THIRD AMENDMENT AND JOINDER AGREEMENT TO ORIGINATOR PURCHASE AGREEMENT
| EXECUTION VERSION |
THIRD AMENDMENT AND JOINDER AGREEMENT
TO
ORIGINATOR PURCHASE AGREEMENT
THIS THIRD AMENDMENT AND JOINDER AGREEMENT TO ORIGINATOR PURCHASE AGREEMENT, dated as of May 16, 2013 (this “Amendment”), is entered into by and among DST SYSTEMS, INC., a Delaware corporation (“DST Systems”), as the Purchaser and the Servicer, DST INTELLISOURCE, LLC, a Delaware limited liability company (the “New Seller”) and each of the parties named on Exhibit I hereto (each, an “Existing Seller” and collectively, the “Existing Sellers” and the Existing Sellers together with the New Seller, the “Sellers”). Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below).
WHEREAS, the Existing Sellers and DST Systems have entered into that certain Originator Purchase Agreement, dated as of May 21, 2009 (as amended through the date hereof, the “Existing Agreement” and, as amended hereby, the “Agreement”);
WHEREAS, the Sellers and DST Systems desire to amend the Existing Agreement in certain respects as provided herein;
NOW THEREFORE, in consideration of the premises and the other mutual covenants contained herein, the parties hereto agree as follows:
SECTION 1. Joinder of New Seller. The New Seller hereby accepts the duties, obligations and responsibilities of a Seller under the Existing Agreement, agrees to assume the duties and responsibilities, and be bound by each of the obligations of, a Seller and is hereby made a party to the Existing Agreement.
SECTION 2. Schedules and Exhibits. Each of Schedule I (List of Sellers), Exhibit C (Addresses) and Exhibit D (Seller UCC Information) to the Existing Agreement is hereby deleted and replaced in its entirety with Schedule I (List of Sellers), Exhibit C (Addresses) and Exhibit D (Seller UCC Information), attached hereto, respectively, to reflect the addition of the New Seller as a Seller.
SECTION 3. Representations and Warranties of the New Seller. The New Seller hereby makes each of the representations and warranties made by the Existing Sellers under the Existing Agreement as if each such representation and warranty was set forth herein, mutatis mutandis.
SECTION 4. Covenants and Agreements of the New Seller. The New Seller hereby makes each of the covenants and agreements made by the Existing Sellers under the Existing Agreement as if each such covenant and agreement was set forth herein, mutatis mutandis.
SECTION 5. Effective Date. This Amendment shall become effective as of the date (the “Effective Date”) on which the last of the following shall occur: (a) this Amendment shall have been executed and delivered by a duly authorized officer of each party hereto and (b) the Eighth Amendment to Receivables Purchase Agreement, dated as of the date hereof, shall have been executed and delivered by a duly authorized officer of each party thereto; provided, however, the New Seller shall not participate as a Seller under the Existing Agreement until each of the conditions set forth in Section 7 of this Amendment with respect to the New Seller has been satisfied or waived in writing by the Agent.
SECTION 6. Reference to and Effect on the Agreement and the Related Documents.
On the Effective Date (a) each of the Existing Sellers hereby reaffirms all covenants, representations and warranties made by it in the Existing Agreement and agrees that all such covenants, representations and warranties shall be deemed to have been restated as of the Effective Date of this Amendment, (b) each reference in the Existing Agreement to “Seller” or “Sellers” or words of like import shall include the New Seller and (c) each reference in the Existing Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be, and any references to the Existing Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Existing Agreement shall mean and be, a reference to the Existing Agreement as amended hereby.
SECTION 7. Conditions Precedent to Effectiveness of this Amendment.
This Amendment is subject to the conditions precedent that DST Systems and the Agent shall have received the following, each (unless otherwise indicated) dated the date hereof, and in form and substance satisfactory to DST Systems and the Agent:
(a) certified copies of the resolutions (or similar authorization) of the sole manager of the New Seller approving this Amendment and certified copies of all documents evidencing other necessary limited liability company action and governmental approvals, if any, with respect to this Amendment;
(b) a certificate of the Secretary or Assistant Secretary of the New Seller certifying the names and true signatures of the officers of the New Seller authorized to sign this Amendment and the other documents to be delivered by it hereunder;
(c) a copy of good standing certificate for the New Seller issued within thirty (30) days prior to the date hereof by the Secretary of State of the state of formation of the New Seller and the state where the New Seller’s principal place of business is located;
(d) copies of proper financing statements (Form UCC1) to be filed under the UCC on or before the date of this Agreement in all jurisdictions as may be necessary or, in the opinion of the Agent, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the transfer by the New Seller to DST Systems of the Receivables;
(e) copies of proper UCC amendment statements (Form UCC3), if any, necessary to effect the release of all security interests and other rights of any Person in the Receivables of each New Seller, and the related Contracts and Related Security;
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(f) a search report provided in writing to the Agent, (i) listing all effective financing statements that name the New Seller as debtor and that are filed in the jurisdiction in which filing was made pursuant to subsection (d) above and in such other jurisdiction that the Agent shall reasonably request, together with copies of such financing statements (none of which (other than any of the financing statements described in subsection (d) above) shall cover any Receivables, and (ii) listing all tax liens and judgment liens (if any) filed against the New Seller in the jurisdictions described above;
(g) a copy of the executed Amendment; and
(h) such other agreements, instruments, certificates, opinions and other documents as the Agent may reasonably request.
SECTION 8. Post-Closing Actions. Prior to the date that is ten (10) days after the date hereof, the New Seller shall cause to be delivered to the Agent favorable opinions of counsel to the New Seller, as applicable, as to such matters and in form and substance satisfactory to the Agent including, without limitation, the following:
(a) the New Seller is (i) organized, existing and in good standing under the laws of its jurisdiction of organization, with all necessary power and authority to own its properties and conduct its business as currently conducted and (ii) qualified to do business as a foreign limited liability company, in good standing in each jurisdiction in which the conduct of its business requires such qualification;
(b) the New Seller has or had at all relevant times, full power, authority and legal right to exercise, deliver and perform its obligations under the Agreement; and has or had at all relevant times full power, authority and legal right to originate, own and transfer the Receivables and the other property transferred by it to DST Systems;
(c) the Agreement, this Amendment and each other document related hereto to which the New Seller is a party has been duly authorized, executed and delivered by such Person and is a valid and binding agreement, enforceable against such Person in accordance with its respective terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity);
(d) the transfer of the Receivables by the New Seller to DST Systems pursuant to the Agreement, the compliance by the New Seller with all of the provisions of the Agreement and the consummation of the transactions contemplated the Agreement, and each other document contemplated hereby or thereby to which the New Seller is a party will not (i) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the New Seller is a party or by which the New Seller is bound or to which any of the property or assets of the New Seller is subject, (ii) result in any violation of the provisions of any order known to such counsel of any court or governmental agency or body having jurisdiction over the New Seller or any of its properties or (iii) result in any violation of the provisions of the articles of association, other formation documents or the operating agreement of the New Seller or to counsel’s knowledge any statute or any rule or regulation of any governmental agency or body having jurisdiction over the New Seller or any of its properties;
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(e) no authorization, approval, consent or order of, or filing with, any court or governmental authority or agency is required by the New Seller in connection with the consummation of the transactions contemplated in the Agreement or any other document contemplated hereby or thereby to which the New Seller is a party, except such as have been obtained;
(f) to the best of such counsel’s knowledge and information without independent inquiry, there are no legal or governmental proceedings pending or threatened (i) asserting the invalidity of the Existing Agreement or any other document contemplated hereby or thereby to which the New Seller is a party, (ii) seeking to prevent the consummation by the New Seller of any of the transactions contemplated by this Amendment, the Existing Agreement or any other document contemplated hereby or thereby to which the New Seller is a party or (iii) which might materially adversely affect the rights of DST Systems hereunder or under the Existing Agreement;
(g) the provisions of the Agreement are effective to create a valid security interest in the Receivables of the New Seller and the proceeds thereof in favor of DST Systems;
(h) no New Seller is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended;
(i) the existence of a “true sale” of the Receivables from the New Seller to DST Systems under the Agreement; and
(j) the inapplicability of the doctrine of substantive consolidation to the New Seller and the owner of the membership interest of the New Seller.
SECTION 9. Authorization to File Financing Statements and Financing Statement Amendments. The New Seller hereby authorizes DST Systems and the Agent (as DST System’s assign) to file one or more financing statements and/or financing statements amendments, as applicable, with any and all applicable state filing offices relating to the interests of DST System and the Agent (as DST System’s assign) in the Seller Collateral.
SECTION 10. Miscellaneous.
(a) Effect on Existing Agreement. Except as specifically amended hereby, the Existing Agreement shall remain in full force and effect. This Amendment shall not constitute a novation of the Existing Agreement, but shall constitute an amendment thereof.
(b) No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Person under the Existing Agreement or any other Transaction Document or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein.
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(c) Fees and Expenses. The New Seller and DST Systems agree to pay all costs, fees, and expenses (including, without limitation, reasonable attorneys’ fees and time charges of attorneys) incurred by the Agent and the Investor in connection with the preparation, execution and enforcement of this Amendment.
(d) Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
(e) Counterparts. This Amendment may be executed in any number of counterparts, and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.
(f) Headings. The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.
(g) Amendments. This Amendment may not be amended or otherwise modified except as provided in the Existing Agreement.
(h) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date hereof.
| SELLERS: | DST OUTPUT, LLC |
| DST OUTPUT CENTRAL, LLC | |
| DST OUTPUT EAST, LLC | |
| DST OUTPUT WEST, LLC | |
| DST TECHNOLOGIES, INC., | |
| DST MAILING SERVICES, INC. | |
| DST OUTPUT ELECTRONIC SOLUTIONS, INC. | |
| DST WORLDWIDE SERVICES, LLC | |
| DST RETIREMENT SOLUTIONS, LLC | |
| ARGUS HEALTH SYSTEMS, INC. | |
| DST DIRECT, LLC | |
| DST HEALTH SOLUTIONS, LLC | |
| DST GLOBAL SOLUTIONS NORTH AMERICA, LLC | |
| ISPACE SOFTWARE TECHNOLOGIES, INC. | |
| DST BROKERAGE SOLUTIONS, LLC | |
| FINIX PROFESSIONAL SERVICES, LLC | |
| CONVERGE SYSTEMS, LLC | |
| XXXXXXX PRODUCTS, INC. | |
| LTM PUBLISHING, INC. | |
| XXXXX XXXXXXX CO., INC. | |
| THIRD PARTY EDUCATIONAL SYSTEMS, INC. | |
| CFG OUTPUT LLC | |
| DST INTELLISOURCE, LLC | |
| DST HEALTHCARE HOLDINGS, INC. |
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: Assistant Treasurer |
[Signature Page to Third Amendment and Joinder Agreement - DST Systems]
| SERVICER: | DST SYSTEMS, INC. | ||
| By: | /s/ Xxxxx X. Xxxxxx | ||
| Name: | Xxxxx X. Xxxxxx | ||
| Title: | Vice President and | ||
| Chief Accounting Officer | |||
| PURCHASER: | DST SYSTEMS, INC. | ||
| By: | /s/ Xxxxx X. Xxxxxx | ||
| Name: | Xxxxx X. Xxxxxx | ||
| Title: | Vice President and | ||
| Chief Accounting Officer | |||
[Signature Page to Third Amendment and Joinder Agreement - DST Systems]
Acknowledged and consented to by:
| BANK OF AMERICA, NATIONAL ASSOCIATION, | |||
| as Agent | |||
| By: | /s/ Xxxxxx Xxxxx | ||
| Name: | Xxxxxx Xxxxx | ||
| Title: | Vice President | ||
[Signature Page to Third Amendment and Joinder Agreement - DST Systems]
EXHIBIT I
List of Existing Sellers:
DST Output, LLC
DST Output Central, LLC
DST Output East, LLC
DST Output West, LLC
DST Technologies, Inc.
DST Mailing Services, Inc.
DST Output Electronic Solutions, Inc.
DST Worldwide Services, LLC
DST Retirement Solutions, LLC
Argus Health Systems, Inc.
DST Direct, LLC
DST Health Solutions, LLC
DST Global Solutions North America, LLC
iSpace Software Technologies, Inc.
DST Brokerage Solutions, LLC
Finix Professional Services, LLC
Converge Systems, LLC
Xxxxxxx Products, Inc.
LTM Publishing, Inc.
XxXxx Xxxxxxx Co., Inc.
Third Party Educational Systems, Inc. (d/b/a MasteryPoint Financial Technologies)
CFG Output LLC (f/k/a DST Output Fulfillment Group, LLC)
DST Healthcare Holdings, Inc. (f/k/a DST Health Solutions Holdings, Inc.)
| Exhibit I |
SCHEDULE I
LIST OF SELLERS
DST Output, LLC
DST Output Central, LLC
DST Output East, LLC
DST Output West, LLC
DST Technologies, Inc.
DST Mailing Services, Inc.
DST Output Electronic Solutions, Inc.
DST Worldwide Services, LLC
DST Retirement Solutions, LLC
Argus Health Systems, Inc.
DST Direct, LLC
DST Health Solutions, LLC
DST Global Solutions North America, LLC
iSpace Software Technologies, Inc.
DST Brokerage Solutions, LLC
Finix Professional Services, LLC
Converge Systems, LLC
Xxxxxxx Products, Inc.
LTM Publishing, Inc.
XxXxx Xxxxxxx Co., Inc.
Third Party Educational Systems, Inc. (d/b/a MasteryPoint Financial Technologies)
CFG Output LLC (f/k/a DST Output Fulfillment Group, LLC)
DST Intellisource, LLC
DST Healthcare Holdings, Inc. (f/k/a DST Health Solutions Holdings, Inc.
| Schedule I |
EXHIBIT C
ADDRESSES
| SELLERS: | DST Output, LLC |
| DST Output Central, LLC | |
| DST Output East, LLC | |
| DST Output West, LLC | |
| DST Technologies, Inc. | |
| DST Mailing Services, Inc. | |
| DST Output Electronic Solutions, Inc. | |
| DST Worldwide Services, LLC | |
| DST Retirement Solutions, LLC | |
| DST Brokerage Solutions, LLC | |
| Finix Professional Services, LLC | |
| Converge Systems, LLC | |
| CFG Output LLC | |
| DST Intellisource, LLC | |
| 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx | |
| Xxxxxx Xxxx, XX 00000 | |
| Attention: Xxxxx Xx. Xxxxxx | |
| Facsimile No. 000-000-0000 | |
| Argus Health Systems, Inc. | |
| 0000 Xxxxxxxxxx Xxxxxx | |
| Xxxxxx Xxxx, XX 00000 | |
| Attention: Xxxxx Xx. Xxxxxx | |
| Facsimile No. 000-000-0000 | |
| DST Direct, LLC | |
| 000 Xxxxxx Xxxxxx | |
| Xxxxxxxxx Xxxx, XX 00000 | |
| Attention: Xxxxx Xx. Xxxxxx | |
| Facsimile No. 000-000-0000 | |
| DST Health Solutions, LLC | |
| DST Healthcare Holdings, Inc. | |
| 0000 Xxxx Xxxxx | |
| Xxxxxxxxxx, XX 00000 | |
| Attention: Xxxxx Xx. Xxxxxx | |
| Facsimile No. 000-000-0000 |
| Exhibit C-1 |
| DST Global Solutions North America, LLC | |
| 00 Xxxxxxx Xxxxxx | |
| Xxxxxx, XX 00000 | |
| Attention: Xxxxx Xx. Xxxxxx | |
| Facsimile No. 000-000-0000 | |
| iSpace Software Technologies, Inc. | |
| 0000 Xxxx Xxxxx | |
| Xxxxxxxxxx, XX 00000 | |
| Attention: Xxxxx Xx. Xxxxxx | |
| Facsimile No. 000-000-0000 | |
| Xxxxxxx Products, Inc. | |
| 00 Xxxxxxxxx Xxxxxx | |
| Xxxxxx, XX 00000 | |
| Attention: Xxxxx Xx. Xxxxxx | |
| Facsimile No. 000-000-0000 | |
| LTM Publishing, Inc. | |
| 00 Xxxxxxxxx Xxxxxx | |
| Xxxxxx, XX 00000 | |
| Attention: Xxxxx Xx. Xxxxxx | |
| Facsimile No. 000-000-0000 | |
| XxXxx Xxxxxxx Co., Inc. | |
| 00 Xxxx Xxxxx | |
| Xxxxxx, XX 00000 | |
| Attention: Xxxxx Xx. Xxxxxx | |
| Facsimile No. 000-000-0000 | |
| Third Party Educational Systems, Inc. | |
| 00 Xxxx Xxxxxx, XX | |
| Xxxxxxxxxxx, XX 00000 | |
| Attention: Xxxxx Xx. Xxxxxx | |
| Facsimile No. 000-000-0000 | |
| PURCHASER: | DST Systems, Inc. |
| 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx | |
| Xxxxxx Xxxx, XX 00000 | |
| Attention: Xxxxx Xx. Xxxxxx | |
| Facsimile No. 000-000-0000 |
| Exhibit C-2 |
EXHIBIT D
SELLER UCC INFORMATION
| Name: | DST Output, LLC |
| Address: | 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx |
| Xxxxxx Xxxx, XX 00000 |
Jurisdiction of Organization: Delaware
UCC Filing Office: Secretary of State of Delaware
Prior Names: None
D/B/A Names: None
| Name: | DST Output Central, LLC |
| Address: | 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx |
| Xxxxxx Xxxx, XX 00000 |
Jurisdiction of Organization: Delaware
UCC Filing Office: Secretary of State of Delaware
Prior Names: None
D/B/A Names: None
| Name: | DST Output East, LLC |
| Address: | 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx |
| Xxxxxx Xxxx, XX 00000 |
Jurisdiction of Organization: Delaware
UCC Filing Office: Secretary of State of Delaware
Prior Names: DST Output East, Inc.
D/B/A Names: None
| Name: | DST Output West, LLC |
| Address: | 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx |
| Xxxxxx Xxxx, XX 00000 |
Jurisdiction of Organization: Delaware
UCC Filing Office: Secretary of State of Delaware
| Exhibit D-1 |
Prior Names: None
D/B/A Names: None
| Name: | DST Technologies, Inc. |
| Address: | 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx |
| Xxxxxx Xxxx, XX 00000 |
Jurisdiction of Organization: Missouri
UCC Filing Office: Secretary of State of Missouri
Prior Names: None
D/B/A Names: None
| Name: | DST Mailing Services, Inc. |
| Address: | 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx |
| Xxxxxx Xxxx, XX 00000 |
Jurisdiction of Organization: Delaware
UCC Filing Office: Secretary of State of Delaware
Prior Names: DST Postal Services, Inc., Global Mailing Services, Inc.
D/B/A Names: None
| Name: | DST Output Electronic Solutions, Inc. |
| Address: | 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx |
| Xxxxxx Xxxx, XX 00000 |
Jurisdiction of Organization: Missouri
UCC Filing Office: Secretary of State of Missouri
Prior Names: DST CDS, Inc., Corporate Documents Systems, Inc. and DST Electronic Output Solutions, Inc.
D/B/A Names: None
| Name: | DST Worldwide Services, LLC |
| Address: | 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx |
| Xxxxxx Xxxx, XX 00000 |
Jurisdiction of Organization: Missouri
UCC Filing Office: Secretary of State of Missouri
Prior Names: DST WorldWide Services, LLC
D/B/A Names: None
| Exhibit D-2 |
| Name: | DST Retirement Solutions, LLC |
| Address: | 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx |
| Xxxxxx Xxxx, XX 00000 |
Jurisdiction of Organization: Delaware
UCC Filing Office: Secretary of State of Delaware
Prior Names: None
D/B/A Names: None
| Name: | Argus Health Systems, Inc. |
| Address: | 0000 Xxxxxxxxxx Xxxxxx |
| Xxxxxx Xxxx, XX 00000 |
Jurisdiction of Organization: Delaware
UCC Filing Office: Secretary of State of Delaware
Prior Names: None
D/B/A Names: None
| Name: | DST Direct, LLC |
| Address: | 000 Xxxxxx Xxxxxx |
| Xxxxxxxxx Xxxx, XX 00000 |
Jurisdiction of Organization: Missouri
UCC Filing Office: Secretary of State of Missouri
Prior Names: None
D/B/A Names: None
| Name: | DST Health Solutions, LLC |
| Address: | 0000 Xxxx Xxxxx |
| Xxxxxxxxxx, XX 00000 |
Jurisdiction of Organization: Delaware
UCC Filing Office: Secretary of State of Delaware
Prior Names: Synertech Health System Solutions, LLC, DST Health Solutions Systems, LLC and DST Health Solutions Services, LLC
D/B/A Names: None
| Exhibit D-3 |
| Name: | DST Global Solutions North America, LLC |
| Address: | 00 Xxxxxxx Xxxxxx |
| Xxxxxx, XX 00000 |
Jurisdiction of Organization: Delaware
UCC Filing Office: Secretary of State of Delaware
Prior Names: DSTi Mosiki, LLC
D/B/A Names: None
| Name: | iSpace Software Technologies, Inc. |
| Address: | 0000 Xxxx Xxxxx |
| Xxxxxxxxxx, XX 00000 |
Jurisdiction of Organization: California
UCC Filing Office: Secretary of State of California
Prior Names: None
D/B/A Names: None
| Name: | DST Brokerage Solutions, LLC |
| Address: | 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx |
| Xxxxxx Xxxx, XX 00000 |
Jurisdiction of Organization: Delaware
UCC Filing Office: Secretary of State of Delaware
Prior Names: None
D/B/A Names: None
| Name: | Finix Professional Services, LLC |
| Address: | 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx |
| Xxxxxx Xxxx, XX 00000 |
Jurisdiction of Organization: Delaware
UCC Filing Office: Secretary of State of Delaware
Prior Names: None
D/B/A Names: None
| Name: | Converge Systems, LLC |
| Address: | 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx |
| Xxxxxx Xxxx, XX 00000 |
| Exhibit D-4 |
Jurisdiction of Organization: Delaware
UCC Filing Office: Secretary of State of Delaware
Prior Names: None
D/B/A Names: None
| Name: | Xxxxxxx Products, Inc. |
| Address: | 00 Xxxxxxxxx Xxxxxx |
| Xxxxxx, XX 00000 |
Jurisdiction of Organization: New York
UCC Filing Office: Secretary of State of New York
Prior Names: None
D/B/A Names: None
| Name: | LTM Publishing, Inc. |
| Address: | 00 Xxxxxxxxx Xxxxxx |
| Xxxxxx, XX 00000 |
Jurisdiction of Organization: New York
UCC Filing Office: Secretary of State of New York
Prior Names: None
D/B/A Names: None
| Name: | XxXxx Xxxxxxx Co., Inc. |
| Address: | 00 Xxxx Xxxxx |
| Xxxxxx, XX 00000 |
Jurisdiction of Organization: New York
UCC Filing Office: Secretary of State of New York
Prior Names: None
D/B/A Names: None
| Name: | Third Party Educational Systems, Inc. |
| Address: | 00 Xxxx Xxxxxx, XX |
| Xxxxxxxxxxx, XX 00000 |
Jurisdiction of Organization: Minnesota
UCC Filing Office: Secretary of State of Minnesota
| Exhibit D-5 |
Prior Names: None
D/B/A Names: MasteryPoint Financial Technologies
| Name: | CFG Output LLC |
| Address: | 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx |
| Xxxxxx Xxxx, XX 00000 |
Jurisdiction of Organization: Delaware
UCC Filing Office: Secretary of State of Delaware
Prior Names: DST Output Fulfillment Group, LLC
D/B/A Names: None
| Name: | DST Intellisource, LLC |
| Address: | 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx |
| Xxxxxx Xxxx, XX 00000 |
Jurisdiction of Organization: Delaware
UCC Filing Office: Secretary of State of Delaware
Prior Names: None
D/B/A Names: None
| Name: | DST Healthcare Holdings, Inc. |
| Address: | 0000 Xxxx Xxxxx |
| Xxxxxxxxxx, XX 00000 |
Jurisdiction of Organization: Delaware
UCC Filing Office: Secretary of State of Delaware
Prior Names: DST Health Solutions Holdings, Inc.
D/B/A Names: None
| Exhibit D-6 |
