the Seller Agent from SunGard Financing on behalf of the Sellers as provided herein 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 First 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 First Step Intercompany Note, the Sellers may declare the Amortization Date to have occurred with respect to all Sellers by delivering notice to that effect to SunGard Financing and the Administrative Agent;

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

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Section 1.5 Transfer of Records .

(a) In connection with the Purchase of Receivables hereunder, each Seller hereby sells, transfers, assigns and otherwise conveys to SunGard Financing all of such Seller’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, each Seller hereby grants to SunGard Financing an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by such Seller or is owned by others and used by such Seller under license agreements with respect thereto, provided that should the consent of any licensor of such Seller to such grant of the license described herein be required, such Seller hereby agrees that upon the request of SunGard Financing, such Seller 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) Each Seller (i) shall take such action requested by SunGard Financing, from time to time hereafter, that may be necessary or appropriate to ensure that SunGard Financing under the Second Step Agreement have an enforceable ownership interest in the Records relating to the Receivables purchased from such Seller hereunder, and (ii) shall use its reasonable efforts to ensure that SunGard Financing 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 any Seller to SunGard Financing of Receivables hereunder shall be characterized as a loan by SunGard Financing to the Sellers 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. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Seller hereby grants to SunGard Financing a security interest in all of such Seller’s right, title and interest in, to and under all Receivables now existing and hereafter arising, all Collections, Seller Related Security and Records with respect thereto, and all proceeds of the foregoing, to secure such loan, which security interest shall be prior to all other Liens. After the occurrence of an Early Amortization Event, SunGard Financing 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, no Seller shall have any right or obligation under this Agreement, by implication or otherwise, to repurchase from SunGard Financing any Receivables or to rescind or otherwise retroactively affect any Purchase of any Receivable after it is sold to SunGard Financing hereunder.

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Section 1.8 First Step Intercompany Note .

(a) On the date of the initial Purchase, SunGard Financing shall issue to the Seller Agent, for the account of the Sellers as their respective interests may appear, a note substantially in the form of Exhibit I (as amended, supplemented or otherwise modified from time to time, the “ First Step Intercompany Note ”). The aggregate principal amount of the First 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 First Step Intercompany Note with respect to each Seller 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 First Step Intercompany Note as of such time. All payments made in respect of the First 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 First 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 First Step Intercompany Note outstanding from time to time during the Adjusted Monthly Period immediately preceding such Settlement Date (but only to the extent SunGard Financing 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 First Step Intercompany Note which is not so paid shall be added to the principal amount of the First Step Intercompany Note. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the First Step Intercompany Note as described in Section 1.8(b) . Principal of the First 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 Financing in respect of the First Step Intercompany Note shall be made solely from funds available to SunGard Financing that are not otherwise required to be applied or set-aside for the payment of any obligations of SunGard Financing under the Second Step Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against SunGard Financing to the extent that insufficient funds exist to make such payment.

(b) Each addition to the principal amount of the First Step Intercompany Note on any Purchase Date pursuant to Section 1.2(c) (including on the date of the initial Purchase hereunder) shall be allocated among the Sellers by the Seller Agent ratably in proportion to the Purchase Price owing to each on such Purchase Date.

(c) Anything herein to the contrary notwithstanding, SunGard Financing may not make any payment of any Purchase Price on any Purchase Date by increasing the aggregate principal amount of the First Step Intercompany Note outstanding unless after giving effect to such increase (after giving effect to all repayments thereof on or before such Purchase Date) (i) the aggregate principal amount of the First Step Intercompany Note outstanding on such Purchase Date would not exceed 25% of the aggregate Outstanding Balance of the Receivables on such Purchase Date and (ii) the Net Worth of SunGard Financing shall not be less than $74,000,000.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of the Sellers . Each Seller hereby represents and warrants to SunGard Financing, as to itself, severally and not jointly, as of the date hereof, and as of the date of each Purchase, that:

(a) Corporate Existence and Power . Such Seller (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 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 qualified 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 each Seller of each Transaction Document to which it is a party, and the consummation of the Transactions, is within such Seller’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of such Seller’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or require any payment to be made under (A) any Contractual Obligation to which such Seller is a party or affecting such Seller or the properties of such Seller or (B) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Seller or its property is subject; or (iii) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii)(A), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

(c) Governmental Authorization; Other Consents . No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Seller of this Agreement or any other Transaction Document, or for the consummation of the Transactions, (b) the grant by any Seller of the Liens granted by it pursuant to the Transaction Documents, (c) the perfection or maintenance of the Liens created under the Transaction Documents (including the priority thereof) or (d) the exercise by SunGard Financing of its rights or remedies under the Transaction Documents, except for (i) filings necessary to perfect the Liens granted by the Sellers in favor of SunGard Financing, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

(d) Binding Effect. This Agreement and each other Transaction Document has been duly executed and delivered by each Seller that is party thereto. This Agreement and

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each other Transaction Document constitutes, a legal, valid and binding obligation of such Seller, enforceable against each Seller that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

(e) Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Seller, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Seller or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(f) Accuracy of Information . All information heretofore furnished by any Seller or any of their Affiliates to SunGard Financing 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 such Seller or any of their Affiliates to SunGard Financing will be, true and accurate in every material respect on the date such information is stated or certified.

(g) Good Title . At the time each Receivable of such Seller came into existence, such Seller was the legal and beneficial owner of each such Receivables and Seller Related Security with respect thereto, free and clear of any Lien, except as created by the Transaction Documents.

(h) Perfection . This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase, transfer to SunGard Financing (and SunGard Financing shall acquire from the Seller) a valid and perfected first priority ownership interest in each Receivable that is the subject of such Purchase, together with the Seller Related Security and Collections with respect thereto, free and clear of any Lien, except as created by the Transaction 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 SunGard Financing’s ownership interest in the Receivables, the Seller Related Security and the Collections.

(i) 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 such Seller are correctly set forth Schedule A .

(j) 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 B .

(k) Names . Within the last five years, such Seller has not used any corporate names, trade names or assumed names other than that on the signature page of this Agreement, except as disclosed in the Perfection Certificate referred to in the Senior Credit Agreement.

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(l) Investment and Holding Company Status . Such Seller 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) Compliance with SunGard Financial Policy . Such Seller has complied in all material respects with the SunGard Financial Policy with regard to each Receivable and the related Contract, and has not made any change to such SunGard Financial Policy, a copy of which is attached as Exhibit E hereto, except (i) those changes approved with the prior written consent of the Controlling Party, or (ii) such material changes as to which the Controlling Party has been notified in accordance with Section 5.1(a)(iii) of the Credit Agreement. Such Seller will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the SunGard Financial Policy.

(n) Equivalent Value; Good Faith Transfers . The amount of consideration being received by each of the Sellers upon the sale of the Receivables and the Seller Related Security to SunGard Financing constitutes reasonably equivalent value and fair consideration for the Receivables and the Seller Related Security. The transfers of Receivables by such Seller to SunGard Financing pursuant to this Agreement, and all other transactions between such Seller and SunGard Financing, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of such Seller.

(o) Enforceability of Contracts . Each Contract with respect to each Receivable is effective to create, and has created, a valid and legally binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(p) Eligible Receivables . Each Receivable sold by such Seller hereunder an