Common use of Additional Guarantors and Grantors Clause in Contracts

Additional Guarantors and Grantors. Subject to any applicable limitations set forth in the Security Documents, the Borrower will cause each direct or indirect Domestic Subsidiary (excluding any Excluded Subsidiary) formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 days from the date of such formation, acquisition or cessation, as applicable (or such longer period as the Administrative Agent may agree in its reasonable discretion), and Borrower may at its option cause any Subsidiary to, execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Collateral Agent). Notwithstanding anything in any Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documents.

Additional Guarantors and Grantors. (a) Subject to any applicable limitations set forth herein or in the Guarantee Agreement and the Security DocumentsPledge Agreement, as applicable, the Borrower Credit Parties will within thirty (30) days after the formation or acquisition thereof (or such longer period as may be agreed to in writing by the Collateral Agent and the Administrative Agent) cause each direct or indirect Domestic any Subsidiary (excluding any other than (x) an Excluded SubsidiarySubsidiary or (y) a merger subsidiary formed in connection with a merger or acquisition, including a Permitted Acquisition, so long as such merger subsidiary is merged out of existence pursuant to and upon the consummation of such transaction) formed or otherwise purchased or acquired after the Original Closing Date Date, or which becomes a Subsidiary (other than (x) an Excluded Subsidiary or (y) a merger subsidiary formed in connection with a merger or acquisition, including pursuant to a Permitted Acquisition) , so long as such merger subsidiary is merged out of existence pursuant to and each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 days from upon the date consummation of such formation, acquisition or cessation, as applicable (or such longer period as transaction) after the Administrative Agent may agree in its reasonable discretion), and Borrower may at its option cause any Subsidiary to, Closing Date to execute a (x) supplement to each of the Guarantee, the Pledge Agreement and the Security Guarantee Agreement in order the form of Annex I to become a Guarantor under the Guarantee and Agreement or a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Document substantially consistent with the analogous existing Security Documents and otherwise guarantee in form and substance reasonably satisfactory to such the Collateral Agent and take all other action reasonably requested by the Collateral Agent Administrative Agent, and (y) supplement to grant a perfected security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, Security Pledge Agreement in the case form of Annex I to the Security Pledge Agreement, or a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction agreement in form and substance reasonably satisfactory to the Collateral Agent). Notwithstanding anything . (b) The Borrower may from time to time (subject, in the case of any Credit Document Foreign Subsidiary to the contrary, as consent of the 2014 July Repricing Effective Date: Collateral Agent and the Administrative Agent), add any Subsidiary as a Guarantor by (i) FDR Limited, Money Network Financial, LLC causing such Subsidiary to enter into the Guarantee Agreement and TeleCheck Services, Inc. are each released applicable Security Documents and taking such other actions and delivering such other documentation and instruments as Guarantors under is reasonably satisfactory to the Credit Documents, Collateral Agent and the Administrative Agent and (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes delivering such proof of any requirement relating corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies Section 6.01 or as the Administrative Agent otherwise prior or the Collateral Agent shall have reasonably requested. (c) Subject to any applicable limitations set forth herein or in the time such release would applyGuarantee Agreement and the Security Pledge Agreement, as applicable, if any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor Subsidiary ceases to be a wholly-owned Domestic an Excluded Subsidiary of after the Closing Date, the Credit Parties will, within thirty (30) days after the next following date on which the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased is required to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made deliver a Compliance Certificate pursuant to Section 10.5 9.01(e) (other than clause (g)(i)(c) thereto) with respect or such longer period as may be agreed to in writing by the Collateral Agent and the Administrative Agent), cause such Subsidiary to execute a (as such Subsidiary exists after ceasing x) supplement to be the Guarantee Agreement in the form of Annex I to the Guarantee Agreement or a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood guarantee in form and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of substance reasonably satisfactory to the Collateral under Agent and the Administrative Agent, and (y) supplement to the Security DocumentsPledge Agreement in the form of Annex I to the Security Pledge Agreement, or a security agreement in form and substance reasonably satisfactory to Collateral Agent.

Additional Guarantors and Grantors. Subject to any applicable limitations set forth in the Security Documentsthis Agreement, the CGI Borrower will cause each direct or indirect Domestic Subsidiary (excluding other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) ), and each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary toSubsidiary, within 30 60 days from the date of such formation, acquisition or cessation, as applicable (or or, in each case, such longer period as the Administrative Agent may agree in its reasonable discretion), and CGI Borrower may at its option cause any Subsidiary toSubsidiary, to execute a supplement to each of the Guarantee, the Pledge Agreement Guarantee and the applicable Security Agreement Documents in order to become a Guarantor under the applicable Guarantee and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Administrative Agent, enter into a new Guarantee or Security Document substantially consistent with the analogous existing Guarantees or Security Documents and or otherwise in form and substance reasonably satisfactory to such Collateral the Administrative Agent and take all other action reasonably requested by the Collateral Administrative Agent to grant a perfected (with respect to Collateral consisting of Intellectual Property, if and to the extent required under the Security Documents of existing Credit Parties in the applicable jurisdiction) security interest in in, and Lien on, its assets to substantially the same extent as required to be created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Collateral Agent)Date. Notwithstanding anything in any Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for For the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic doubt, no Credit Party or any Subsidiary of CGI Borrower shall be required to take any action outside Canada, the Borrower United States, Switzerland and the value United Kingdom, and any other jurisdiction in which the owner of Collateral that will be included in the Borrowing Base is located and in the jurisdiction in which such Guarantor at such time (when aggregated with Collateral included in the value (at Borrowing Base is located, to grant, maintain or perfect any security interest in the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security DocumentsCollateral.

Additional Guarantors and Grantors. Subject In each case subject to any applicable limitations set forth in the Security Credit Documents, the Borrower will shall cause each (x) direct or indirect Domestic Subsidiary (excluding other than, in each case, any Excluded Subsidiary) of the Borrower formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and each (y) other Domestic Subsidiary which would otherwise be required to provide a Guarantee but for its classification as an Excluded Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 sixty (60) days from the date of such the applicable formation, acquisition or cessation, as applicable (or such longer period later date as the Administrative Agent may agree determine in its reasonable discretion), and the Borrower may at its option cause any Subsidiary to, execute a supplement to each of the Guarantee, the applicable Pledge Agreement and the applicable Security Agreement in order to become a Guarantor under the applicable Guarantee and a grantor under such Security Documents Documents, respectively, or, to the extent reasonably requested by the Collateral Agent, enter into a an appropriate new Guarantee and appropriate new Security Document substantially consistent with the analogous existing Guarantee or Security Documents and or otherwise in form and substance reasonably satisfactory to such Borrower and Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected (with respect to Collateral consisting of Intellectual Property, if and to the extent required under the Security Documents of existing Credit Parties in the applicable jurisdiction) security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form only if and substance reasonably satisfactory to the Collateral Agent)extent required under, and in accordance with, the Security Documents. Notwithstanding anything to the contrary herein or in any other Credit Document to the contraryDocument, as of the 2014 July Repricing Effective Dateit is understood and agreed that: (i) FDR Limitedno Credit Party or any Subsidiary shall be required to take any action outside the United States, Money Network FinancialCanada or the United Kingdom to guarantee the Obligations or grant, LLC maintain or perfect any security interest in the Collateral (including the execution of any agreement, document or other instrument governed by the law of any jurisdiction other than the United States, Canada, any State or province thereof or the District of Columbia, or the United Kingdom); and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited no environmental reports shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease required to be a Guarantor delivered hereunder or under the any other Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documents.

Additional Guarantors and Grantors. Subject to any applicable limitations set forth in the Security Documents, (x) the Borrower will cause each direct or indirect Domestic Subsidiary (excluding other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and the Borrower will cause each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary toand (y) subject to Section 9.14 in the case of the Delaware Intermediate Holdcos, Holdings will cause each direct or indirect Subsidiary (other than the Borrower and its Subsidiaries) formed or otherwise purchased or acquired after the Closing Date that directly or indirectly through a Subsidiary own or holds any Capital Stock or Stock Equivalents of the Borrower or that is a Delaware Intermediate Holdco that is required to Guarantee the Obligations pursuant to Section 9.14, in each case, within 30 60 days from the date of such formation, acquisition or cessationcessation (or, in the case of the Delaware Intermediate Holdcos, the period set forth in Section 9.14), as applicable (or such longer period as the Administrative Agent may agree in its reasonable discretion), and the Borrower may at its option cause any Subsidiary toother Subsidiary, to execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such the Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected security interest in its assets to substantially the same extent as created and perfected by the Borrower and the Subsidiary Credit Parties on the Original Closing Date (including, without limitation, or in the case of a Foreign Subsidiary causing such Foreign Subsidiary clause (y) above, to execute guarantees substantially the same extent as created and security agreements compatible with perfected by Holdings and the laws Texas Intermediate Holdcos) on the Closing Date and pursuant to Section 9.14(d) in the case of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Collateral Agent)Credit Parties. Notwithstanding anything in any Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for For the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be doubt, no Credit Party or any Restricted Subsidiary that is a wholly-owned Domestic Subsidiary shall be required to take any action outside the United States to perfect any security interest in the Collateral (including the execution of any agreement, document or other instrument governed by the Borrower and the value law of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (any jurisdiction other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor)the United States, it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees any State thereof or the release District of all or substantially all of the Collateral under the Security DocumentsColumbia).

Additional Guarantors and Grantors. Subject Within thirty (30) calendar days after (a) the acquisition or creation of any Subsidiary (other than an Immaterial Subsidiary) or (b) any Subsidiary ceasing to be an Immaterial Subsidiary, in each case, cause to be delivered to Administrative Agent each of the following, as applicable, in each case reasonably acceptable to Administrative Agent and, as applicable, duly executed by the parties thereto: (i) a joinder agreement with respect to this Agreement, together with other Credit Documents reasonably requested by Administrative Agent, including all Security Documents and other documents reasonably requested by Administrative Agent to establish and preserve the Lien of Collateral Agent in all Collateral of such Subsidiary, subject to any applicable limitations on Collateral set forth in the Security DocumentsAgreement; (ii) UCC and PPSA, as applicable, financing statements, Documents (as defined in the Borrower UCC), ‘documents of title’ (as defined in the PPSA) and original collateral (including pledged Capital Stock, other securities and Instruments (as defined in the UCC and PPSA, as applicable)) and such other documents and agreements as may be reasonably requested by Administrative Agent, all as necessary or desirable to establish and maintain a valid, perfected Lien in all Collateral in which such Subsidiary has an interest consistent with the terms of the Credit Documents executed on the Signing Date or the Restatement Date (and subject to any limitations on Collateral set forth therein); (iii) if reasonably requested by the Administrative Agent, an opinion of counsel to such Subsidiary addressed to Administrative Agent and the Lenders, in form and substance reasonably consistent with the opinion letters delivered by counsel for the Borrowers and Entity Guarantors on the Restatement Date; provided, that, to the extent U.S. Federal Cannabis Laws change following the Restatement Date in a manner allowing for the issuance of a legal opinion in customary form for a non-cannabis company, such opinion letter shall be in such customary form and otherwise acceptable to the Administrative Agent; (iv) current copies of the Organization Documents of such Subsidiary, resolutions of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 8.10, all certified by an appropriate officer as Administrative Agent may elect. For the avoidance of doubt: (x) no Immaterial Subsidiary shall be required to guarantee or pledge its assets for any obligations of a Credit Party for so long as such Subsidiary constitutes an Immaterial Subsidiary; provided, that no Immaterial Subsidiary shall be permitted to (i) borrow, guaranty or otherwise provide security for, or have a payment obligation under, any Indebtedness; (ii) hold Capital Stock in a Subsidiary unless such Subsidiary is also an Immaterial Subsidiary; nor (ii) own a fee interest in any real property; and (y) no Subsidiary that is, or has at any time been, a Credit Party may be an Immaterial Subsidiary. The Credit Parties will cause promptly pledge to Collateral Agent, for the benefit of the Secured Parties, (i) all the Capital Stock of each direct or indirect Domestic Subsidiary (excluding any other than Excluded SubsidiaryProperty) formed or otherwise purchased or acquired after the Original Closing Restatement Date (including pursuant to and directly held by a Permitted Acquisition) Credit Party; and each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 days from the date of such formation, acquisition or cessation, as applicable (or such longer period as the Administrative Agent may agree in its reasonable discretion), and Borrower may at its option cause any Subsidiary to, execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Collateral Agent). Notwithstanding anything in any Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited any promissory notes executed after the Restatement Date evidencing Indebtedness owing to any Credit Party in an amount of $250,000 or more for any one promissory note or $500,000 in the aggregate for all such promissory notes. The Credit Parties shall be deemed a Foreign Subsidiary for purposes of any requirement relating use commercially-reasonable efforts to cause the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior Individual Guarantors to the time such release would applypromptly pledge, any Guarantor shall be automatically cease or cause to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and pledged, to Collateral Agent for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary benefit of the Borrower and the value Secured Parties, all Capital Stock of each Opco owned by such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Individual Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documents.

Additional Guarantors and Grantors. Subject (a) In each case subject to any applicable limitations set forth in the Security Credit Documents, the Borrower will shall cause each (x) direct or indirect Domestic Wholly-Owned Restricted Subsidiary (excluding other than, in each case, any Excluded Subsidiary) of the Borrower formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition), (y) and each other Restricted Subsidiary that is a Domestic Subsidiary of the Borrower which would otherwise be required to provide a Guarantee but for its classification as an Excluded Subsidiary that ceases to constitute an Excluded Subsidiary to(including as a result of a designation pursuant to the definition of “Guarantor”) and (z) any other Subsidiary of the Borrower that is designated as an Additional Borrower or a Guarantor in accordance with the applicable provisions of this Agreement, within 30 ninety (90) days from the date of such the applicable formation, acquisition or cessationcessation (which (I) in the case of any Excluded Subsidiary that ceases to constitute an Excluded Subsidiary (other than as a result of any designation described under clause (z) above), shall commence on the date of delivery of the certificate required by Section 9.1(d) and (II) with respect to any Subsidiary designated as an Additional Borrower or Guarantor as described in clause (z) above, shall commence at the time of such designation), as applicable (or such longer period later date as the Administrative Agent may agree determine in its reasonable discretion), and Borrower the Borrower, in accordance with the applicable provision of the Credit Documents, may at its option cause any Subsidiary toof the Borrower, to execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents Documents, respectively, or, to the extent reasonably requested by the Collateral Agent, enter into a an appropriate new guarantee and appropriate new Security Document Documents substantially consistent with the analogous existing Guarantee and Security Documents and or otherwise in form and substance reasonably satisfactory to such Borrower and Collateral Agent (it being understood and agreed that (x) no such guarantee shall be required to be governed by the laws of any non-U.S. jurisdiction and (y) the scope of collateral provided by any Foreign Subsidiary shall be consistent with the prevailing market practice in such jurisdiction, as reasonably determined by the Borrower and the Administrative Agent) and take all other action reasonably requested by the Collateral Agent to grant a perfected (with respect to Collateral consisting of Intellectual Property, if and to the extent required under the Security Agreement or any other applicable Security Document) security interest in its assets constituting Collateral to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary other than with respect to execute guarantees and security agreements compatible with the laws of such any Foreign Subsidiary’s jurisdiction in form ) and substance reasonably satisfactory only if and to the Collateral Agent). extent required under, and in accordance with, the Security Documents. (b) Notwithstanding anything to the contrary herein or in any other Credit Document to the contrary, as of the 2014 July Repricing Effective Date: it is understood and agreed that: (i) FDR Limitedsubject to the Excluded Subsidiary Joinder Exception, Money Network Financialno Credit Party or any Subsidiary (other than any Foreign Subsidiary that becomes an Additional Borrower pursuant to Section 2.17) shall be required to take any action outside the United States to grant, LLC and TeleCheck Servicesmaintain or perfect (including with respect to any Intellectual Property registered outside the United States) any security interest in the Collateral (including the execution of any agreement, Inc. are each released as Guarantors under document or other instrument governed by the Credit Documentslaw of any jurisdiction other than the United States, any State thereof or the District of Columbia); (ii) FDR Limited there shall be deemed a Foreign Subsidiary for purposes no Guarantees governed under the laws of any requirement relating non-U.S. jurisdiction and the Guarantees will be limited, where appropriate or necessary pursuant to the pledge laws of Equity Interests in FDR Limited the jurisdiction of incorporation or organization of the relevant Guarantors, as to their scope and the amount that can be recovered from such Guarantors; (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor no environmental reports shall be automatically cease required to be a Guarantor delivered hereunder or under the any other Credit Documents and in such capacity will Document; (iv) no control agreements or perfection by “control” with respect to any Collateral shall be automatically released from the Guarantees required (and including control agreements related to deposit accounts, securities accounts, commodities accounts or pledges of uncertificated securities) (for the avoidance of doubt each doubt, other Security Document) than the delivery of possessory Collateral required pursuant to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time Security Documents); (when aggregated with the value (at the time of releasev) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii))no landlord waivers, does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (collateral access agreements, bailee waivers or other than clause (g)(i)(c) thereto) similar agreements with respect to such Subsidiary the Collateral shall be required hereunder or under any other Credit Document; (as such Subsidiary exists after ceasing vi) no notice to be a Guarantor), it being understood such usage shall reduce obtain the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release consent of all or substantially all of the Guarantors any Governmental Authority under the Guarantees Federal Assignment of Claims Act (or the release of all any state equivalent thereof) shall be required; and (vii) there shall be no requirement to enter into any source code escrow arrangement (or substantially all of the Collateral under the Security Documentsany obligation to register Intellectual Property).

Additional Guarantors and Grantors. Subject (a) Except as otherwise provided in Section 10.1(w) and subject to any applicable limitations set forth in the Security Documents, the Parent Borrower will cause each its direct or indirect Domestic Subsidiary Subsidiaries (excluding any other than Excluded Subsidiary) Subsidiaries), whether existing as of the Restatement Effective Date or formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and each other Domestic Subsidiary that ceases Restatement Effective Date, no later than 45 days after so formed, purchased, acquired, or ceasing to constitute an Excluded Subsidiary to, within 30 days from the date of such formation, acquisition or cessation, as applicable (or such longer period as the Administrative Agent may agree in its reasonable discretion), and Borrower may at its option cause any Subsidiary to, to (i) execute a supplement to each of the U.S. Obligations Guarantee, the U.S. Obligations Pledge Agreement and the U.S. Obligations Security Agreement in order Agreement, (ii) on and after the Foreign Obligations Effective Date and only so long as there are Loans outstanding to become the Foreign Subsidiary Borrower, or other Foreign Obligations outstanding, or the Foreign Subsidiary Borrower has the right to borrow under this Agreement, execute a Guarantor under supplement to the Guarantee Foreign Obligations Guarantees and a grantor under such each of the applicable Foreign Obligations Security Documents or, Agreements or (iii) to the extent reasonably requested by the Administrative Agent or the Collateral Agent, enter into a new Guarantee and/or Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such Administrative Agent or Collateral Agent and take all other action reasonably requested by the Collateral Agent to guarantee Obligations and grant a perfected security interest in its assets to substantially the same extent as created by the U.S. Credit Parties on the Original Closing Restatement Effective Date (includingincluding actions required pursuant to Section 9.14(e)). Notwithstanding the foregoing, without limitation(i) no U.S. Title IV Subsidiary will be required to execute Guarantees if and to the extent such U.S. Title IV Subsidiary is excluded from such requirement by clause (g) of the definition of “Excluded Subsidiary”, and (ii) that portion of the assets of any U.S. Title IV Subsidiary that is excluded by clause (g) of the definition of “Excluded Subsidiary” from the requirement to be subject to Liens shall be excluded from the Collateral. (b) Except as otherwise provided in Section 10.1(w) and subject to any applicable limitation set forth in the case Secured Documents, each Borrower will cause each of its respective direct or indirect Non-Domestic Subsidiaries (other than Excluded Non-Domestic Subsidiaries) that is the holding company in a country for other Subsidiaries of such Borrower formed in such country, no later than 45 days after so formed, purchased, acquired, or ceasing to constitute an Excluded Non-Domestic Subsidiary (or such longer period as the Administrative Agent may agree in its reasonable discretion), to (i) on and after the Foreign Obligations Effective Date and only so long as there are Loans outstanding to the Foreign Subsidiary causing such Borrower, or other Foreign Obligations outstanding, or the Foreign Subsidiary Borrower has the right to borrow under this Agreement, execute guarantees a supplement to the Foreign Obligations Guarantees and security agreements compatible each of the applicable Foreign Obligations Security Agreements or (ii) to the extent reasonably requested by the Administrative Agent or the Collateral Agent, enter into a new Guarantee and/or Security Document substantially consistent with the laws of such Foreign Subsidiary’s jurisdiction analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such Administrative Agent or Collateral Agent and take all other action reasonably requested by the Collateral AgentAgent to guarantee Obligations and grant a perfected security interest in its assets to substantially the same extent as created by the Foreign Obligations Credit Parties on the Foreign Obligations Effective Date (including actions required pursuant to Section 9.14). Notwithstanding anything in any Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, ; provided that this clause (ii) FDR Limited shall be deemed a apply to Non-Domestic Subsidiaries only on and after the Foreign Obligations Effective Date and only so long as there are Loans outstanding to the Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would applyBorrower, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each or other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii))Foreign Obligations outstanding, does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of Foreign Subsidiary Borrower has the Collateral right to borrow under the Security Documentsthis Agreement.

Additional Guarantors and Grantors. Subject to any applicable limitations set forth in the Security Documents, the Borrower will cause each direct or indirect Domestic Subsidiary (excluding any Excluded Subsidiary) formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 days from the date of such formation, acquisition or cessation, as applicable (or such longer period as the Administrative Agent may agree in its reasonable discretion), and Borrower may at its option cause any Subsidiary to, execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Collateral Agent). Notwithstanding anything in any Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documents.and

Additional Guarantors and Grantors. Subject In each case subject to any applicable limitations set forth in the Security Credit Documents, the Borrower will shall cause each (x) direct or indirect Domestic Subsidiary (excluding other than, in each case, any Excluded Subsidiary) of the Borrower formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and each (y) other Domestic Subsidiary which would otherwise be required to provide a Guarantee but for its classification as an Excluded Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 sixty (60) days from the date of such the applicable formation, acquisition or cessationcessation (which in the case of any Excluded Subsidiary shall commence on the date of delivery of the certificate required by Section 9.1(d)), as applicable (or such longer period later date as the Administrative Agent may agree determine in its reasonable discretion), and the Borrower may at its option cause any Subsidiary to, execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents Documents, respectively, or, to the extent reasonably requested by the Collateral Agent, enter into a an appropriate new guarantee and appropriate new Security Document Documents substantially consistent with the analogous existing Guarantee and Security Documents and or otherwise in form and substance reasonably satisfactory to such Borrower and Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected (with respect to Collateral consisting of Intellectual Property, if and to the extent required under the Security Agreement) security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form only if and substance reasonably satisfactory to the Collateral Agent)extent required under, and in accordance with, the Security Documents. Notwithstanding anything to the contrary herein or in any other Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that: (i) no Credit Party or any Subsidiary (other than a Foreign Subsidiary that this paragraph does not authorize becomes Guarantor pursuant to the release definition of all “Guarantor”) shall be required to take any action outside the United States to guarantee the Obligations or substantially all grant, maintain or perfect any security interest in the Collateral (including the execution of any agreement, document or other instrument governed by the Guarantors law of any jurisdiction other than the United States, any State thereof or the District of Columbia); (ii) no environmental reports shall be required to be delivered hereunder or under any other Credit Document; (iii) other than with respect to Equity Interests and other securities, no control agreements or perfection by “control” with respect to any Collateral shall be required (including control agreements related to deposit accounts and securities accounts); (iv) no landlord waivers, collateral access agreements, bailee waivers or other similar agreements with respect to the Collateral shall be required hereunder or under any other Credit Document; (v) no Credit Party or any Subsidiary shall be required to provide any notice or obtain the consent of governmental authorities under the Guarantees Federal Assignment of Claims Act (or the release of all state equivalent thereof); and (vi) no Credit Party or substantially all of the Collateral under the Security Documentsany Subsidiary shall be required to enter into any source code escrow arrangement or be obligated to register Intellectual Property.

Additional Guarantors and Grantors. Subject to any applicable limitations set forth in the Security Documents, (x) the Borrower will cause each direct or indirect Domestic Subsidiary (excluding other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and the Borrower will cause each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary toand (y) subject to Section 9.14, Holdings will cause each direct or indirect Subsidiary (other than the Borrower and its Subsidiaries) formed or otherwise purchased or acquired after the Closing Date that directly or indirectly through a Subsidiary own or holds any Capital Stock or Stock Equivalents of the Borrower that is required to Guarantee the Obligations pursuant to Section 9.14, in each case, within 30 60 days from the date of such formation, acquisition or cessation, as applicable (or such longer period as and the Administrative Agent may agree in its reasonable discretion), and Borrower may at its option cause any Subsidiary toother Subsidiary, to execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such the Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected security interest in its assets to substantially the same extent as created and perfected by the Borrower and the Subsidiary Credit Parties on the Original Closing Date (including, without limitation, or in the case of a Foreign Subsidiary causing such Foreign Subsidiary clause (y) above, to execute guarantees substantially the same extent as created and security agreements compatible with perfected by Holdings and the laws Texas Intermediate Holdcos) on the Closing Date and pursuant to Section 9.14(d) in the case of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Collateral Agent)Credit Parties. Notwithstanding anything in any Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for For the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be doubt, no Credit Party or any Restricted Subsidiary that is a wholly-owned Domestic Subsidiary shall be required to take any action outside the United States to perfect any security interest in the Collateral (including the execution of any agreement, document or other instrument governed by the Borrower and the value law of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (any jurisdiction other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor)the United States, it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees any State thereof or the release District of all or substantially all of the Collateral under the Security DocumentsColumbia).

Additional Guarantors and Grantors. Subject to any applicable limitations set forth in the Security DocumentsDocuments and the terms, provisions and conditions of the Borrower Intercreditor Agreement, Holdings will cause each direct or indirect Domestic Subsidiary (excluding other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) ), and each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary toSubsidiary, within 30 60 days from the date of such formation, acquisition or cessation, as applicable (or such longer period as the Administrative Agent may agree in its reasonable discretion), and Borrower Holdings may at its option cause any Subsidiary toSubsidiary, to execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date Date. For the avoidance of doubt, (including, without limitation, i) no Credit Party (other than Holdings) or any Domestic Restricted Subsidiary shall be required to take any action outside the United States to perfect any security interest in the case Collateral (including the execution of any agreement, document or other instrument governed by the law of any jurisdiction other than the United States, any State thereof or the District of Columbia) and (ii) the Credit Documents executed by Holdings to create and perfect a Foreign Subsidiary causing security interest in such Foreign Subsidiary Person’s assets shall be limited to execute guarantees and security agreements compatible with customary documentation governed by the laws of such Foreign Subsidiary’s jurisdiction in form England and substance reasonably satisfactory to the Collateral Agent). Notwithstanding anything in any Credit Document to the contraryWales, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited which shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests consistent in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated all respect with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documentsterms herein.

Additional Guarantors and Grantors. Subject to any applicable limitations Except as set forth in the Security DocumentsSection 10.1(A)(i) or (A)(j), the Borrower will cause (i) each direct or indirect Domestic Subsidiary (excluding other than any Excluded Unrestricted Subsidiary) formed or otherwise purchased or acquired after the Original Closing Signing Date (including pursuant unless, with respect to any such Subsidiary acquired in a Permitted Acquisition) and each other Domestic Subsidiary Acquisition that ceases is subject to constitute an Excluded Subsidiary toone or more agreements governing Permitted Acquisition Debt, within 30 days from which agreements prohibit the date of such formation, acquisition or cessation, as applicable (or such longer period as the Administrative Agent may agree in its reasonable discretion), and Borrower may at its option cause any Subsidiary to, execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case granting of a Foreign guarantee by such Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Collateral Agent). Notwithstanding anything in any Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to contemplated by this clause (iii)i), does not exceed (a) 10% of Consolidated EBITDA as of in which case the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to guarantee otherwise required by this Section 10.5 (other than clause (g)(i)(c) thereto9.11(i) with respect to such Subsidiary shall not be required until such prohibitions cease to be applicable), (as ii) each Subsidiary (other than any Unrestricted Subsidiary) that is not a Material Subsidiary on the Signing Date but subsequently becomes a Material Subsidiary, (iii) each inactive Subsidiary (unless such Subsidiary exists after ceasing is designated an Unrestricted Subsidiary in accordance with terms of this Agreement) which acquires any material assets or is otherwise no longer deemed inactive, and (iv) each Subsidiary that becomes a Debtor under the Cases, in each case to execute a Joinder Agreement and a supplement to the Security Agreement; provided, however, that no Foreign Subsidiary shall be required to take such actions if, and to the extent that, based upon written advice of local counsel reasonably satisfactory to the Required Backstop Parties, the Borrower and/or such Foreign Subsidiary concludes that the taking of such actions would either (i) violate the laws of the jurisdiction in which such Foreign Subsidiary is organized or (ii) the cost, burden, difficulty or consequence of taking such actions (taking into account any adverse tax consequences to the Borrower and its Affiliates (including the imposition of withholding or other material taxes)), outweighs the benefits to be obtained by the Lenders therefrom; provided further, that if steps (for example, limiting the amount guaranteed) can be taken so that such violation, cost, burden, difficulty or consequence would not exist, then, if requested by the Required Backstop Parties, the respective Foreign Subsidiary shall enter into a Guarantor)modified Guarantee and/or modified Security Documents that provide, it being understood such usage shall reduce to the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all maximum extent permissible under applicable law, as many of the Guarantors under benefits as possible as are provided pursuant to the Guarantees or the release of all or substantially all of the Collateral under Guarantee and the Security DocumentsDocuments executed and delivered on the Closing Date and taking into account such cost, burden, difficulty or consequence.

Additional Guarantors and Grantors. (a) Subject to any applicable limitations set forth herein or in the Guarantee Agreement and the Security DocumentsPledge Agreement, as applicable, the Borrower Credit Parties will within thirty (30) days after the formation or acquisition thereof (or such longer period as may be agreed to in writing by the Collateral Agent and the Administrative Agent) cause each direct or indirect Domestic any Subsidiary (excluding any other than (x) an Excluded SubsidiarySubsidiary or (y) a merger subsidiary formed in connection with a merger or acquisition, including a Permitted Acquisition, so long as such merger subsidiary is merged out of existence pursuant to and upon the consummation of such transaction) formed or otherwise purchased or acquired after the Original Closing Date Date, or which becomes a Subsidiary (other than (x) an Excluded Subsidiary or (y) a merger subsidiary formed in connection with a merger or acquisition, including pursuant to a Permitted Acquisition) , so long as such merger subsidiary is merged out of existence pursuant to and each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 days from upon the date consummation of such formation, acquisition or cessation, as applicable (or such longer period as transaction) after the Administrative Agent may agree in its reasonable discretion), and Borrower may at its option cause any Subsidiary to, Closing Date to execute a (x) supplement to each of the Guarantee, the Pledge Agreement and the Security Guarantee Agreement in order the form of Annex I to become a Guarantor under the Guarantee and Agreement or a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Document substantially consistent with the analogous existing Security Documents and otherwise guarantee in form and substance reasonably satisfactory to such the Collateral Agent and take all other action reasonably requested by the Collateral Agent Administrative Agent, and (y) supplement to grant a perfected security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, Security Pledge Agreement in the case form of Annex I to the Security Pledge Agreement, or a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction agreement in form and substance reasonably satisfactory to the Collateral Agent. If, at any time after a guarantee has been provided pursuant to this Section 9.09(a). Notwithstanding anything in , adverse tax consequences (that are not de minimis) would result to any Credit Document Party or its Subsidiaries if such guarantee were to continue, as reasonably determined by Borrower in good faith in consultation with the Collateral Agent and the Administrative Agent, the Collateral Agent and Administrative Agent will release the applicable Subsidiary from such guarantee; provided, however, that no such Subsidiary shall be released without the prior consent of Collateral Agent and the Administrative Agent, which shall not be unreasonably withheld, conditioned or delayed. (b) The Borrower may from time to time (subject, in the case of any Foreign Subsidiary to the contrary, as consent of the 2014 July Repricing Effective Date: Collateral Agent and the Administrative Agent), add any Subsidiary as a Guarantor by (i) FDR Limited, Money Network Financial, LLC causing such Subsidiary to enter into the Guarantee Agreement and TeleCheck Services, Inc. are each released applicable Security Documents and taking such other actions and delivering such other documentation and instruments as Guarantors under is reasonably satisfactory to the Credit Documents, Collateral Agent and the Administrative Agent and (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes delivering such proof of any requirement relating corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel (only if requested by Administrative Agent) and other documents as is consistent with those delivered pursuant to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies Section 6.01 or as the Administrative Agent otherwise prior or the Collateral Agent shall have reasonably requested; provided however, any such Subsidiary shall not guarantee the Obligations if provision of such guaranty would constitute an investment in “United States property” by a CFC that would reasonably be expected to result in material adverse tax consequences to the time such release would applyBorrower or its direct or indirect owners as reasonably determined by Borrower in good faith in consultation with the Collateral Agent and the Administrative Agent. (c) Subject to any applicable limitations set forth herein or in the Guarantee Agreement and the Security Pledge Agreement, as applicable, if any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor Subsidiary ceases to be a wholly-owned Domestic an Excluded Subsidiary of after the Closing Date, the Credit Parties will, within sixty (60) days after the next following date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d) (or such longer period as may be agreed to in writing by the Collateral Agent and the value Administrative Agent), cause such Subsidiary to execute a (x) supplement to the Guarantee Agreement in the form of such Guarantor Annex I to the Guarantee Agreement or a guarantee in form and substance reasonably satisfactory to the Collateral Agent and the Administrative Agent, and (y) supplement to the Security Pledge Agreement in the form of Annex I to the Security Pledge Agreement, or a security agreement in form and substance reasonably satisfactory to Collateral Agent. If, at such any time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors after a guarantee has been provided pursuant to this clause (iii)Section 9.09(c), does adverse tax consequences (that are not exceed (ade minimis) 10% of Consolidated EBITDA would result to the Borrower or its direct or indirect owners if such guarantee were to continue, as of reasonably determined by Borrower in good faith in consultation with the most recently ended Test Period plus (b) Collateral Agent and the amount of Investments Administrative Agent, the Collateral Agent and Administrative Agent will release the applicable Subsidiary from such guarantee; provided, however, that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to no such Subsidiary (as such Subsidiary exists after ceasing to shall be a Guarantor)released without the prior consent of Collateral Agent and the Administrative Agent, it being understood such usage which shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all be unreasonably withheld, conditioned or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documentsdelayed.

Additional Guarantors and Grantors. Subject (a) With respect to any applicable limitations set forth property or assets acquired after the Closing Date by any Borrower or any subsidiary thereof as to which the Lender does not have a perfected Lien, upon such acquisition (i) execute and deliver to the Lender such amendments to the Collateral Agreement or such other documents as the Lender reasonably deems necessary or advisable to grant to the Lender a Lien in such property or assets and (ii) take all actions necessary or advisable in the Security Documentsreasonable opinion of the Lender to grant to the Lender a perfected first (subject only to Liens permitted by Section 7.01 hereof that have priority in accordance with applicable law) priority security interest in such property or assets, including without limitation, the Borrower will cause each direct filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Collateral Agreement or indirect Domestic Subsidiary by law or as reasonably may be requested by the Lender. (excluding b) With respect to any Excluded Subsidiary) formed or otherwise purchased new subsidiary created or acquired after the Original Closing Date by any Borrower or any subsidiary thereof, upon such creation or acquisition (including pursuant i) execute and deliver to a Permitted Acquisition) and each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary tothe Lender such assumption, within 30 days from the date of such formation, acquisition or cessation, as applicable (or such longer period amendment and/or joinder agreements as the Administrative Agent may agree in its reasonable discretion), and Borrower may at its option Lender reasonably deems necessary or advisable to cause any Subsidiary to, execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order such subsidiary to become a Guarantor under the Guarantee this Agreement, (ii) execute and a grantor under such Security Documents or, deliver to the extent reasonably requested by Lender such amendments to the Collateral Agent, enter into a new Security Document substantially consistent with Agreement as the analogous existing Security Documents and otherwise in form and substance Lender reasonably satisfactory to such Collateral Agent and take all other action reasonably requested by the Collateral Agent deems necessary or advisable to grant to the Lender a perfected first priority security interest in its assets 100% of the Capital Stock of such new subsidiary, (ii) deliver to substantially the same extent Lender the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer or partner, as created the case may be, of the Borrower or such subsidiary, as the case may be, (iii) cause such new subsidiary (A) to become a party to the Collateral Agreement and (B) to take such actions necessary or advisable in the reasonable opinion of the Lender to grant to the Lender a perfected first (subject only to Liens permitted by Section 7.01 hereof that have priority in accordance with applicable law) priority security interest in the Credit Parties on Collateral described in the Original Closing Date (Collateral Agreement with respect to such new subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the case of a Foreign Subsidiary causing such Foreign Subsidiary Collateral Agreement or by law or as reasonably may be requested by the Lender and (iv) if requested by the Lender, deliver to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction Lender legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral Agent). Notwithstanding anything in any Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security DocumentsLender.

Additional Guarantors and Grantors. Subject to (a) If at any applicable limitations set forth in time the Security Documents, the U.S. Borrower will cause each direct elects that a Subsidiary become a U.S. Loan Party or indirect Domestic any Person becomes a Subsidiary (excluding any Excluded Subsidiary) formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and each other Domestic Subsidiary that ceases to constitute than an Excluded Subsidiary to, within 30 days from or Immaterial Subsidiary) of a U.S. Loan Party after the date hereof, then the U.S. Borrower will promptly (but in any event no later than 10 days after the occurrence of such formation, acquisition or cessation, as applicable (or such longer period as the event) notify Administrative Agent may agree in its reasonable discretion), and Borrower may at its option the U.S. Collateral Agents of that fact and cause any such Subsidiary to, (the “New Subsidiary”) to execute and deliver to Administrative Agent and the U.S. Collateral Agents a supplement in the form of Exhibit A hereto and comply with the following clause (b). (b) Promptly on request and at any time from time to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents ortime, to the extent reasonably requested by the Collateral Administrative Agent, enter into such New Subsidiary shall, and the U.S. Borrower shall cause such New Subsidiary to, take all such further actions and execute all such further documents and instruments that are necessary or, in the reasonable opinion of Administrative Agent or the U.S. Collateral Agents, as applicable, desirable to cause such relevant Subsidiary to become a new Security Document substantially consistent Grantor or Guarantor, as applicable, under this Agreement or evidence the binding nature of such obligations, including the delivery of the following together with any U.S. Loan Documents delivered pursuant to clause (a): (i) certified copies of the analogous existing Security Constituent Documents of such New Subsidiary, together with a good standing certificate (to the extent such concept is applicable in the relevant jurisdiction) from the Secretary of State or similar Governmental Authority of the jurisdiction of its incorporation, organization or formation and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes from the appropriate taxing authority of such jurisdiction, each to be dated a recent date prior to their delivery to Administrative Agent or the U.S. Collateral Agents, as applicable, (ii) a certificate executed by the secretary or similar officer of such New Subsidiary as to (A) the fact that the attached resolutions of the governing body of such New Subsidiary approving and otherwise authorizing the execution, delivery and performance of such U.S. Loan Documents are in full force and effect and have not been modified or amended and (B) the incumbency and signatures of the officers of such Subsidiary executing such U.S. Loan Documents, and (iii) a favorable opinion of counsel to such New Subsidiary, in form and substance reasonably satisfactory to Administrative Agent, the U.S. Collateral Agents and their counsel, as to (A) the due organization and good standing of such Collateral Agent New Subsidiary, (B) the due authorization, execution and take all other action reasonably requested delivery by such New Subsidiary of such U.S. Loan Documents, and (C) the Collateral Agent enforceability of such U.S. Loan Documents against such New Subsidiary. (c) Upon execution and delivery by such New Subsidiary of a supplement in the form of Exhibit A hereto and the completion of such items referred to grant in clause (b), such New Subsidiary shall become a perfected security interest in its assets to substantially Grantor or Guarantor, as applicable, hereunder with the same extent force and effect as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of if originally named as a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Collateral Agent). Notwithstanding anything in any Credit Document to the contraryGrantor or Guarantor, as of the 2014 July Repricing Effective Date: (i) FDR Limitedapplicable, Money Network Financial, LLC herein. The execution and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes delivery of any requirement relating to such instrument shall not require the pledge consent of Equity Interests any U.S. Loan Party hereunder. The rights and obligations of each U.S. Loan Party hereunder shall remain in FDR Limited full force and (iii) unless effect notwithstanding the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, addition of any new Grantor or Guarantor shall be automatically cease to be as a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant party to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security DocumentsAgreement.

Additional Guarantors and Grantors. Subject In each case subject to any applicable limitations set forth in the Security Credit Documents, the Borrower will shall cause each (x) direct or indirect Domestic Subsidiary (excluding other than, in each case, any Excluded Subsidiary) of the Borrower formed or otherwise purchased or acquired after the Original Closing ClosingFourth Amendment Effective Date (including pursuant to a Permitted Acquisition) and each (y) other Domestic Subsidiary which would otherwise be required to provide a Guarantee but for its classification as an Excluded Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 sixty (60) days from the date of such the applicable formation, acquisition or cessation, as applicable (or such longer period later date as the Administrative Agent may agree determine in its reasonable discretion), and the Borrower may at its option cause any Subsidiary to, execute a supplement to each of the Guarantee, the applicable Pledge Agreement and the applicable Security Agreement in order to become a Guarantor under the applicable Guarantee and a grantor under such Security Documents Documents, respectively, or, to the extent reasonably requested by the Collateral Agent, enter into a an appropriate new Guarantee and appropriate new Security Document substantially consistent with the analogous existing Guarantee or Security Documents and or otherwise in form and substance reasonably satisfactory to such Borrower and Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected (with respect to Collateral consisting of Intellectual Property, if and to the extent required under the Security Documents of existing Credit Parties in the applicable jurisdiction) security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form only if and substance reasonably satisfactory to the Collateral Agent)extent required under, and in accordance with, the Security Documents. Notwithstanding anything to the contrary herein or in any other Credit Document to the contraryDocument, as of the 2014 July Repricing Effective Dateit is understood and agreed that: (i) FDR Limitedno Credit Party or any Subsidiary shall be required to take any action outside the United States, Money Network FinancialCanada or the United Kingdom to guarantee the Obligations or grant, LLC maintain or perfect any security interest in the Collateral (including the execution of any agreement, document or other instrument governed by the law of any jurisdiction other than the United States, Canada, any State or province thereof or the District of Columbia, or the United Kingdom); and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited no environmental reports shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease required to be a Guarantor delivered hereunder or under the any other Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documents.

Additional Guarantors and Grantors. Subject In each case subject to any applicable limitations set forth in the Security Credit Documents, the Borrower will shall cause each (x) direct or indirect Domestic Subsidiary (excluding other than, in each case, any Excluded Subsidiary) of the Borrower formed or otherwise purchased or acquired after the Original Closing Fourth Amendment Effective Date (including pursuant to a Permitted Acquisition) and each (y) other Domestic Subsidiary which would otherwise be required to provide a Guarantee but for its classification as an Excluded Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 sixty (60) days from the date of such the applicable formation, acquisition or cessation, as applicable (or such longer period later date as the Administrative Agent may agree determine in its reasonable discretion), and the Borrower may at its option cause any Subsidiary to, execute a supplement to each of the Guarantee, the applicable Pledge Agreement and the applicable Security Agreement in order to become a Guarantor under the applicable Guarantee and a grantor under such Security Documents Documents, respectively, or, to the extent reasonably requested by the Collateral Agent, enter into a an appropriate new Guarantee and appropriate new Security Document substantially consistent with the analogous existing Guarantee or Security Documents and or otherwise in form and substance reasonably satisfactory to such the Borrower and the Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected (with respect to Collateral consisting of Intellectual Property, if and to the extent required under the Security Documents of existing Credit Parties in the applicable jurisdiction) security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form only if and substance reasonably satisfactory to the Collateral Agent)extent required under, and in accordance with, the Security Documents. Notwithstanding anything to the contrary herein or in any other Credit Document to the contraryDocument, as of the 2014 July Repricing Effective Dateit is understood and agreed that: (i) FDR Limitedno Credit Party or any Subsidiary shall be required to take any action outside the United States, Money Network FinancialCanada or the United Kingdom to guarantee the Obligations or grant, LLC maintain or perfect any security interest in the Collateral (including the execution of any agreement, document or other instrument governed by the law of any jurisdiction other than the United States, Canada, any State or province thereof or the District of Columbia, or the United Kingdom); and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited no environmental reports shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease required to be a Guarantor delivered hereunder or under the any other Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documents.

Additional Guarantors and Grantors. Subject In each case subject to any applicable limitations set forth in the Security DocumentsCredit Documents and the Second Lien Intercreditor Agreement, the Borrower will shall cause each (x) direct or indirect Domestic Subsidiary (excluding other than, in each case, any Excluded Subsidiary) of the Borrower formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and each (y) other Domestic Subsidiary which would otherwise be required to provide a Guarantee but for its classification as an Excluded Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 60 days from the date of such the applicable formation, acquisition or cessationcessation (which in the case of any Excluded Subsidiary shall commence on the date of delivery of the certificate required by Section 9.1(d)), as applicable (or such longer period later date as the First Lien Administrative Agent (or after the Discharge of Senior Obligations (as defined in the Second Lien Intercreditor Agreement) the Administrative Agent) may agree determine in its reasonable discretiondiscretion and subject to the terms of the Second Lien Intercreditor Agreement), and the Borrower may at its option cause any Subsidiary to, execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents Documents, respectively, or, to the extent reasonably requested by the First Lien Collateral Agent (or after the Discharge of Senior Obligations (as defined in the Second Lien Intercreditor Agreement) the Collateral Agent), enter into a an appropriate new guarantee and appropriate new Security Document Documents substantially consistent with the analogous existing Guarantee and Security Documents and or otherwise in form and substance reasonably satisfactory to such Borrower and Collateral Agent and take all other action reasonably requested by the First Lien Collateral Agent (or after the Discharge of Senior Obligations (as defined in the Second Lien Intercreditor Agreement) the Collateral Agent) to grant a perfected (with respect to Collateral consisting of Intellectual Property, if and to the extent required under the Security Agreement) security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form only if and substance reasonably satisfactory to the Collateral Agent)extent required under, and in accordance with, the Security Documents. Notwithstanding anything to the contrary herein or in any other Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that: (i) no Credit Party or any Subsidiary (other than a Foreign Subsidiary that this paragraph does not authorize becomes Guarantor pursuant to the release definition of all “Guarantor”) shall be required to take any action outside the United States to guarantee the Obligations or substantially all grant, maintain or perfect any security interest in the Collateral (including the execution of any agreement, document or other instrument governed by the Guarantors law of any jurisdiction other than the United States, any State thereof or the District of Columbia); (ii) no environmental reports shall be required to be delivered hereunder or under any other Credit Document; (iii) other than with respect to Equity Interests and other securities, no control agreements or perfection by “control” with respect to any Collateral shall be required (including control agreements related to deposit accounts and securities accounts); (iv) no landlord waivers, collateral access agreements, bailee waivers or other similar agreements with respect to the Collateral shall be required hereunder or under any other Credit Document; (v) no Credit Party or any Subsidiary shall be required to provide any notice or obtain the consent of governmental authorities under the Guarantees Federal Assignment of Claims Act (or the release of all state equivalent thereof); and (vi) no Credit Party or substantially all of the Collateral under the Security Documentsany Subsidiary shall be required to enter into any source code escrow arrangement or be obligated to register Intellectual Property.

Additional Guarantors and Grantors. Subject to any applicable limitations set forth in the Security Documents, the Borrower will cause each direct or indirect Domestic Subsidiary (excluding other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) ), and each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary toSubsidiary, within 30 60 days from the date of such formation, acquisition or cessation, as applicable (or such longer period as the Administrative Agent may agree in its reasonable discretion), and the Borrower may at its option cause any Subsidiary toother Domestic Subsidiary, to execute a supplement to each of the Guarantee, the Pledge Agreement Guarantee and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such the Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected security interest in its assets to substantially the same extent as created and perfected by the Credit Parties on the Original Closing Date (including, without limitation, and pursuant to Section 9.14(d) in the case of such Credit Parties. For the avoidance of doubt, no Credit Party or any Restricted Subsidiary that is a Foreign Domestic Subsidiary causing such Foreign Subsidiary shall be required to execute guarantees take any action outside the United States to perfect any security interest in the Collateral (including the execution of any agreement, document or other instrument governed by the law of any jurisdiction other than the United States, any State thereof or the District of Columbia). 9.12 Pledge of Additional Stock and security agreements compatible Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and the Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences to the Borrower or any of its Subsidiaries, as reasonably determined by the Borrower in consultation with the laws Administrative Agent, the Borrower will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by the Borrower or any other Credit Party, (ii) all evidences of Indebtedness in excess of $5.0 million received by the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b), and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $5.0 million at the time such Foreign Subsidiary’s jurisdiction promissory note is executed; of the Borrower or any Subsidiary that is owing to the Borrower or any other Credit Party, in form and substance reasonably satisfactory each case, to be delivered to the Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Security Documents. Notwithstanding the foregoing any promissory note among the Borrower and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (i) a global intercompany note superseding such promissory note has been delivered to the Collateral Agent). Notwithstanding anything in any Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documents.-123-#89847286v15

Additional Guarantors and Grantors. Subject to any applicable limitations set forth herein or in the Guarantee Agreement and the Security DocumentsPledge Agreement, as applicable, the Borrower Credit Parties will within ninety (90) days after the formation or acquisition thereof (or such longer period as may be agreed to in writing by the Collateral Agent in its reasonable discretion, which agreement shall not be unreasonably withheld, conditioned or delayed) cause each direct or indirect any Direct Domestic Subsidiary (excluding any other than (x) an Excluded SubsidiarySubsidiary or (y) a merger subsidiary formed in connection with a merger or acquisition, including a Permitted Acquisition, so long as such merger subsidiary is merged out of existence pursuant to and upon the consummation of such transaction) formed or otherwise purchased or acquired after the Original Closing Date Date, or which becomes a Direct Domestic Subsidiary (other than (x) an Excluded Subsidiary or (y) a merger subsidiary formed in connection with a merger or acquisition, including pursuant to a Permitted Acquisition) , so long as such merger subsidiary is merged out of existence pursuant to and each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 days from upon the date consummation of such formation, acquisition or cessation, as applicable (or such longer period as transaction) after the Administrative Agent may agree in its reasonable discretion), and Borrower may at its option cause any Subsidiary to, Closing Date to execute a (x) supplement to each of the Guarantee, the Pledge Agreement and the Security Guarantee Agreement in order the form of Annex I to become a Guarantor under the Guarantee and Agreement or a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Document substantially consistent with the analogous existing Security Documents and otherwise guarantee in form and substance reasonably satisfactory to such Collateral Agent Agent, and take all other action reasonably requested by (y) supplement to the Collateral Agent to grant a perfected security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, Security Pledge Agreement in the case form of Annex I to the Security Pledge Agreement, or a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction agreement in form and substance reasonably satisfactory to the Collateral Agent). Notwithstanding anything in If, at any Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed time after a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors guarantee has been provided pursuant to this clause (iii))Section 9.10 adverse tax consequences would result, does not exceed (a) 10% of Consolidated EBITDA as of Collateral Agent will release the most recently ended Test Period plus (b) the amount of Investments applicable Subsidiary from such guarantee; provided, however, that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to no such Subsidiary (as such Subsidiary exists after ceasing to shall be a Guarantor)released without the prior consent of Collateral Agent, it being understood such usage which shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all be unreasonably withheld, conditioned or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documentsdelayed.

Additional Guarantors and Grantors. Subject In each case subject to any applicable limitations set forth in the Security DocumentsCredit Documents and the Second Lien Intercreditor Agreement, the Borrower will Borrowers shall cause each (x) direct or indirect Domestic Subsidiary (excluding other than, in each case, any Excluded Subsidiary) of the Borrowers formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and each (y) other Domestic Subsidiary which would otherwise be required to provide a Guarantee but for its classification as an Excluded Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 sixty (60) days from the date of such the applicable formation, acquisition or cessationcessation (which in the case of any Excluded Subsidiary shall commence on the date of delivery of the certificate required by Section 9.1(d)), as applicable (or such longer period later date as the First Lien Administrative Agent (or after the Discharge of Senior Obligations (as defined in the Second Lien Intercreditor Agreement) the Administrative Agent) may agree determine in its reasonable discretiondiscretion and subject to the terms of the Second Lien Intercreditor Agreement), and the Borrower Representative may at its option cause any Subsidiary to, execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents Documents, respectively, or, to the extent reasonably requested by the First Lien Collateral Agent (or after the Discharge of Senior Obligations (as defined in the Second Lien Intercreditor Agreement) the Collateral Agent), enter into a an appropriate new guarantee and appropriate new Security Document Documents substantially consistent with the analogous existing Guarantee and Security Documents and or otherwise in form and substance reasonably satisfactory to such Borrower Representative and Collateral Agent and take all other action reasonably requested by the First Lien Collateral Agent (or after the Discharge of Senior Obligations (as defined in the Second Lien Intercreditor Agreement) the Collateral Agent) to grant a perfected (with respect to Collateral consisting of Intellectual Property, if and to the extent required under the Security Agreement) security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form only if and substance reasonably satisfactory to the Collateral Agent)extent required under, and in accordance with, the Security Documents. Notwithstanding anything to the contrary herein or in any other Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that: (i) no Credit Party or any Subsidiary (other than a Foreign Subsidiary that this paragraph does not authorize becomes Guarantor pursuant to the release definition of all “Guarantor”) shall be required to take any action outside the United States to guarantee the Obligations or substantially all grant, maintain or perfect any security interest in the Collateral (including the execution of any agreement, document or other instrument governed by the Guarantors law of any jurisdiction other than the United States, any State thereof or the District of Columbia); (ii) no environmental reports shall be required to be delivered hereunder or under any other Credit Document; (iii) other than with respect to Equity Interests and other securities, no control agreements or perfection by “control” with respect to any Collateral shall be required (including control agreements related to deposit accounts and securities accounts); (iv) no landlord waivers, collateral access agreements, bailee waivers or other similar agreements with respect to the Collateral shall be required hereunder or under any other Credit Document; (v) no Credit Party or any Subsidiary shall be required to provide any notice or obtain the consent of governmental authorities under the Guarantees Federal Assignment of Claims Act (or the release of all state equivalent thereof); and (vi) no Credit Party or substantially all of the Collateral under the Security Documentsany Subsidiary shall be required to enter into any source code escrow arrangement or be obligated to register Intellectual Property.

Additional Guarantors and Grantors. Subject TC "9.11 Additional Guarantors and Grantors. " \f c \l "2" \* MERGEFORMAT AUTONF D3_TC In each case subject to any applicable limitations set forth in the Security DocumentsCredit Documents and the Second Lien Intercreditor Agreement, the Borrower will Borrowers shall cause each (x) direct or indirect Domestic Subsidiary (excluding other than, in each case, any Excluded Subsidiary) of the Borrowers formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and each (y) other Domestic Subsidiary which would otherwise be required to provide a Guarantee but for its classification as an Excluded Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 sixty (60) days from the date of such the applicable formation, acquisition or cessationcessation (which in the case of any Excluded Subsidiary shall commence on the date of delivery of the certificate required by Section 9.1(d)), as applicable (or such longer period later date as the First Lien Administrative Agent (or after the Discharge of Senior Obligations (as defined in the Second Lien Intercreditor Agreement) the Administrative Agent) may agree determine in its reasonable discretiondiscretion and subject to the terms of the Second Lien Intercreditor Agreement), and the Borrower Representative may at its option cause any Subsidiary to, execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents Documents, respectively, or, to the extent reasonably requested by the First Lien Collateral Agent (or after the Discharge of Senior Obligations (as defined in the Second Lien Intercreditor Agreement) the Collateral Agent), enter into a an appropriate new guarantee and appropriate new Security Document Documents substantially consistent with the analogous existing Guarantee and Security Documents and or otherwise in form and substance reasonably satisfactory to such Borrower Representative and Collateral Agent and take all other action reasonably requested by the First Lien Collateral Agent (or after the Discharge of Senior Obligations (as defined in the Second Lien Intercreditor Agreement) the Collateral Agent) to grant a perfected (with respect to Collateral consisting of Intellectual Property, if and to the extent required under the Security Agreement) security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form only if and substance reasonably satisfactory to the Collateral Agent)extent required under, and in accordance with, the Security Documents. Notwithstanding anything to the contrary herein or in any other Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documents.that:

Additional Guarantors and Grantors. Subject to (a) If at any applicable limitations set forth in time the Security DocumentsParent elects that a Subsidiary become a Guarantor or Grantor, the Borrower will cause each direct or indirect Domestic any Person becomes a Subsidiary (excluding any Excluded Subsidiary) formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and each other Domestic Subsidiary that ceases to constitute than an Excluded Subsidiary to, within 30 days from or Immaterial Subsidiary) of an International Loan Party after the date hereof, then the International Borrower will promptly (but in any event no later than 10 days after the occurrence of such formation, acquisition or cessation, as applicable (or such longer period as the event) notify Administrative Agent may agree in its reasonable discretion), and Borrower may at its option the International Collateral Agent of that fact and cause any such Subsidiary to, (the “New Subsidiary”) to execute and deliver to Administrative Agent and the International Collateral Agent a supplement in the form of Exhibit A hereto and comply with the following clause (b). (b) Promptly on request and at any time from time to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents ortime, to the extent reasonably requested by Administrative Agent, such New Subsidiary shall, and the International Borrower shall cause such New Subsidiary to, take all such further actions and execute all such further documents and instruments that are necessary or, in the reasonable opinion of Administrative Agent or the International Collateral Agent, enter into as applicable, desirable to cause such relevant Subsidiary to become a new Security Document substantially consistent Grantor or Guarantor, as applicable, under this Agreement or evidence the binding nature of such obligations, including the delivery of the following together with any International Loan Documents delivered pursuant to clause (a): (i) certified copies of the analogous existing Security Constituent Documents of such New Subsidiary, together with a good standing certificate (to the extent such concept is applicable in the relevant jurisdiction) from the Secretary of State or similar Governmental Authority of the jurisdiction of its incorporation, organization or formation and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes from the appropriate taxing authority of such jurisdiction, each to be dated a recent date prior to their delivery to Administrative Agent or the International Collateral Agent, as applicable, (ii) a certificate executed by the secretary or similar officer of such New Subsidiary as to (A) the fact that the attached resolutions of the governing body of such New Subsidiary approving and otherwise authorizing the execution, delivery and performance of such International Loan Documents are in full force and effect and have not been modified or amended and (B) the incumbency and signatures of the officers of such Subsidiary executing such International Loan Documents, and (iii) a favorable opinion of counsel to such New Subsidiary, in form and substance reasonably satisfactory to such Administrative Agent, the International Collateral Agent and take all other action reasonably requested their counsel, as to (A) the due organization and good standing of such New Subsidiary, (B) the due authorization, execution and delivery by such New Subsidiary of such International Loan Documents, and (C) the Collateral Agent enforceability of such International Loan Documents against such New Subsidiary. (c) Upon execution and delivery by such New Subsidiary of a supplement in the form of Exhibit A hereto and the completion of such items referred to grant in clause (b), such New Subsidiary shall become a perfected security interest in its assets to substantially Grantor or Guarantor, as applicable, hereunder with the same extent force and effect as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of if originally named as a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Collateral Agent). Notwithstanding anything in any Credit Document to the contraryGrantor or Guarantor, as of the 2014 July Repricing Effective Date: (i) FDR Limitedapplicable, Money Network Financial, LLC herein. The execution and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes delivery of any requirement relating to such instrument shall not require the pledge consent of Equity Interests any International Loan Parties hereunder. The rights and obligations of each International Loan Party hereunder shall remain in FDR Limited full force and (iii) unless effect notwithstanding the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, addition of any new Grantor or Guarantor shall be automatically cease to be as a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant party to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security DocumentsAgreement.

Additional Guarantors and Grantors. Subject to any applicable limitations set forth in the Security Documentsthis Agreement, the CGI Borrower will cause each direct or indirect Domestic Subsidiary (excluding other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) ), and each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary toSubsidiary, within 30 60 days from the date of such formation, acquisition or cessation, as applicable (or or, in each case, such longer period as the Administrative Agent may agree in its reasonable discretion), and CGI Borrower may at its option cause any Subsidiary toSubsidiary, to execute a supplement to each of the Guarantee, the Pledge Agreement Guarantee and the applicable Security Agreement Documents in order to become a Guarantor under the applicable Guarantee and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Administrative Agent, enter into a new Guarantee or Security Document substantially consistent with the analogous existing Guarantees or Security Documents and or otherwise in form and substance reasonably satisfactory to such Collateral the Administrative Agent and take all other action reasonably requested by the Collateral Administrative Agent to grant a perfected (with respect to Collateral consisting of Intellectual Property, if and to the extent required under the Security Documents of existing Credit Parties in the applicable jurisdiction) security interest in in, and Lien on, its assets to substantially the same extent as required to be created by the Credit Parties on the Original Closing Date (includingDate. For the avoidance of doubt, without limitationno Credit Party or any Subsidiary of CGI Borrower shall be required to take any action outside Canada, the United States, Switzerland and the United Kingdom, and any other jurisdiction in which the owner of Collateral that will be included in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Collateral Agent). Notwithstanding anything in any Credit Document to the contraryBorrowing Base and, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would applyFILO Credit Termination Date, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents FILO Borrowing Base is located and in the jurisdiction in which such capacity will be automatically released from Collateral included in the Guarantees (and for the avoidance of doubt each other Security Document) Borrowing Base and, prior to the extent such Guarantor ceases FILO Credit Termination Date, the FILO Borrowing Base is located, to be a wholly-owned Domestic Subsidiary of grant, maintain or perfect any security interest in the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security DocumentsCollateral.

Additional Guarantors and Grantors. Subject In each case subject to any applicable limitations set forth in the Security Credit Documents, the Borrower will shall cause each (x) direct or indirect Domestic Subsidiary (excluding other than, in each case, any Excluded Subsidiary) of the Borrower formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and each (y) other Domestic Subsidiary which would otherwise be required to provide a Guarantee but for its classification as an Excluded Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 sixty (60) days from the date of such the applicable formation, acquisition or cessation, as applicable (or such longer period later date as the Administrative Agent may agree determine in its reasonable discretion), and the Borrower may at its option cause any Subsidiary to, execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents Documents, respectively, or, to the extent reasonably requested by the Collateral Agent, enter into a an appropriate new guarantee and appropriate new Security Document Documents substantially consistent with the analogous existing Guarantee and Security Documents and or otherwise in form and substance reasonably satisfactory to such Borrower and Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected (with respect to Collateral consisting of Intellectual Property, if and to the extent required under the Security Agreement) security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form only if and substance reasonably satisfactory to the Collateral Agent)extent required under, and in accordance with, the Security Documents. Notwithstanding anything to the contrary herein or in any other Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize that: (i) no Credit Party or any Subsidiary shall be required to take any action outside the release United States to guarantee the Obligations or grant, maintain or perfect any security interest in the Collateral (including the execution of all any agreement, document or substantially all other instrument governed by the law of any jurisdiction other than the Guarantors under the Guarantees United States, any State thereof or the release District of all Columbia); and (ii) no environmental reports shall be required to be delivered hereunder or substantially all of the Collateral under the Security Documentsany other Credit Document.

Additional Guarantors and Grantors. (a) Subject to any applicable limitations set forth in the Security DocumentsDocuments and, in the case of any Foreign Subsidiary, the Agreed Security Principles, the Borrower will cause each direct or indirect Domestic Subsidiary (excluding other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) ), and each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary to(including following the designation (or redesignation) of a Restricted Subsidiary as a Discretionary Guarantor or the designation (or redesignation) of an Unrestricted Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary)), within 30 60 days (or ninety (90) days in the case of any Foreign Subsidiary or any documents governed by any Foreign Law) from the date of such formation, acquisition or cessation, as applicable (or such longer period as the Administrative Agent may agree in its reasonable discretion), and Borrower may at its option cause any Subsidiary to, to execute a supplement to each of the Guarantee, the Pledge Agreement Guarantee and the each applicable Security Agreement Document in order to become a Guarantor under the Guarantee and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral AgentAgent but subject in the case of a Foreign Subsidiary to the Agreed Security Principles, enter into a new Security Document substantially consistent with the analogous existing Security Documents and or otherwise in form and substance reasonably satisfactory to such the Collateral Agent and and, subject in the case of a Foreign Subsidiary to the Agreed Security Principles, take all other action reasonably requested by the Collateral Agent Agent, to grant a perfected security interest in its assets to substantially the same extent as created and perfected by the Credit Parties on the Original Closing Date or pursuant to Section 9.17, and as required by the Collateral and Guarantee Requirement. (including, without limitationb) The Borrower may designate (or redesignate) any Restricted Subsidiary that is an Excluded Subsidiary as a Discretionary Guarantor and may designate (or redesignate) any Discretionary Guarantor as an Excluded Subsidiary; provided that, in the case of any designation (or redesignation) of any Restricted Subsidiary that is an Excluded Subsidiary as a Foreign Discretionary Guarantor, (i) if such Restricted Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with is organized (or incorporated) under the laws of a jurisdiction other than a Designated Jurisdiction, the jurisdiction of such Foreign Subsidiary’s jurisdiction in form and substance Restricted Subsidiary is reasonably satisfactory to the Collateral AgentAdministrative Agent and (ii) the Administrative Agent shall have received, at least two Business Days prior to such Restricted Subsidiary becoming a Guarantor, all documentation and other information in respect of such Restricted Subsidiary required under applicable “know your customer” and anti-money laundering rules and regulations (including the Patriot Act). Notwithstanding anything ; provided, further, that, in the case of any Credit Document to the contrarydesignation (or redesignation) of any Discretionary Guarantor as an Excluded Subsidiary, as of the 2014 July Repricing Effective Date: (i) FDR Limitedsuch designation (or redesignation) shall constitute an Investment by the Borrower or the relevant Restricted Subsidiary, Money Network Financialas applicable, LLC therein at the date of designation (or redesignation) in an amount equal to the Fair Market Value of the Investments held by the Borrower or such Restricted Subsidiary in such Discretionary Guarantor immediately prior to such designation (or redesignation) and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, such Investments shall otherwise be permitted hereunder and (ii) FDR Limited any Indebtedness or Liens of such Restricted Subsidiary (after giving effect to such designation (or redesignation)) shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in incurred by such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Restricted Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of releasesuch designation (or redesignation) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would and such incurrence shall otherwise be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documentshereunder.

Additional Guarantors and Grantors. Subject to (a) If at any applicable limitations set forth in time the Security DocumentsParent elects that a Subsidiary become a Guarantor or Grantor, the Borrower will cause each direct or indirect Domestic any Person becomes a Subsidiary (excluding any Excluded Subsidiary) formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and each other Domestic Subsidiary that ceases to constitute than an Excluded Subsidiary to, within 30 days from or Immaterial Subsidiary) of an International Loan Party after the date hereof, then the U.S. Borrower will promptly (but in any event no later than 10 days after the occurrence of such formation, acquisition or cessation, as applicable (or such longer period as the event) notify Administrative Agent may agree in its reasonable discretion), and Borrower may at its option the U.S. Collateral Agents of that fact and cause any such Subsidiary to, (the “New Subsidiary”) to execute and deliver to Administrative Agent and the U.S. Collateral Agents a supplement in the form of Exhibit A hereto and comply with the following clause (b). (b) Promptly on request and at any time from time to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents ortime, to the extent reasonably requested by the Collateral Administrative Agent, enter into such New Subsidiary shall, and the U.S. Borrower shall cause such New Subsidiary to, take all such further actions and execute all such further documents and instruments that are necessary or, in the reasonable opinion of Administrative Agent or the U.S. Collateral Agents, as applicable, desirable to cause such relevant Subsidiary to become a new Security Document substantially consistent Grantor or Guarantor, as applicable, under this Agreement or evidence the binding nature of such obligations, including the delivery of the following together with any U.S. Loan Documents delivered pursuant to clause (a): (i) certified copies of the analogous existing Security Constituent Documents of such New Subsidiary, together with a good standing certificate (to the extent such concept is applicable in the relevant jurisdiction) from the Secretary of State or similar Governmental Authority of the jurisdiction of its incorporation, organization or formation and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes from the appropriate taxing authority of such jurisdiction, each to be dated a recent date prior to their delivery to Administrative Agent or the U.S. Collateral Agents, as applicable, (ii) a certificate executed by the secretary or similar officer of such New Subsidiary as to (A) the fact that the attached resolutions of the governing body of such New Subsidiary approving and otherwise authorizing the execution, delivery and performance of such U.S. Loan Documents are in full force and effect and have not been modified or amended and (B) the incumbency and signatures of the officers of such Subsidiary executing such U.S. Loan Documents, and (iii) a favorable opinion of counsel to such New Subsidiary, in form and substance reasonably satisfactory to Administrative Agent, the U.S. Collateral Agents and their counsel, as to (A) the due organization and good standing of such Collateral Agent New Subsidiary, (B) the due authorization, execution and take all other action reasonably requested delivery by such New Subsidiary of such U.S. Loan Documents, and (C) the Collateral Agent enforceability of such U.S. Loan Documents against such New Subsidiary. (c) Upon execution and delivery by such New Subsidiary of a supplement in the form of Exhibit A hereto and the completion of such items referred to grant in clause (b), such New Subsidiary shall become a perfected security interest in its assets to substantially Grantor or Guarantor, as applicable, hereunder with the same extent force and effect as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of if originally named as a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Collateral Agent). Notwithstanding anything in any Credit Document to the contraryGrantor or Guarantor, as of the 2014 July Repricing Effective Date: (i) FDR Limitedapplicable, Money Network Financial, LLC herein. The execution and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes delivery of any requirement relating to such instrument shall not require the pledge consent of Equity Interests any International Loan Parties hereunder. The rights and obligations of each International Loan Party hereunder shall remain in FDR Limited full force and (iii) unless effect notwithstanding the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, addition of any new Grantor or Guarantor shall be automatically cease to be as a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant party to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security DocumentsAgreement.

Additional Guarantors and Grantors. (a) Subject to any applicable limitations set forth in the Security DocumentsDocuments and, in the case of any Foreign Subsidiary, the Agreed Security Principles, the Borrower will cause each direct or indirect Domestic Subsidiary (excluding other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) ), and each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary to(including following the designation (or redesignation) of a Restricted Subsidiary as a Discretionary Guarantor or the designation (or redesignation) of an Unrestricted Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary)), within 30 60 days (or ninety (90) days in the case of any Foreign Subsidiary or any documents governed by any Foreign Law) from the date of such formation, acquisition or cessation, as applicable (or such longer period as the Administrative Agent may agree in its reasonable discretion), and Borrower may at its option cause any Subsidiary to, to execute a supplement to each of the Guarantee, the Pledge Agreement Guarantee and the each applicable Security Agreement Document in order to become a Guarantor under the Guarantee and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral AgentAgent but subject in the case of a Foreign Subsidiary to the Agreed Security Principles, enter into a new Security Document substantially consistent with the analogous existing Security Documents and or otherwise in form and substance reasonably satisfactory to such the Collateral Agent and and, subject in the case of a Foreign Subsidiary to the Agreed Security Principles, take all other action reasonably requested by the Collateral Agent Agent, to grant a perfected security interest in its assets to substantially the same extent as created and perfected by the Credit Parties on the Original Closing Date or pursuant to Section 9.17. (including, without limitationb) The Borrower may designate (or redesignate) any Restricted Subsidiary that is an Excluded Subsidiary as a Discretionary Guarantor and may designate (or redesignate) any Discretionary Guarantor as an Excluded Subsidiary; provided that, in the case of any designation (or redesignation) of any Restricted Subsidiary that is an Excluded Subsidiary as a Foreign Discretionary Guarantor, (i) if such Restricted Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with is organized (or incorporated) under the laws of a jurisdiction other than a Designated Jurisdiction, the jurisdiction of such Foreign Subsidiary’s jurisdiction in form and substance Restricted Subsidiary is reasonably satisfactory to the Collateral AgentAdministrative Agent and (ii) the Administrative Agent shall have received, at least two Business Days prior to such Restricted Subsidiary becoming a Guarantor, all documentation and other information in respect of such Restricted Subsidiary required under applicable “know your customer” and anti-money laundering rules and regulations (including the Patriot Act). Notwithstanding anything ; provided, further, that, in the case of any Credit Document to the contrarydesignation (or redesignation) of any Discretionary Guarantor as an Excluded Subsidiary, as of the 2014 July Repricing Effective Date: (i) FDR Limitedsuch designation (or redesignation) shall constitute an Investment by the Borrower or the relevant Restricted Subsidiary, Money Network Financialas applicable, LLC therein at the date of designation (or redesignation) in an amount equal to the Fair Market Value of the Investments held by the Borrower or such Restricted Subsidiary in such Discretionary Guarantor immediately prior to such designation (or redesignation) and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, such Investments shall otherwise be permitted hereunder and (ii) FDR Limited any Indebtedness or Liens of such Restricted Subsidiary (after giving effect to such designation (or redesignation)) shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in incurred by such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Restricted Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of releasesuch designation (or redesignation) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would and such incurrence shall otherwise be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documentshereunder.