OMNIBUS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT, RECEIVABLES SALE AGREEMENT AND GUARANTY

Exhibit 10.2

EXECUTION VERSION

OMNIBUS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE
AGREEMENT, RECEIVABLES SALE AGREEMENT AND GUARANTY

OMNIBUS AMENDMENT NO. 1 (this “Amendment”) dated June 30, 2010 and effective as of the Amendment No. 1 Effective Date (as defined below), to (i) the Receivables Purchase Agreement dated as of October 1, 2009 (the “Receivables Purchase Agreement”) among FIS Receivables SPV, LLC (“SPV”), as seller, Fidelity National Information Services, Inc. (“FNIS”), as servicer, the entities party thereto as Initial Receivables Administrators, the banks and other financial institutions party thereto, as purchasers (the “Purchasers”), and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Agent”), (ii) the Receivables Sale Agreement dated as of October 1, 2009 (the “Receivables Sale Agreement”), among FNIS and each other subsidiary from time to time party thereto, as originators, SPV and FNIS, as SPV’s servicer and (iii) the Guaranty Agreement dated as of October 1, 2009 (the “Guaranty”), from FNIS and the other guarantors party thereto in favor of the Guaranteed Parties referred to therein.

RECITALS:

A. SPV and FNIS have advised the Purchasers that FNIS intends to amend and restate the FNIS Credit Agreement pursuant to an Amendment and Restatement Agreement dated June 29, 2010 and effective as of the Restatement Effective Date referred to therein (the “FNIS Credit Agreement Amendment”).

B. SPV and FNIS wish to have certain provisions of the Receivables Purchase Agreement, the Receivables Sale Agreement and the Guaranty be amended in the manner described herein in order to conform to certain changes being made to comparable provisions in the FNIS Credit Agreement pursuant to the FNIS Credit Agreement Amendment. The Purchasers party hereto (the “Consenting Purchasers”) and the Agent are willing to agree to such amendments on and subject to the terms and conditions set forth herein.

C. The parties hereto therefore agree as follows:

Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Receivables Purchase Agreement, the Receivables Sale Agreement or the Guaranty shall have the meaning assigned to such term in the Receivables Purchase Agreement, the Receivables Sale Agreement or the Guaranty, as the case may be. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” or “this Guaranty” and each other similar reference contained in the Receivables Purchase Agreement, the Receivables Sale Agreement or the Guaranty shall, on and after the Amendment No. 1 Effective

Date, refer to the Receivables Purchase Agreement, the Receivables Sale Agreement or the Guaranty, as the case may be, as amended hereby.

Section 2. Amendments of the Receivables Purchase Agreement.

(a) Section 1.1 of the Receivables Purchase Agreement is hereby amended by adding, in appropriate alphabetical order, the following defined terms:

(i) “Amendment No. 1” means the Omnibus Amendment No. 1 dated June 30, 2010 and effective as of the Amendment No. 1 Effective Date.

(ii) “Amendment No. 1 Effective Date” means the date on which Amendment No. 1 becomes effective pursuant to Section 6 thereof, which date is June 30, 2010.

(iii) “Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

(iv) “Dollar” and “$” means lawful money of the United States.

(v) “FNIS Credit Agreement Amendment” means the Amendment and Restatement Agreement dated June 29, 2010 and effective as of the Restatement Effective Date referred to therein, in respect of the FNIS Credit Agreement.

(vi) “Metavante Facility Pay-Off Date” means the date on which all “Obligations” under, and as defined in, the Metavante Credit Agreement (other than contingent indemnification obligations and any Specified Swap Agreements) are repaid in full.

(vii) “Metavante Transaction” means the Acquisition and all action taken in connection therewith or related thereto, including, without limitation, the merger, debt exchange, debt modification and securitization transactions associated therewith.

(b) The definitions of the following terms set forth in Section 1.1 of the Receivables Purchase Agreement are hereby amended as follows:

(i) Clause (f) of “Cash Equivalents” is hereby amended by:

(A) adding the words “time deposits,” immediately after the words “domestic and eurodollar” in the first line thereof, and

(B) replacing the word “dollar” in the fourth line thereof with the word “Dollar”.

(ii) Clause (d) of “Indebtedness” is hereby amended by changing the word “therefore” in the last line thereof to read “therefor”.

(iii) “Defaulting Purchaser” is hereby amended to read in full as follows:

“Defaulting Purchaser” means any Purchaser that (a) has failed, within one Business Day of the date required to be funded or paid, to (i) fund any portion of its Capital Investment required to be funded by it hereunder or (ii) to pay over to the Agent or any other Purchaser any other amount required to be paid by it hereunder, unless (A) in the case of clause (i) above, such Purchaser notifies the Agent and FNIS in writing that such failure is the result of such Purchaser’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied or (B) in the case of clause (ii) above, such Purchaser notifies the Agent and FNIS in writing that the failure to pay such other amount is the subject of a good faith dispute, (b) has notified FNIS, the Agent or any other Purchaser in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Purchaser’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding any portion of its Capital Investment under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Agent, another Purchaser or FNIS, acting in good faith, to provide a certification

in writing from an authorized officer of such Purchaser that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective portions of its Capital Investment required to be funded by it under this Agreement, provided that such Purchaser shall cease to be a Defaulting Purchaser pursuant to this clause (c) upon the FNIS’s, the Agent’s and, if applicable, such other Purchaser’s receipt of such certification in form and substance satisfactory to it and the Agent, or (d) has become the subject of a Bankruptcy Event.

(iv) “Responsible Officer” is hereby amended by:

(A) adding the words “corporate executive” before the words “vice president” in the first line thereof, and

(B) adding the words “or Amendment No. 1 Effective Date” after the words “any document delivered on the Closing Date” in the fourth line thereof.

(v) “Specified Responsible Officer” is hereby amended to read in full as follows:

“Specified Responsible Officer” means the chief executive officer, president, chief operating officer, chief financial officer, treasurer, chief accounting officer or chief legal officer of the Seller or Servicer, as the context requires.

(vi) “Transaction Documents” is hereby amended by adding the words “, Amendment No. 1,” after the words “the Control Agreements” in the second line thereof.

(c) The definitions of the following terms set forth in Section 1.1 of the Receivables Purchase Agreement are hereby amended to change each reference therein to “Closing Date” to read instead “Amendment No. 1 Effective Date”: “Continuing Directors”, “Guarantee” and “Unrestricted Subsidiary”.

(d) Section 4.2(j) of the Receivables Purchase Agreement is hereby amended by replacing the words “As of the Closing Date (after giving effect to the Acquisition)” in the first and second lines thereof with the words “As of the Amendment No. 1 Effective Date”.

(e) Clause (iv) of the first proviso to paragraph (a) of Section 9.1 of the Receivables Purchase Agreement is hereby restated in its entirety as follows:

“(iv) except in the case of an assignment by a Purchaser to another Purchaser (who is not then a Defaulting Purchaser) or an Affiliate of a Purchaser (who is not then a Defaulting Purchaser) if such Affiliate is a

bank having a combined capital and surplus of not less than $100,000,000 (or in the case of foreign banks, the Dollar equivalent thereof), the consent of the Agent and, unless an Event of Termination has occurred and is continuing, the Seller shall first have been obtained (which consent may not be unreasonably withheld)”

(f) Pursuant to the provisions of Section 11.3 of the Receivables Purchase Agreement, the notice addresses for each of the Transaction Parties is hereby changed to:

Fidelity National Information Services, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxxx, Treasurer
Tel: 000-000-0000
Fax: 000-000-0000
E-Mail: Xxxx.Xxxxxx@xxxxxxxxx.xxx

With a required copy to:

Fidelity National Information Services, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxxxxx, Chief Legal Officer
Tel: 000-000-0000
Fax: 000-000-0000
E-Mail: Xxxxxxxxx@xxx.xxx

(g) Schedule VI (Subsidiaries) and Schedule VII (Unrestricted Subsidiaries) of the existing Receivables Purchase Agreement are hereby replaced with Schedule VI and Schedule VII hereto, respectively.

(h) Upon the occurrence of the Metavante Facility Pay-Off Date, the Receivables Purchase Agreement shall be further amended as follows:

(i) Section 1.1 of the Receivables Purchase Agreement shall be amended by deleting in their entirety the following defined terms: “Guaranty Protection Repurchase Obligation”, “Guaranty Protection Termination”, “Guaranty Protection Termination Date” and “Repurchase Amount”.

(ii) The definition of “Capital Investment” set forth in Section 1.1 of the Receivables Purchase Agreement shall be amended by deleting the words “or Repurchase Amounts” from the fourth line thereof and from the seventh line thereof.

(iii) The definition of “Immaterial Subsidiaries” set forth in Section 1.1 of the Receivables Purchase Agreement shall be amended by deleting the last sentence thereof.

(iv) The definition of “Obligations” set forth in Section 1.1 of the Receivables Purchase Agreement shall be amended by deleting the words “and Guaranty Protection Repurchase Obligation” from the sixth and seventh lines thereof.

(v) The definition of “Originator” set forth in Section 1.1 of the Receivables Purchase Agreement shall be amended by deleting the proviso thereto.

(vi) The definition of “Restricted Subsidiary” set forth in Section 1.1 of the Receivables Purchase Agreement shall be amended by deleting the parenthetical clause “(including in any event Metavante Holdings and Metavante Corporation)” from the end thereof.

(vii) Section 2.3(b) of the Receivables Purchase Agreement shall be deleted in its entirety and replaced with the words “[Intentionally omitted.]”.

(viii) Section 2.5(a) of the Receivables Purchase Agreement shall be amended by:

(A) deleting the words “and on any Guaranty Protection Termination Date” from the first and second lines thereof, and

(B) deleting the words “or repurchase pursuant to any Guaranty Protection Repurchase Obligation, as applicable,” from the third line thereof.

(ix) Section 2.10(a) of the Receivables Purchase Agreement shall be amended by deleting the parenthetical clause “(including any Repurchase Amount)” from the second line thereof.

(x) Section 5.5(j) of the Receivables Purchase Agreement shall be amended by deleting the proviso to the second sentence thereof.

(xi) Section 7.1(e) of the Receivables Purchase Agreement shall be amended by:

(A) adding the word “or” directly before the words “(iii) an “Event of Default”” in the second from last line thereof, and

(B) deleting the words “;or (iv) an “Event of Default” shall exist under (as defined in) the Metavante Credit Agreement (or any refinancing thereof)” from the end thereof.

Section 3. Amendment of the Receivables Sale Agreement.

(a) Section 3.01(k) of the Receivables Sale Agreement is hereby amended by replacing the words “As of the Closing Date (after giving effect to the Acquisition)” in the first and second lines thereof with the words “As of the Amendment No. 1 Effective Date”.

(b) Upon the occurrence of the Metavante Facility Pay-Off Date, the Receivables Sale Agreement shall be further amended as follows:

(i) Paragraph (e) of Section 2.02 of the Receivables Sale Agreement shall be amended by deleting the words “or Guaranty Protection Repurchase Obligation” from the third and fourth lines thereof.

(ii) Paragraph (b) of Section 2.03 of the Receivables Sale Agreement shall be amended by deleting the proviso to the second sentence thereof.

(iii) Section 7.01 of the Receivables Sale Agreement shall be amended by deleting the proviso to the first sentence thereof.

(iv) Paragraph (d) of Section 7.03 of the Receivables Sale Agreement shall be deleted in its entirety.

(v) The Form of Subordinated Note attached as Exhibit A to the Receivables Sale Agreement shall be amended as follows:

(A) deleting the words “”Guaranty Protection Repurchase Obligations” from the thirteenth line of Section 4 thereof,

(B) deleting the words “or “Guaranty Protection Repurchase Obligations”” from the fifth line of Section 5 thereof, and

(C) deleting the words “or “Guaranty Protection Repurchase Obligations”” from the eighth and ninth lines of Section 5 thereof.

Section 4. Amendments of the Guaranty.

(a) The first paragraph of Section 7 of the Guaranty is hereby amended by replacing the words “and (ii) the date” in the third line thereof with the words

“and (iii) the date”.

(b) Annex A to the Guaranty is hereby amended by adding, in appropriate alphabetical order, the following defined terms:

(i) “FNIS Facility Pay-Off Date” means the date on which (i) all “Obligations” under, and as defined in, the FNIS Credit Agreement (other than contingent indemnification obligations) are repaid in full, (ii) all letters of credit thereunder are terminated or cash-collateralized and (iii) all commitments thereunder are terminated.

(ii) “Included Debt” has the meaning specified in the proviso to Section 3 of Annex D.

(iii) “Leveraged Recapitalization Transaction” means, collectively, (a) the execution, delivery and performance by the FNIS Loan Parties of the FNIS Credit Agreement Amendment, (b) the funding of “Additional Term Loans” (as defined in the FNIS Credit Agreement) pursuant to Section 2.16(a)(i) of the FNIS Credit Agreement and in accordance with the other applicable provisions of Section 2.16 of the FNIS Credit Agreement, (c) the funding of the Senior Notes and the execution and delivery by the applicable Consolidated Companies of the documentation associated therewith and the performance of their obligations thereunder, (d) the consummation of the share repurchase contemplated by Section 7.06(g) of the FNIS Credit Agreement and the execution and delivery by the applicable Consolidated Companies of the documentation associated therewith and the performance of their obligations thereunder, (e) the repayment in full of the indebtedness outstanding under the Metavante Credit Agreement and (f) the payment of the fees and expenses incurred in connection with any of the foregoing.

(iv) “Permitted Senior Indebtedness” means any unsecured Indebtedness (other than Permitted Subordinated Indebtedness) that (a) is not scheduled to mature prior to the date that is 91 days after (i) prior to the occurrence of the FNIS Facility Pay-Off Date, the stated maturity date for the latest maturing “Tranche” of “Term Loans” (each as defined in the FNIS Credit Agreement) outstanding on the date of incurrence of such Permitted Senior Indebtedness and (ii) thereafter, the Termination Date, (b) has no scheduled amortization or payments of principal prior to (i) prior to the occurrence of the FNIS Facility Pay-Off Date, the stated maturity date for the latest maturing Tranche of Term Loans outstanding on the date of incurrence of such Permitted Senior Indebtedness and (ii) thereafter, the Termination Date and (c) has mandatory prepayment, repurchase or redemption provisions no more onerous or expansive in scope, taken as a whole, than those contained in the FNIS Credit Agreement for the Term Loans (as defined in the FNIS Credit Agreement)

or are otherwise reasonably acceptable to the Agent.

(v) “Qualified Equity Interests” means Equity Interests of FNIS other than Disqualified Equity Interests.

(vi) “Ratio Trigger Date” has the meaning specified in Section 10(a)(i) of Annex D.

(vii) “Restricted Prepayment” has the meaning specified in Section 11 of Annex D.

(viii) “Senior Notes” has the meaning specified in Section 3(y) of Annex D.

(ix) “Senior Note Permitted Amount” means, at any time, the excess, if any, of (a) $3,400,000,000 over (b) the sum of (x) the aggregate amount of the “Specified Term A-2 Loans” (as defined in the FNIS Credit Agreement) established at or prior to such time pursuant to ýSection 2.16(a)(ii) of the FNIS Credit Agreement and (y) the aggregate amount of the additional “Term Commitments” (as defined in the FNIS Credit Agreement) established at or prior to such time pursuant to ýSection 2.16(a)(i) of the FNIS Credit Agreement.

(x) “Senior Secured Leverage Ratio” means, as of the end of any fiscal quarter of FNIS for the four fiscal quarter period ending on such date, the ratio of (a) Total Secured Indebtedness on the last day of such period to (b) Consolidated EBITDA of the Consolidated Companies for such period; provided that the amount of Total Secured Indebtedness determined pursuant to clause (a) above at any date shall be reduced (i) by the amount of any outstanding “Swing Line Loans” or “Revolving Credit Loans” (each as defined in the FNIS Credit Agreement) drawn for the purpose of card settlements so long as (x) such Swing Line Loans and Revolving Credit Loans are repaid within three Business Days after the applicable date regarding which the Senior Secured Leverage Ratio is calculated and (y) FNIS certifies as to the amount of such Swing Line Loans and Revolving Credit Loans and such repayment in the applicable Compliance Certificate (delivered under the FNIS Credit Agreement) and (ii) in the case of any such Indebtedness of a Majority-Owned Subsidiary, by an amount directly proportional to the amount (if any) by which Consolidated EBITDA determined pursuant to clause (b) above for such date was reduced (including through the calculation of Consolidated Net Income) by the elimination of a minority interest in such Majority-Owned Subsidiary owned by a Person other than a Consolidated Company.

(xi) “Specified Debt” has the meaning specified in the proviso to Section 3 of Annex D.

(xii) “Specified Debt Test” has the meaning specified in the proviso to Section 3 of Annex D.

(xiii) “Specified Disposition” means any sale, transfer or other disposition, or series of related sales, transfers or other dispositions (other than (x) in the ordinary course of business or (y) among Consolidated Companies), (a) that involves assets comprising all or substantially all of an operating unit of a business or common Equity Interests of any Person, in each case owned by any Restricted Company and (b) the total consideration in respect of which exceeds $10,000,000.

(xiv) “Total Secured Indebtedness” means, without duplication, (a) the aggregate Outstanding Amount of all Capital Investments and all FNIS Loans and Metavante Loans, the aggregate undrawn amount of all outstanding trade “Letters of Credit” and all “Unreimbursed Amounts” (each, as defined in the FNIS Credit Agreement) and (b) all other Indebtedness of the Consolidated Companies of the type referred to in clauses (a), (b) (but solely in respect of letters of credit and bankers’ acceptances, and solely to the extent drawn and not yet reimbursed), (d), (e), (f) and (h) of the definition thereof and all Guarantees of FNIS and its Subsidiaries in respect of such Indebtedness of any other Person, in each case (i) that is secured by any asset of the Consolidated Companies and (ii) other than Specified Non-Recourse Indebtedness.

(c) Annex A to the Guaranty is hereby amended by deleting in their entirety the following defined terms: “Exchange Companies” and “Guarantee”.

(d) The definitions of the following terms set forth in Annex A to the Guaranty are hereby amended as follows:

(i) “Consolidated EBITDA” is hereby amended by:

(A) in clause (b)(viii) thereof, replacing the word “Acquisition” in the second line thereof with the words “Leveraged Recapitalization Transaction, the Metavante Transaction”,

(B) in clause (b)(xiii) thereof, replacing the word “Acquisition” in the third line thereof with the words “Metavante Transaction”,

(D) restating clause (d) in its entirety as:

“(d) excluding the effects of

(i) any unrealized losses or gains in respect of Swap Contracts, and

(ii) any losses or gains in respect of purchase accounting adjustments for earnout obligations arising from acquisitions,”.

(ii) “Consolidated Interest Charges” is hereby amended in clause (a)(i) thereof by adding the words “and the Leveraged Recapitalization Transaction” after the words “the Transaction”.

(iii) “Disqualified Equity Interests” is hereby amended by replacing the words “91 days after the Termination Date” in the last line thereof with the words “91 days after (i) prior to the occurrence of the FNIS Facility Pay-Off Date, the stated maturity date for the latest maturing “Tranche” of “Term Loans” (each as defined in the FNIS Credit Agreement) outstanding on the date of issuance of such Equity Interest and (ii) thereafter, the Termination Date”.

(iv) “Leasing Companies” is hereby amended to read in full as follows:

“Leasing Companies” means FIS Capital Leasing, Inc. and its Subsidiaries.

(v) “Leverage Ratio” is hereby amended by replacing the words “credit card settlements” in the eighth line thereof with the words “card settlements”.

(vi) “Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” is hereby amended by:

(A) replacing clause (a) thereof in full with the following new clause (a):

“(a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included and (ii) in the case of a Specified Disposition described in the definition of “Specified Transaction”, shall be excluded,”

(B) replacing the words “Leverage Ratio or each of the financial covenants set forth in Section 10 of Annex D in

respect of a Specified Transaction” in the second, third and fourth lines thereof with the words “Leverage Ratio, Senior Secured Leverage Ratio or each of the financial covenants set forth in Section 10 of Annex D, in each case in respect of a Specified Transaction”, and

(C) adding the words “, the Senior Secured Leverage Ratio” immediately after the words “the Leverage Ratio” in the second line of the proviso thereto.

(vii) “Restricted Payment” is hereby amended by adding the following sentence at the end thereof: “The amount expended in any Restricted Payment, if other than in cash, will be deemed to be the fair market value of the relevant non-cash assets, as determined in good faith by the board of directors of FNIS and evidenced by a board resolution.”

(viii) “Specified Transaction” is hereby amended to read in full as follows:

“Specified Transaction” means, any Investment, Restricted Payment, Restricted Prepayment, designation of an Unrestricted Subsidiary, or incurrence of Indebtedness in respect of which compliance with the financial covenants set forth in ýSection 10 of Annex D, or the Senior Secured Leverage Ratio, is by the terms of the Guaranty required to be calculated on a Pro Forma Basis, or any Specified Disposition.

(e) Section 10 of Annex B to the Guaranty is hereby amended to change the reference therein to “As of the Closing Date (after giving effect to the Acquisition)” to read instead “As of the Amendment No. 1 Effective Date”.

(f) Section 11 of Annex C to the Guaranty is hereby amended to change each reference therein to “Closing Date” to read instead “Amendment Xx. 0 Xxxxxxxxx Xxxx”.

(x) Xxxxxxxxx (x) of Section 2 of Annex C to the Guaranty is hereby amended by replacing the words “no later than five days” in the first line thereof with the words “no later than five Business Days”.

(h) Paragraph (a) of Section 12 of Annex C to the Guaranty is hereby amended by:

(i) deleting the word “and” in the seventh line thereof at the end of clause (1) in the first parenthetical clause thereof and replacing it with a comma,

(ii) adding the words “and (3) any Securitization Vehicle” in the ninth line thereof at the end of the first parenthetical clause thereof,

(iii) deleting the word “and” in the fifteenth line thereof at the end of clause (1) in the second parenthetical clause thereof and replacing it with a comma, and

(iv) adding the words “and (3) any Securitization Vehicle” in the seventeenth line thereof at the end of the second parenthetical clause thereof.

(i) Annex D to the Guaranty is hereby amended and restated in its entirety as set forth on Annex D attached hereto.

(j) Schedule 1 (Subsidiaries), Schedule 2(b) (Liens), Schedule 3 (Investments), Schedule 4 (Indebtedness), Schedule 5 (Transactions with Affiliates) and Schedule 6 (Burdensome Agreements) are hereby replaced with Schedule 1, Schedule 2(b), Schedule 3, Schedule 4, Schedule 5 and Schedule 6 attached hereto, respectively.

(k) Upon the occurrence of the Metavante Facility Pay-Off Date, the Guaranty shall be further amended as follows:

(i) The second paragraph of Section 1 of the Guaranty shall be amended by deleting the words “Guaranty Protection Repurchase Obligations,” from the fifth and sixth lines thereof.

(ii) Clause (iii) of Section 11 of Annex C to the Guaranty shall be amended by replacing the words “neither the borrower under the Metavante Credit Agreement nor any” in the beginning thereof with the word “no”.

Section 5. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of SPV, FNIS, the Originators and the Subsidiary Guarantors (collectively, the “Specified Transaction Parties”) hereby jointly and severally represent and warrant to the Agent and each Purchaser as follows:

(a) The execution, delivery and performance by such Specified Transaction Party of this Amendment are (i) within such Specified Transaction Party’s corporate or other organizational powers, (ii) have been duly authorized by all necessary corporate, shareholder or other organizational action, and (iii) do not and will not (A) contravene the terms of such Specified Transaction Party’s Organization Documents, (B) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 1 of Annex D to the Guaranty), or require any payment to be made under any (1) documentation governing any Permitted Subordinated Indebtedness, (2)

any other Contractual Obligation to which such Specified Transaction Party is a party or affecting such Specified Transaction Party or the properties of such Specified Transaction Party or any of its Subsidiaries or (3) any order, injunction, writ or decree, of or with any Governmental Authority or any arbitral award to which such Specified Transaction Party or its property is subject; or (C) violate, in any material respect, any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (B) to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

(b) This Amendment has been duly executed and delivered by each of the Specified Transaction Parties. This Amendment (as of the date hereof and as of the Amendment No. 1 Effective Date) constitutes legal, valid and binding obligations of each Specified Transaction Party, enforceable against such Specified Transaction Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights generally and by general principles of equity.

(c) The representations and warranties applicable to each Transaction Party contained in Article IV of the Receivables Purchase Agreement, Article III of the Receivables Sale Agreement, Annex B to the Guaranty and any other Transaction Documents that are qualified by materiality are true and correct, and the representations and warranties that are not so qualified are true and correct in all material respects, in each case on and as of the date hereof (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warranty is true and correct in all material respects as of such earlier date).

(d) After giving effect to this Amendment and the transactions contemplated hereby, no Event of Termination has occurred and is continuing.

Section 6. Conditions To Effectiveness of Amendment. This Amendment shall become effective upon the satisfaction of the following conditions (the date that all such conditions are so satisfied, the “Amendment No. 1 Effective Date”):

(a) The conditions set forth in Section 3.2(i), (ii) and (iii) of the Receivables Purchase Agreement shall be satisfied on and as of the Amendment No. 1 Effective Date, and the Agent shall have received a certificate dated as of the Amendment No. 1 Effective Date, and signed by a Responsible Officer of each of FNIS and the SPV, to such effect.

(b) The Agent shall have received the favorable legal opinions of counsel to each of the Specified Transaction Parties addressed to the Agent and each Purchaser dated the Amendment No. 1 Effective Date, which opinions shall be in form and substance substantially similar to those delivered in connection

with the Receivables Purchase Agreement.

(c) The Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Transaction Party, the authorization of execution, delivery and performance of this Amendment and any other legal matters relating to the Transaction Documents, all in form and substance reasonably satisfactory to the Agent and its counsel.

(d) The Agent shall have received payment from FNIS or SPV, for the account of each Consenting Purchaser that executes and delivers a counterpart signature page to this Amendment at or prior to 12:00 p.m., New York City time, on June 30, 2010 (or such later time as FNIS shall agree, in its sole discretion), an upfront fee (the “Consent Fee”) in an aggregate amount equal to 0.125% of the aggregate amount of the Commitments held by each of the Consenting Purchasers. The Consent Fees shall be payable on the Amendment No. 1 Effective Date (upon the satisfaction of all other conditions for the occurrence thereof), in immediately available funds and, once paid, such fee or any part thereof shall not be refundable.

(e) FNIS shall have paid (upon the satisfaction of all other conditions set forth in this Amendment) all fees and other amounts due and payable pursuant to this Amendment and the letter agreement dated June 21, 2010 between FNIS, SPV, JPMCB and X.X. Xxxxxx Securities Inc., including, to the extent invoiced, reimbursement or payment of reasonable out-of-pocket expenses in connection with this Amendment and any other out-of-pocket expenses of the Agent required to be paid or reimbursed pursuant to the Transaction Documents, including the reasonable fees, charges and disbursements of counsel for the Agent.

(f) Since December 31, 2009, there has been no change, occurrence or development that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.

The Agent shall notify FNIS, SPV and the Purchasers of the Amendment No. 1 Effective Date and such notice shall be conclusive and binding.

Section 7. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Section 8. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery by telecopier, pdf or other electronic means of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

Section 9. Incorporation of Certain Terms. Sections 11.9, 11.12, 11.13

and 11.14 of the Receivables Purchase Agreement shall apply to this Amendment mutatis mutandis as set out in full therein.

[The remainder of this page is intentionally blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.


FIS RECEIVABLES SPV, LLC
By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Senior Vice President and Treasurer


FIDELITY NATIONAL INFORMATION SERVICES, INC.
By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Senior Vice President and Treasurer

OTHER ORIGINATORS


CHEX SYSTEMS, INC. FIDELITY NATIONAL TRANSACTION SERVICES, INC.
By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Authorized Signatory

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 1


		ORIGINATORS

		ASSET EXCHANGE, INC.
		ATM MANAGEMENT SERVICES, INC.
		AURUM TECHNOLOGY, LLC
		EFUNDS CORPORATION
		EFUNDS IT SOLUTIONS GROUP, INC.
		FIDELITY INFORMATION SERVICES, INC.
		FIDELITY NATIONAL CARD SERVICES, INC.
		FIDELITY NATIONAL E-BANKING SERVICES, INC.
		FIDELITY NATIONAL FIRST BANKCARD SYSTEMS, INC.
		FIDELITY NATIONAL INFORMATION SERVICES, LLC
		FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.
		FIS CORE PROCESSING SERVICES, LLC
		FIS ITEM PROCESSING SERVICES, LLC
		FIS MANAGEMENT SERVICES, LLC FIS OUTPUT SOLUTIONS, LLC INTERCEPT, INC. XXXXXX, INC. XXXXXXX COMPUTER ASSOCIATES, LLC
		XXXXXXX SOFTWARE, LTD. SECOND FOUNDATION, INC. WCS ADMINISTRATIVE SERVICES, INC.
		WILDCARD SYSTEMS, INC.



By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Senior Vice President and Treasurer

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 1

SUBSIDIARY GUARANTORS

CERTEGY CHECK SERVICES, INC.
CERTEGY PAYMENT RECOVERY SERVICES, INC.
CHEX SYSTEMS COLLECTION AGENCY,INC.
CLEARCOMMERCE CORPORATION
DEPOSIT PAYMENT PROTECTION SERVICES INC.
FIDELITY NATIONAL PAYMENT SERVICES, INC.
FIDELITY NATIONAL TRANSACTION SERVICES INC.
FIS CAPITAL LEASING, INC.
FIS CAPITAL, LLC
METAVANTE PAYMENT SERVICES AZ CORPORATION
METAVANTE PAYMENT SERVICES, LLC


By:	Xxxx Xxxxxx

	Name:	Xxxx Xxxxxx
	Title:	Authorized Signatory

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 1

ADMINISOURCE COMMUNICATIONS, INC.
ADVANCED FINANCIAL SOLUTIONS, INC.
ANALYTIC RESEARCH TECHNOLOGIES INC.
ASSET EXCHANGE, INC.
ATM MANAGEMENT SERVICES, INC.
AURUM TECHNOLOGY, LLC
BENSOFT, INCORPORATED
CARD BRAZIL HOLDINGS, INC.
CHEX SYSTEMS, INC.
DELMARVA BANK DATA PROCESSING CENTER, LLC
EFD ASIA, INC.
EFUNDS CORPORATION
EFUNDS GLOBAL HOLDINGS CORPORATION
EFUNDS IT SOLUTIONS GROUP, INC.
ENDPOINT EXCHANGE LLC
FIDELITY INFORMATION SERVICES INTERNATIONAL HOLDINGS, INC.
FIDELITY INFORMATION SERVICES INTERNATIONAL, LTD.
FIDELITY INFORMATION SERVICES INC.
FIDELITY INTERNATIONAL RESOURCE MANAGEMENT, INC.
FIDELITY NATIONAL ASIA PACIFIC HOLDINGS, LLC.
FIDELITY NATIONAL CARD SERVICES, INC.
FIDELITY NATIONAL E-BANKING SERVICES INC
FIDELITY NATIONAL FIRST BANKCARD SYSTEMS, INC.
FIDELITY NATIONAL GLOBAL CARD SERVICES, INC.
FIDELITY NATIONAL INFORMATION SERVICES, LLC
FIDELITY NATIONAL INFORMATION SOLUTIONS INC,
FIDELITY OUTSOURCING SERVICES INC
FIS CORE PROCESSING SERVICES, LLC
FIS ITEM PROCESSING SERVICES, LLC
FIS MANAGEMENT SERVICES, LLC
FIS OUTPUT SOLUTIONS, LLC
GHR SYSTEMS, INC.
INTERCEPT, INC.
XXXXXXXX COMPANY LLC
XXXXXXXX CORPORATION
LINK2GOV CORP.
MBI BENEFITS, INC.
METAVANTE ACQUISITION COMPANY II LLC
METAVANTE CORPORATION
METAVANTE HOLDINGS, LLC
METAVANTE OPERATIONS RESOURCES CORPORATION
NEVER COMPROMISE, LLC
NYCE PAYMENTS NETWORK, LLC
PAYMENT SOUTH AMERICA HOLDINGS INC.
XXXXXX, INC.
PRIME ASSOCIATES, INC.
XXXXXXX COMPUTER ASSOCIATES, LLC
XXXXXXX SOFTWARE, LTD.
SECOND FOUNDATION, INC.
TREEV LLC
VALUTEC CARD SOLUTIONS, LLC
VECTORSGI, INC.
VICOR, INC.
WCS ADMINISTRATIVE SERVICES, INC.
WILDCARD SYSTEMS, INC.



By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Senior Vice President and Treasurer

SIGNATURE PAGE TO OMNIBUS AMENDMENT XX. 0


XXXXXXXX XXXXX XXXX, X.X., as Agent
By:	/s/ Xxx X. Xxxxx
	Name:	Xxx X. Xxxxx
	Title:	Vice President




[Name of Purchaser:]
By:	[On file with Administrative Agent]
	Name:
	Title:

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 1

Annex D

Form of Annex D to the Guaranty

EXECUTION VERSION

ANNEX D
NEGATIVE COVENANTS

Section 1. Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) (i) Liens pursuant to any Transaction Document, (ii) Liens granted by the FNIS Loan Parties pursuant to any FNIS Loan Document and (iii) Liens granted by the Metavante Loan Parties pursuant to any Metavante Loan Document;

(b) Liens existing on the Amendment No. 1 Date and listed on Schedule 2(b) and any modifications, replacements, refinancings, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 3, and (B) proceeds and products thereof and (ii) the modification, replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens (if such obligations constitute Indebtedness) is permitted by Section 3;

(c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than 30 days, or, if more than 30 days overdue, (i) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or (ii) with respect to which the failure to make payment could not reasonably be expected to have a Material Adverse Effect;

(d) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than 30 days or, if more than 30 days overdue, (i) no action has been taken to enforce such Lien, (ii) such Lien is being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or (iii) with respect to which the failure to make payment as to all such amounts, in the aggregate, could not reasonably be expected to have a Material Adverse Effect;

(e) (i) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, (ii) Liens incurred in the ordinary course of business securing insurance premiums or reimbursement obligations under insurance policies or (iii) obligations in respect of letters of credit or bank guarantees that have been posted

by a Restricted Company to support the payment of the items set forth in clauses (i) and (ii) of this Section 1(e);

(f) (i) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds, performance and completion guarantees and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business and (ii) obligations in respect of letters of credit or bank guarantees that have been posted by a Restricted Company to support the payment of items set forth in clause (i) of this Section 1(f);

(g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, do not in any case materially and adversely interfere with the ordinary conduct of the business of the applicable Person;

(h) Liens securing judgments for the payment of money not constituting an Event of Termination under paragraph (h) of Section 7.1 of the Receivables Purchase Agreement;

(i) Liens arising in connection with the Cash Management Practices, including Liens securing borrowings from financial institutions and their Affiliates permitted under Section 3(m) to the extent specified in the definition of “Cash Management Practices”;

(j) (i) leases, licenses, subleases or sublicenses granted to other Persons in the ordinary course of business which do not (A) interfere in any material respect with the business of FNIS or any of its material Restricted Subsidiaries or (B)) secure any Indebtedness (other than any obligation that is Indebtedness solely as a result of the operation of clause (e) of the definition thereof) and (ii) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by any Restricted Company or by a statutory provision to terminate any such lease, license, franchise, grant or permit or to require periodic payments as a condition to the continuance thereof;

(k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(l) Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry and (iv) of financial institutions

funding the Vault Cash Operations in the cash provided by such institutions for such Vault Cash Operations;

(m) Liens (i) (A) on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 2(h) and (l) and to be applied against the purchase price for such Investment, and (B) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 5 and (ii) on xxxx xxxxxxx money deposits made by any Restricted Company in connection with any letter of intent or purchase agreement permitted hereunder;

(n) Liens on property of any Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary to the extent permitted under Section 3;

(o) Liens in favor of any Restricted Company securing Indebtedness permitted under Section 3(e) or other obligations other than Indebtedness owed by a Restricted Company to another Restricted Company;

(p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary, in each case after the date hereof and any modifications, replacements, renewals or extensions thereof; provided that (i) in the case of Liens securing purchase money Indebtedness or Capitalized Leases, (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens and (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and after-acquired property subjected to a Lien pursuant to terms existing at the time of such acquisition, it being understood that such requirement to pledge after-acquired property shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition); provided that individual equipment financings otherwise permitted to be secured hereunder provided by one Person (or its Affiliates) may be cross collateralized to other such financings provided by such Person (or its affiliates), (ii) in the case of Liens securing Indebtedness other than purchase money Indebtedness or Capitalized Leases, (A) such Liens do not extend to the property of any Person other than the Person acquired or formed to make such acquisition and the subsidiaries of such Person and (B) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary and (iii) the Indebtedness secured thereby (or, as applicable, any modifications, replacements, renewals or extensions thereof) is permitted under Section 3;

(q) Liens arising from precautionary UCC financing statement filings (or similar filings under applicable Law) regarding leases entered into by FNIS or any of its Restricted Subsidiaries in the ordinary course of business (and Liens consisting of the interests or title of the respective lessors thereunder);

(r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Restricted Company in the ordinary course of business not prohibited by this Guaranty;

(s) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness (other than Indebtedness described in clause (e) of the definition thereof), (ii) relating to pooled deposit or sweep accounts of any Restricted Company to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of such Restricted Company and (iii) relating to purchase orders and other similar agreements entered into in the ordinary course of business;

(t) Liens securing obligations permitted under Section 3(u) to the extent specified therein;

(u) Liens on the assets of a Securitization Vehicle securing Indebtedness under any Securitization Financing permitted under Section 3(v);

(v) Liens securing the Specified Non-Recourse Indebtedness permitted under Section 3(f) to the extent specified therein;

(w) any pledge of the Equity Interests in an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary, to the extent such pledge constitutes an Investment permitted under this Agreement; and

(x) other Liens securing Indebtedness or other obligations outstanding in an aggregate principal amount not to exceed the greater of (i) 3.5% of Total Consolidated Assets and (ii) $150,000,000.

Section 2. Investments. Make or hold any Investments, except:

(a) Investments by a Restricted Company in assets that were Cash Equivalents when such Investment was made, and the holding of cash at any time by a Restricted Company;

(b) loans or advances to directors, officers, members of management, employees and consultants of a Restricted Company in an aggregate amount not to exceed $20,000,000 at any time outstanding, for business related travel, entertainment, relocation and analogous ordinary business purposes or in connection with such Person’s purchase of Equity Interests of FNIS;

(c) Investments (i) by such FNIS Loan Party in any other FNIS Loan Party, (ii) by FNIS or any of its Domestic Subsidiaries in FNIS or any of its Domestic Subsidiaries, (iii) by any Restricted Subsidiary that is not a FNIS Loan Party in any Restricted Company and (iv) by any FNIS Loan Party in any Restricted Subsidiary that is not a FNIS Loan Party in an aggregate amount for all

such Investments under this clause (iv) not to exceed, at the time such Investment is made and after giving effect to such Investment, the sum of (1) $100,000,000, plus (2) the amount (if positive) by which 5% of the Total Consolidated Assets exceeds the aggregate amount of all Investments in Unrestricted Subsidiaries made or deemed to be made pursuant to Section 2(n), plus (3) the aggregate amount of any cash repayment of or return on such Investments theretofore received by the FNIS Loan Parties;

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

(e) Investments consisting of Liens, Indebtedness, Dispositions and Restricted Payments permitted under Sections 1, 3, 5 and 6, respectively;

(f) Investments existing or contemplated on the Amendment No. 1 Effective Date (including those in the Brazilian Joint Venture) and set forth on Schedule 3 and any modification, replacement, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 2;

(g) promissory notes and other noncash consideration received in connection with Dispositions permitted by Section 5;

(h) the purchase or other acquisition of all or substantially all of the property and assets or business of, any Person or of assets constituting a business unit, a line of business or division of such Person, or of more than 50% of the Equity Interests in a Person that, upon the consummation thereof, will be owned directly by FNIS or one or more of its wholly owned Subsidiaries (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 2(h) (each, a “Permitted Acquisition”):

(i) FNIS and any such newly created or acquired Subsidiary shall, or will within the times specified therein, have complied with the requirements of Section 12 of Annex C, as the case may be;

(ii) any Indebtedness incurred in connection with such acquisition by FNIS or any Restricted Subsidiary shall be permitted by Section 3;

(iii) (A) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Event of Termination shall have occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition, FNIS shall be in

Pro Forma Compliance with all of the covenants set forth in Section 10, in each case such compliance to be determined on the basis of the financial information most recently delivered to the Agent and the Purchasers (either pursuant to Section 1 of Annex C or in any subsequent delivery of financial information by FNIS to the Agent prior to such purchase or other acquisition) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby and, with respect to each such purchase or other acquisition having total consideration in excess of $100,000,000, evidenced by a certificate from the chief financial officer (or other equivalent officer) of FNIS demonstrating such compliance calculation in reasonable detail;

(iv) if the total consideration of such Permitted Acquisition exceeds $100,000,000, FNIS shall have delivered to the Agent, on behalf of the Purchasers, no later than five Business Days after the date on which any such purchase or other acquisition is consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Agent, certifying that all of the requirements set forth in this Section 2(h) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; and

(v) such purchase or other acquisition was approved by the board of the directors (or other applicable governing body) of the Person being acquired;

(i) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(j) Investments and transfers of funds among the Consolidated Companies that are made in accordance with the Cash Management Practices;

(k) advances of payroll payments to employees in the ordinary course of business;

(l) Guarantees by a Restricted Company of leases (other than Capitalized Leases) entered into in the ordinary course of business;

(m) Investments in the ordinary course consisting of endorsements for collection or deposit;

(n) Investments by Restricted Companies in Unrestricted Subsidiaries after the Amendment No. 1 Effective Date (it being understood and agreed that the book value of the assets of an Unrestricted Subsidiary other than any Securitization Vehicle at the time of its designation as such pursuant to Section

6.14 of the FNIS Credit Agreement shall be deemed to be an Investment made in such Unrestricted Subsidiary in an amount equal to such book value, but if such Unrestricted Subsidiary is not wholly-owned by the Restricted Companies, only an amount proportional to such Restricted Companies’ ownership therein shall be included in this calculation) in an aggregate amount for all such Investments (less an amount equal to the book value of all Unrestricted Subsidiaries other than any Securitization Vehicle that, after the Amendment No. 1 Effective Date, are redesignated by FNIS to be Restricted Subsidiaries, calculated as of the date of such redesignation) not to exceed for all Unrestricted Subsidiaries (other than Securitization Vehicles), at the time such Investment is made and after giving effect to such Investment, the sum of (i) an amount equal to 5% of the Total Consolidated Assets as of such time (net of any Investment made pursuant to Section 2(c)(iv)(2)), plus (ii) the aggregate amount of any cash repayment of or return on such Investments theretofore received by Restricted Companies after the Amendment No. 1 Effective Date;

(o) Investments consisting of Swap Contracts entered into in the ordinary course of business and not for speculative purposes;

(p) [intentionally omitted];

(q) any Investment in a Securitization Vehicle or any Investment by a Securitization Vehicle in any other Person in connection with a Securitization Financing permitted by Section 3(v), including Investments of funds held in accounts permitted or required by the arrangements governing the Securitization Financing or any related Indebtedness; provided that any Investment in a Securitization Vehicle is in the form of a purchase money note, contribution of additional Securitization Assets or equity investments; and

(r) so long as immediately after giving effect to any such Investment, no Event of Termination has occurred and is continuing, other Investments in an aggregate amount for all such Investments (calculated using the actual amount of such Investments as funded by the Restricted Companies) not to exceed at any time the sum of (i) $250,000,000 and (ii) the aggregate amount of any cash repayment of or return on such Investments theretofore received by the Restricted Companies.

Section 3. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Permitted Subordinated Indebtedness;

(b) (i) Indebtedness of the Transaction Parties under the Transaction Documents, (A) Indebtedness of FNIS and any of its Restricted Subsidiaries under the FNIS Loan Documents and any Permitted Refinancing thereof and (B) Indebtedness of the Metavante Loan Parties under the Metavante Loan Documents and any Permitted Refinancing thereof;

(c) Indebtedness outstanding on the Amendment No. 1 Effective Date and listed on Schedule 4 and any Permitted Refinancing thereof;

(d) Guarantees by a Restricted Company in respect of Indebtedness of another Restricted Company otherwise permitted hereunder (i) including, for the avoidance of doubt, unsecured Guarantees in respect of the obligations of the Securitization Vehicle under a Securitization Financing permitted by Section 3(v) and (ii) excluding Indebtedness permitted by Section 3(y) and Section 3(z); provided that (x) no Guarantee by any Restricted Company (other than FNIS) of any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) shall be permitted unless such Restricted Company shall have also provided a Guarantee of the Obligations substantially on the terms set forth in this Guaranty in accordance with Section 12 of Annex C and (y) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Purchasers as those contained in the subordination of such Indebtedness;

(e) Indebtedness of a Restricted Company that constitutes an Investment permitted by Section 2; provided that all such Indebtedness of any Transaction Party to any Subsidiary that is not a Transaction Party must be expressly subordinated to the Obligations of such Transaction Party, it being understood that such Transaction Party may make payments thereon unless an Event of Termination has occurred and is continuing;

(f) Indebtedness incurred in the ordinary course of business by the Leasing Companies in connection with their leasing business that is limited in recourse to the assets being financed by such Indebtedness (the “Specified Non-Recourse Indebtedness”);

(g) subject to the Specified Debt Test, Indebtedness of Foreign Subsidiaries of FNIS;

(h) subject to the Specified Debt Test (to the extent applicable), Indebtedness of a Restricted Company assumed in connection with any Permitted Acquisition and not incurred in contemplation thereof, and any Permitted Refinancing thereof;

(i) Indebtedness incurred by any Restricted Company representing deferred compensation to employees of a Restricted Company incurred in the ordinary course of business;

(j) Indebtedness consisting of promissory notes issued by any Restricted Company to future, present or former directors, officers, members of management, employees or consultants of FNIS or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of FNIS permitted by Section 6;

(k) Indebtedness incurred by a Restricted Company in a Permitted Acquisition or Disposition constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments;

(l) Indebtedness consisting of obligations of any Restricted Company under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions;

(m) Indebtedness (including intercompany Indebtedness among the Consolidated Companies) in respect of the Cash Management Practices;

(n) obligations of the Consolidated Companies with respect to liabilities arising from the Vault Cash Operations;

(o) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations of a Restricted Company contained in supply arrangements, in each case, in the ordinary course of business;

(p) Indebtedness incurred by a Restricted Company constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to such similar reimbursement-type obligations; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(q) obligations in respect of bid, performance, stay, customs, appeal and surety bonds and performance and completion guarantees provided by a Restricted Company or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice;

(r) Guarantees by FNIS of Indebtedness permitted under this Section 3;

(s) Indebtedness in respect of Swap Contracts entered into in the ordinary course of business and not for speculative purposes;

(t) Indebtedness in respect of any letter of credit or bankers’ acceptance supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business;

(u) Indebtedness incurred in the ordinary course of business in connection with relocation service transactions and secured by the properties which are the subject of such transactions;

(v) (i) Indebtedness incurred in connection with a receivables securitization transaction involving the Restricted Companies and a Securitization Vehicle (a “Securitization Financing”); provided that (A) such Indebtedness

when incurred shall not exceed 100% of the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, (B) such Indebtedness is created and any Lien attaches to such property concurrently with or within forty-five (45) days of the acquisition thereof, and (C) such Lien does not at any time encumber any property other than the property financed by such Indebtedness, and (ii) any unsecured Guarantee by any FNIS Loan Party of the obligations of the Securitization Vehicle under a Securitization Financing;

(w) Indebtedness (i) of the type described in clause (e) of the definition thereof subject to Liens permitted under Section 1 or (ii) secured by Liens permitted under Sections 1(e)(ii), 1(e)(iii), 1(f), or 1(r);

(x) subject to the Specified Debt Test, Indebtedness secured by Liens permitted pursuant to Section 1(x) in an aggregate principal amount not to exceed the greater of (i) 3.5% of Total Consolidated Assets and (ii) $150,000,000;

(y) (i) Permitted Senior Indebtedness under senior unsecured notes of the Company in an aggregate outstanding principal amount not to exceed the Senior Note Permitted Amount at any time (the “Senior Notes”); provided that (A) no Event of Termination has occurred and is continuing or would result therefrom, (B) immediately after giving effect to such Indebtedness, FNIS shall be in Pro Forma Compliance with all of the covenants set forth in Section 10, such compliance to be determined on the basis of the financial information most recently delivered to the Agent and the Purchasers (either pursuant to Section 1(a) of Annex C or Section 1(b) of Annex C or in any subsequent delivery of financial information by FNIS to the Agent prior to such incurrence of Indebtedness) as though such incurrence of Indebtedness (and the repayment of any Total Secured Indebtedness effected on or prior to such date) had been consummated as of the first day of the fiscal period covered thereby and (C) the proceeds thereof shall be used in connection with the Leveraged Recapitalization Transaction, with any amounts remaining after the consummation of all components of the Leveraged Recapitalization Transaction being available for general corporate purposes; and (ii) any unsecured Guarantee by a Subsidiary Guarantor of the Senior Notes;

(z) any other Permitted Senior Indebtedness or other unsecured Indebtedness of FNIS, and any unsecured Guarantee thereof by a Subsidiary Guarantor; provided that (a) no Event of Termination has occurred and is continuing or would result therefrom and (b) immediately after giving effect to such Indebtedness, FNIS shall be in Pro Forma Compliance with all of the covenants set forth in Section 10, in each case such compliance to be determined on the basis of the financial information most recently delivered to the Agent and the Purchasers (either pursuant to Section 1(a) of Annex C or Section 1(b) of Annex C or in any subsequent delivery of financial information by FNIS to the Agent prior to such incurrence of Indebtedness) as though such incurrence of Indebtedness had been consummated as of the first day of the fiscal period covered thereby; and

(aa) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (z) above;

provided that at the time of incurrence or assumption of any Specified Debt described below, after giving effect to such Specified Debt, the aggregate principal amount of all Specified Debt shall not exceed the greater of $500,000,000 and 15% of Consolidated Shareholders’ Equity (the test set forth in this proviso is referred to herein as the “Specified Debt Test”). For purposes hereof, “Specified Debt” means, without duplication, (A) any Indebtedness of a FNIS Loan Party that is secured by Liens permitted to exist in reliance on any of clauses (n), (p) or (x) of Section 1 and (B) (1) any Indebtedness of a Restricted Subsidiary that is not a FNIS Loan Party that is permitted to exist in reliance on any of clauses (g), (h), (w)(i) (but only if the Liens securing such Indebtedness are permitted to exist in reliance on any of clauses (n), (p) or (x) of Section 1) or (x) of this Section 3 (the “Included Debt”) and (2) any Guarantee of Included Debt permitted by this Section 3.

Section 4. [Intentionally Omitted].

Section 5. Dispositions. Make any Disposition of any of its property except:

(a) Dispositions of obsolete, used, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Restricted Companies

(b) Dispositions of inventory in the ordinary course of business;

(c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;

(d) Dispositions of property by a Restricted Company to another Restricted Company; provided that if the transferor of such property is a FNIS Loan Party (x) the transferee thereof must either be a FNIS Loan Party or a Restricted Subsidiary that is a Domestic Subsidiary or (y) to the extent such transaction constitutes an Investment in a Foreign Subsidiary that is a Restricted Subsidiary, such transaction is permitted by Section 2(c);

(e) Dispositions permitted by Sections 2 and 6 and Liens permitted by Section 1;

(f) Dispositions by any Restricted Company of property pursuant to sale-leaseback transactions; provided that (i) the fair market value of all property

so Disposed of shall not exceed $100,000,000 from and after the Amendment No. 1 Effective Date and (ii) the purchase price for such property shall be paid to such Restricted Company for not less than 75% cash consideration;

(g) (i) Dispositions of cash and Cash Equivalents and (ii) Dispositions pursuant to and in accordance with Cash Management Practices and in connection with the Vault Cash Operations;

(h) Dispositions of accounts receivable in connection with the collection or compromise thereof;

(i) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Restricted Companies;

(j) transfers of property subject to Casualty Events upon receipt of the proceeds of such Casualty Event;

(k) Dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of FNIS, are not material to the conduct of the business of the Restricted Companies;

(l) Dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in, joint venture arrangements and similar binding arrangements (i) in substantially the form as such arrangements are in effect on the Amendment No. 1 Effective Date or (ii) to the extent that the net cash proceeds of such Disposition are either reinvested or applied to prepay loans pursuant to the terms of the FNIS Credit Agreement or the Metavante Credit Agreement;

(m) Dispositions of property to an Unrestricted Subsidiary; provided that to the extent constituting an Investment, such Investment must be an Investment permitted by Section 2(n);

(n) Dispositions of real property and related assets in the ordinary course of business in connection with relocation activities for directors, officers, members of management, employees or consultants of the Restricted Companies;

(o) Dispositions of tangible property in the ordinary course of business as part of a like-kind exchange under Section 1031 of the Code;

(p) voluntary terminations of Swap Contracts;

(q) Dispositions of Unrestricted Subsidiaries;

(r) Dispositions of Securitization Assets (or a fractional undivided interest therein) in a Securitization Financing permitted under Section 3(v); and

(s) Dispositions of property not otherwise permitted under this Section 5 by a Restricted Company to Persons that are not Affiliates of the Transaction Parties; provided that (i) such Disposition is made in good faith on an arms’ length basis and (ii) the net cash proceeds of such Disposition are either reinvested or applied to prepay loans pursuant to the terms of the FNIS Credit Agreement or the Metavante Credit Agreement.

Section 6. Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except:

(a) each Restricted Subsidiary may make Restricted Payments ratably with respect to its Equity Interests;

(b) FNIS may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests) of such Person;

(c) so long as no Event of Termination shall have occurred and be continuing or would result therefrom, FNIS may make Restricted Payments; provided that FNIS would be in Pro Forma Compliance with the covenants set forth in Section 10, in each case such compliance to be determined on the basis of the financial information most recently delivered to the Agent and the Purchasers (either pursuant to Section 1(a) of Annex C or Section 1(b) of Annex C or in any subsequent delivery of financial information by FNIS to the Agent prior to such Restricted Payments);

(d) to the extent constituting Restricted Payments permitted by other clauses of this Section 6, FNIS and its Restricted Subsidiaries may enter into transactions expressly permitted by Section 5 and 8;

(e) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(f) FNIS may make cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of FNIS and its Restricted Companies;

(g) FNIS may repurchase common stock of FNIS in an aggregate purchase amount determined by FNIS up to $2,500,000,000 pursuant to a self-tender to be made by FNIS to purchase shares of its common stock in the open market (or through such other means as FNIS may elect); and

(h) FNIS may repurchase up to 15 million shares of its common stock pursuant to authority granted by FNIS’s board of directors in February 2010.

Section 7. [Intentionally Omitted].

Section 8. Transactions With Affiliates. Enter into any transaction of any kind with any Affiliate of FNIS, whether or not in the ordinary course of business, other than (a) transactions among the Restricted Companies, (b) on fair and reasonable terms substantially as favorable to a Restricted Company as would be obtainable by such Restricted Company at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the payment of fees and expenses in connection with the consummation of the Acquisition and the Leveraged Recapitalization Transaction, (d) [intentionally omitted], (e) loans and other transactions by FNIS and its Restricted Subsidiaries to the extent permitted under the covenants contained in this Annex D, (f) customary fees payable to any directors of FNIS and reimbursement of reasonable out of pocket costs of the directors of FNIS, (g) employment and severance arrangements between any Restricted Company and their officers and employees in the ordinary course of business, (h) payments by any Restricted Company pursuant to the tax sharing agreements among FNIS and its Subsidiaries on customary terms, (i) the payment of customary fees and indemnities to directors, officers and employees of FNIS and its Subsidiaries in the ordinary course of business, (j) transactions pursuant to agreements in existence on the Amendment No. 1 Effective Date and set forth on Schedule 5 or any amendment thereto to the extent such an amendment is not adverse to the Purchasers in any material respect, (k) Restricted Payments permitted under Section 6, (l) any transaction with a Securitization Vehicle as part of a Securitization Financing permitted under Section 3(v), and (m) transactions engaged in by Restricted Companies with Unrestricted Subsidiaries in good faith to effect (A) the Cash Management Practices and Vault Cash Operations, (B) the operations, governance, administration and corporate overhead of the Consolidated Companies and (C) the tax management of the Consolidated Companies. For the purposes of this Section 8, each Unrestricted Subsidiary shall be deemed to be an Affiliate of each Restricted Company.

Section 9. Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Guaranty, any other Transaction Document, any FNIS Loan Document or any Metavante Loan Document) that limits the ability of (a) any Restricted Subsidiary to make Restricted Payments to any Transaction Party or to otherwise transfer property to or invest in any Transaction Party or (b) any Transaction Party to create, incur, assume or suffer to exist Liens in favor of the Agent or the Purchasers on any Collateral that is required by any Transaction Document to secure the Obligations; provided that the foregoing shall not apply to Contractual Obligations which (i) (x) exist on the Amendment No. 1 Effective Date and (to the extent not otherwise permitted by this Section 9) are listed on Schedule 6 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such restrictions that are contained in such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as

such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (iii) arise in connection with any Disposition permitted by Section 5, (iv) are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under Section 2 and applicable solely to such Joint Venture entered into in the ordinary course of business, (v) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 3 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (vi) are customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (vii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, or (viii) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business.

Section 10. Financial Covenants. (a) Maximum Leverage Ratio. Permit the Leverage Ratio as of the end of any fiscal quarter of FNIS set forth below to be greater than:

(i) prior to the first day (the “Ratio Trigger Date”) on which both (A) the Company has incurred at least $2,500,000 in aggregate principal amount of the sum of (x) the Senior Notes pursuant to Section 3(y), (y) the “Additional Term Loans” (as defined in the FNIS Credit Agreement) pursuant to Section 2.16(a)(i) of the FNIS Credit Agreement and (z) the “Specified Term A-2 Loans” (as defined in the FNIS Credit Agreement) pursuant to Section 2.16(a)(ii) of the FNIS Credit Agreement and (B) the Company has repaid in full the indebtedness outstanding under the Metavante Credit Agreement (other than contingent indemnification obligations), 3.25:1.00; and

(ii) on and after the Ratio Trigger Date, the ratio set forth below opposite the applicable period ending date:


Period Ending Date	Leverage Ratio
June 30, 2010 through December 31, 2010		4.25:1.0
March 31, 2011 through December 31, 2011		3.75:1.0
March 31, 2012 through December 31, 2012		3.50:1.0
March 31, 2013 through December 31, 2013		3.25:1.0
March 31, 2014 and thereafter		3.00:1.0

(b) Minimum Interest Coverage Ratio. Permit the Interest Coverage Ratio as of the end of any fiscal quarter of FNIS set forth below to be less than the ratio set forth below opposite the applicable period ending date:


Period Ending Date	Interest Coverage Ratio
December 31, 2009 and thereafter		4.00:1.0

Section 11. Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) any Senior Notes (or any Permitted Senior Indebtedness that is a Permitted Refinancing thereof) or any Permitted Subordinated Indebtedness or make any payment in violation of any subordination terms of any Permitted Subordinated Indebtedness (collectively, “Restricted Prepayments), except:

(a) the refinancing thereof with the net cash proceeds of (i) in the case of Permitted Subordinated Indebtedness, any issuance of Qualified Equity Interests or other Permitted Subordinated Indebtedness, and (ii) in the case of the Senior Notes (or any Permitted Senior Indebtedness that is a Permitted Refinancing thereof), any issuance of Qualified Equity Interests, Permitted Subordinated Indebtedness or other Permitted Senior Indebtedness;

(b) the conversion of any Permitted Subordinated Indebtedness or any Senior Notes (or any Permitted Senior Indebtedness that is a Permitted Refinancing thereof) to Qualified Equity Interests; and

(c) additional Restricted Prepayments; provided that (i) FNIS would be in Pro Forma Compliance with the covenants set forth in Section 10, in each case such compliance to be determined on the basis of the financial information most recently delivered to the Agent and the Purchasers (either pursuant to Section 1(a) of Annex C or Section 1(b) of Annex C or in any subsequent delivery of financial information to the Agent prior to such Restricted Prepayments) and (ii) at the time of any such Restricted Prepayment, no Event of Termination shall have occurred and be continuing or would result therefrom.

SCHEDULE VI (SUBSIDIARIES)
to the Receivables Purchase Agreement

See attached Organizational Chart*¹


¹		Unless otherwise noted by indicating a percentage (%), each entity is wholly-owned by its parent and each entity identified as being less than fifty-one percent (51%) owned is by definition not a Subsidiary.

Schedule VI

FIDELITY NATIONAL INFORMATION SERVICES, INC.

Unless otherwise noted, all ownership is 100%.

Page 1

FIDELITY NATIONAL INFORMATION SERVICES, INC.

Unless otherwise noted, all ownership is 100%.

Page 2

FIDELITY NATIONAL INFORMATION SERVICES, INC.

Unless otherwise noted, all ownership is 100%.

Page 3

FIDELITY NATIONAL INFORMATION SERVICES, INC.

Unless otherwise noted, all ownership is 100%.

Page 4

FIDELITY NATIONAL INFORMATION SERVICES, INC.

Unless otherwise noted, all ownership is 100%.

Page 5

FIDELITY NATIONAL INFORMATION SERVICES, INC.

Unless otherwise noted, all ownership is 100%.

Page 6

FIDELITY NATIONAL INFORMATION SERVICES, INC.

Unless otherwise noted, all ownership is 100%.

Page 7

FIDELITY NATIONAL INFORMATION SERVICES, INC.

Unless otherwise noted, all ownership is 100%.

Page 8

FIDELITY NATIONAL INFORMATION SERVICES, INC.

Unless otherwise noted, all ownership is 100%.

Page 9

FIDELITY NATIONAL INFORMATION SERVICES, INC.

Unless otherwise noted, all ownership is 100%.

Page 10

FIDELITY NATIONAL INFORMATION SERVICES, INC.

Unless otherwise noted, all ownership is 100%.

Page 11

FIDELITY NATIONAL INFORMATION SERVICES, INC.

Unless otherwise noted, all ownership is 100%.

Page 12

FIDELITY NATIONAL INFORMATION SERVICES, INC.

Unless otherwise noted, all ownership is 100%.

Page 13

FIDELITY NATIONAL INFORMATION SERVICES, INC.

Unless otherwise noted, all ownership is 100%.

Page 14

FIDELITY NATIONAL INFORMATION SERVICES, INC.

Unless otherwise noted, all ownership is 100%.

Page 15

SCHEDULE VII (UNRESTRICTED SUBSIDIARIES)
to the Receivables
Purchase Agreement

None.

Schedule VII

SCHEDULE 1 (SUBSIDIARIES)
to the Guaranty

See Schedule VI to the Receivables Purchase Agreement attached hereto.

Schedule I

SCHEDULE 2(b) (EXISTING LIENS)
to the Guaranty

(Legacy FIS)

	1.		Liens in connection with equipment leased pursuant to the Master Lease Agreement dated September 26, 2001 between Fidelity National Information Services, Inc. and GATX Technology Services Corporation.

	2.		Liens in connection with equipment leased by eFunds Corporation from General Electric Capital Corporation.

	3.		Liens in connection with equipment leased by Fidelity National Information Services, Inc. from General Electric Capital Corporation.

	4.		Liens in connection with equipment leased by Fidelity National Information Services, Inc. from LaSalle Systems Leasing, Inc.

	5.		Liens in connection with equipment leased by Fidelity National Information Services, Inc. from CSI Leasing, Inc.

	6.		Liens in connection with equipment leased by Fidelity National Information Services, Inc. from XXX Xxxxxxxxxxx.

	7.		Liens in connection with equipment leased by Fidelity National Information Services, Inc. from CIT Technology Financing Services, Inc.

	8.		Liens in connection with equipment leased by Fidelity National Information Services, Inc. from IBM Credit LLC.

	9.		Liens in connection with vendor purchase money lines of credit for equipment purchased by Fidelity National Information Services, Inc. from Pitney Xxxxx, Inc.

	10.		Liens in connection with vendor purchase money lines of credit (including but not limited to the purchase money line of credit with IBM for the purchase of equipment and related property, pursuant to the Agreement for Wholesale Financing (Credit Agreement), dated December 13, 1999, between Fidelity Information Services, Inc. and IBM Credit LLC (as amended by an Amendment dated August 27, 2003)).

	11.		Security interest between Fidelity National Information Solutions, Inc. (f.k.a. Vista Information Solutions, Inc.) and Sirrom Capital Corporation recorded with the U.S. Trademark Office on June 3, 1996 under Reel/Frame 1471/0212.

Schedule 2(b)

	12.		Security interest between Fidelity National Information Solutions, Inc. (f.k.a. Vista Information Solutions, Inc.) and Xxxxx Corporation Limited recorded with the USPTO on January 27, 2000 under Reel/Frame 2027/0599.

	13.		Fidelity National Information Solutions, Inc. (f.k.a. Vista Information Solutions, Inc.) is one of several parties (including Vista DMS, Inc., Vista Environmental Information, Inc., E/Risk Information Services, Geosure, Inc., Geosure L.P., NRC Insurance Services, Inc., NRC Acquisition, LLC, Ensite Corporation of Denver, Ecosearch Acquisition, Inc. & Ecosearch Environmental Resources, Inc.) named in a security agreement with Xxxxx North America, Inc. and Xxxxx Corporation Ltd. signed on December 17, 1999.

	14.		Aurum Technology, LLC (f.k.a. Aurum Technology, Inc.) is party to a security agreement with Fleet National Bank (Boston) for Copyright Registration Nos. TXu 302-455 and TXu 506-509. It appears that these registrations may have been acquired by NewTrend, L.P., however, no assignment was recorded with the Copyright Office.

	15.		Liens in connection with equipment leased by Certegy Check Services, Inc. from IBM Credit Corporation.

	16.		Liens in connection with equipment leased pursuant to the Master Equipment Lease Agreement dated May 6, 2003 between Certegy Check Services, Inc. and Relational, LLC f/k/a Relational Funding Corporation, as assigned to IBM Credit LLC and Banc of America Leasing & Capital, LLC.

	17.		Liens in connection with accounts purchased pursuant to the Account Purchase Agreement dated April 16, 2004 between Certegy Check Services, Inc. and Cavalry SPV I, LLC.

	18.		Liens in connection with accounts purchased pursuant to the Account Purchase Agreement dated July 17, 2003 between Certegy Check Services, Inc. and Arrow Financial Services LLC, as assigned to AFS Receivables Master Trust 1999.

	19.		Liens in connection with accounts purchased pursuant to the Account Purchase Agreement dated April 16, 2004 between Certegy Check Services, Inc. and Cavalry SPV I, LLC.

	20.		Liens in connection with equipment leased by Certegy Check Services, Inc. from Fortuna Service Company, LLC.

Schedule 2(b)

	21.		Liens in connection with equipment leased by Fidelity National Information Services, Inc. from Fortuna Service Company, LLC.

	22.		Liens in connection with equipment leased by Certegy Payment Recovery Services, Inc. from IBM Credit LLC.

	23.		Liens in connection with equipment leased by Fidelity National Card Services, Inc. from Xxxx & Xxxxxx Financing Services Company.

	24.		Liens in connection with equipment leased by Fidelity National Card Services, Inc. from Oce Financial Services, Inc. and Oce North American, Inc.

	25.		Liens in connection with equipment leased by Fidelity National Card Services, Inc. from Alfa Financial Corporation dba OFC Capital.

	26.		Liens in connection with equipment leased pursuant to the Master Lease Agreement between Fidelity National Payment Services, Inc. and Hewlett-Packard Financial Services, Inc.

	27.		Liens granted in connection with Lease Agreement (Florida Property) dated December 30, 1999 between SunTrust Bank, Atlanta, as Lessor, and Equifax, Inc. (predecessor in interest to the Company), as Lessee, and all related documents, as further set forth in Schedule 7.03.

	28.		Liens granted in connection with equipment leased pursuant to Master Lease and Financing Agreement between Compaq Financial Services Corporation and eFunds Corporation dated as of February 2, 2001.

	29.		Liens granted in connection with equipment leased pursuant to Lease Intended as Security between Banc of America Leasing & Capital LLC and WildCard Systems, Inc. dated as of August 24, 2004.

	30.		Liens granted in connection with equipment leased pursuant to Second Amended and Restated Loan and Security Agreement between Xxxxxx Financial Leasing, Inc. and WildCard Systems, Inc. dated as of July 1, 2005.

	31.		Liens granted in connection with equipment leased pursuant to Oracle License and Services Agreement (OLSAv080703-7224-30-Sep-03) and Ordering Document between Oracle USA, Inc. and eFunds Corporation dated as of August 18. 2005.

	32.		Liens in connection with equipment leased by ClearCommerce Corporation from CitiCapital Technology Finance, Inc.

Schedule 2(b)

	33.		Liens granted in connection with the Capital Leases listed on Schedule 7.03.

	34.		Liens granted pursuant to that certain Receivables Purchase Agreement dated October 1, 2009 among FIS Receivables SPV, LLC, Fidelity National Information Services, Inc., each of the Receivables Administrators (as defined therein) party thereto, each of the Purchasers (as defined therein) party thereto and JPMorgan Chase Bank, N.A., as agent, and that certain Receivables Sale Agreement dated October 1, 2009 among Fidelity National Information Services, Inc., each of the Originators (as defined therein) party thereto and the FIS Receivables SPV, LLC.

	35.		Liens identified on attached charts entitled Summary of Lien Search Results.

(Legacy MV)

Liens of public record filed against: Metavante Investments (Mauritius) Limited; Metavante Canada Corporation; Everlink Payment Services, Inc.; GHR Systems Canada, Inc.; Metavante Limited; and Metavante Technologies Limited.

Schedule 2(b)

SUMMARY OF LIEN SEARCH RESULTS

Fidelity National Information Services, Inc.

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Georgia — Central Index

Banc of America Leasing & Capital, LLC

06706001573

02/15/06

Leased aircraft

Georgia — Central Index

Banc of America Leasing & Capital, LLC

06706001574

02/15/06

Leased aircraft

Amendment filed 11/30/06, file number 06706012097, deleting as co-debtor Fidelity National Financial, Inc.; Amendment #006836 filed number 006836 to change name/address to debtor

Georgia — Central Index

Bank of America, N.A.

06706001575

02/15/06

Leased aircraft

Georgia — Central Index

CIT Technology Financing Services, Inc.

00706015323

08/25/06

Leased equipment

Georgia — Central Index

CIT Technology Financing Services, Inc.

00706017369

09/26/06

Leased equipment

Georgia — Central Index

FNF Capital, LLC

06706010713

10/20/06

Leased equipment

Assignment filed 11/08/06, file number 06706011368, to Fifth Third Bank

Georgia — Central Index

FNF Capital, LLC

06706010730

10/20/06

Leased equipment

Assignment filed 11/08/06, file number 06706011367, to Fifth Third Bank

Georgia — Central Index

FNF Capital, LLC

06006013233

10/26/06

Leased equipment

Assignment filed 1/24/07, file number 060200701108, to RBS Asset Finance, Inc.

Georgia — Central Index

FNF Capital, LLC

06006013235

10/27/06

Leased equipment

Assignment #060200701996 filed 02/12/2007 to US Bancorp Equipment Finance, Inc.; Assignment #060200701993 filed 02/12/2007 to US Bancorp Equipment Finance, Inc.; Partial Assignment #060200810701 filed 10/28/2008 to CIT Technology Financing Services, Inc.

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Georgia — Central Index

FNF Capital, LLC

06006013237

10/27/06

Leased equipment

Amendment #0602008-11964 filed 12/11/2008 to change name/address of secured party

Georgia — Central Index

FNF Capital, LLC

06706011916

11/22/06

Leased equipment

Assignment #012833 filed 12/18/2006 to Fifth Third Bank

Georgia — Central Index

FNF Capital, LLC

06006014480

11/28/06

Leased equipment

Amendment #0603008 - 11963 filed 12/11/2008 to change name/address of secured party

Georgia — Central Index

FNF Capital, LLC

06006014987

12/11/06

Leased equipment

Assignment filed 3/05/07, file number 060200702782, to Bank of the West

Georgia — Central Index

FNF Capital, LLC

06006014988

12/11/06

Leased equipment

Assignment filed 3/05/07, file number 060200702781, to Bank of the West

Georgia — Central Index

FNF Capital, LLC

060200615665

12/27/06

Leased equipment

Amendment #0602008-11959 filed 12/11/2008 to change name/address of secured party

Georgia — Central Index

Bank of the West -Equipment Leasing

000-0000-000

01/04/07

Leased equipment

Georgia — Central Index

Bank of the West -Equipment Leasing

000-0000-000

01/04/07

Leased equipment

Georgia — Central Index

Bank of the West -Equipment Leasing

000-0000-000

01/04/07

Leased equipment

Georgia — Central Index

RBS Asset Finance, Inc.

000-0000-000

01/10/07

Leased equipment

Georgia — Central Index

RBS Asset Finance, Inc.

000-0000-000

01/16/07

Leased equipment

Georgia — Central Index

FNF Capital, LLC

060200702322

02/21/07

Leased equipment

Amendment #0602008-11956 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court Xxxxxx County, GA

US Bancorp

060200702405

02/23/2007

Copier lease

Georgia — Central Index

Fifth Third Bank

00-0000-00000

03/22/07

Leased equipment

Georgia — Central Index

Fifth Third Bank

00-0000-00000

03/27/07

Leased equipment

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Georgia — Central Index

Fifth Third Bank

00-0000-00000

03/27/07

Leased equipment

Georgia — Central Index

Fifth Third Bank

00-0000-00000

03/27/07

Leased equipment

Georgia — Central Index

Fifth Third Bank

00-0000-00000

03/27/07

Leased equipment

Georgia — Central Index

Fifth Third Bank

00-0000-00000

03/27/07

Leased equipment

Clerk of Superior Court Xxxxxx County, GA -UCC Lien

Fidelity National
Capital, LLC

0602007-04411

04/10/2007

Leased equipment

Amendment #0602008-11944 filed 12/11/2008 to change name/address of secured party

Georgia — Central Index

Fidelity National
Capital, LLC

0602007-05141

04/27/07

Leased equipment

Amendment #0602008-11940 filed 12/11/2008 to change name/address of secured party

Georgia — Central Index

Fidelity National
Capital, LLC

0602007-06069

05/18/07

Leased equipment

Amendment #0602008- 11938 filed 12/11/2008 to change name/address of secured party

Georgia — Central Index

Fidelity National
Capital, LLC

000-0000-00000

07/03/07

Leased equipment

Amendment #0072008025734 filed 12/11/2008 to change name/address of secured party; Amendment #0072008025757 filed 12/11/2008 to change name/address of secured party

Georgia — Central Index

Fidelity National
Capital, LLC

000-0000-00000

07/06/07

Leased equipment

Amendment #0072008025755 filed 12/11/2008 to change name/address of secured party

Georgia — Central Index

Fidelity National
Capital, LLC

000-0000-00000

07/06/07

Leased equipment

Assignment #000-0000-00000 filed 10/15/2007 to US Bancorp Equipment Finance, Inc.; Amendment
#0072008025723 filed 12/11/2008 to change name/address of secured party

Georgia — Central Index

Fidelity National
Capital, LLC

000-0000-00000

07/11/07

Leased equipment

Amendment #0072008025725 filed 12/11/2008 to change name/address of secured party

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Georgia — Central Index

Fidelity National
Capital, LLC

000-0000-00000

07/13/07

Leased equipment

Amendment #0072008025726 filed 12/11/2008 to change name/address of secured party; Amendment #0072008025753 filed 12/11/2008 to change name/address of secured party

Georgia — Central Index

DDI Leasing, Inc.

000-0000-00000

07/17/07

Leased equipment

Georgia — Central Index

Fidelity National
Capital, LLC

000-0000-00000

07/20/07

Leased equipment

Amendment filed 08/09/07, file number 000-0000-00000, changing debtor’s name to Fidelity National Information Services, Inc.; Amendment #0072008025764 filed 12/11/2008 to change name/address of secured party

Georgia — Central Index

Fidelity National
Capital, LLC

000-0000-00000

07/20/07

Leased equipment

Amendment filed 08/09/07, file number 007 - 2007-16180, changing debtor’s name to Fidelity National Information Services, Inc.; Amendment #0072008025721 filed 12/11/2008 to change name/address of secured party; Amendment #0072008025763 filed 12/11/2008 to change name/address of secured party

Georgia — Central Index

Fidelity National
Capital, LLC

000-0000-00000

07/20/07

Leased equipment

Amendment #0072008025731 filed 12/11/2008 to change name/address of secured party; Amendment #0072008025762 filed 12/11/2008 to change name/address of secured party

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Georgia — Central Index

Fidelity National
Capital, LLC

000-0000-00000

07/20/07

Leased equipment

Amendment #0072008025719 filed 12/11/2008 to change name/address of secured party; Amendment #0072008025761 filed 12/11/2008 to change name/address of secured party

Georgia — Central Index

Fidelity National
Capital, LLC

000-0000-00000

07/20/07

Leased equipment

Amendment #0072008025720 filed 12/11/2008 to change name/address of secured party; Amendment #0072008025760 filed 12/11/2008 to change name/address of secured party

Georgia — Central Index

Fidelity National
Capital, LLC

0602007 - 10360

08/24/07

Leased equipment

Amendment #007200812016 filed 12/11/2008 to change name/address of secured party; Amendment #007200120573 filed 12/11/2008 to change name/address of secured party

Georgia — Central Index

Fidelity National
Capital, LLC

0602007 - 10361

08/24/07

Leased equipment

Amendment #007200812015 filed 12/11/2008 to change name/address of secured party; Amendment #007200812058 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA -UCC Lien

Fidelity National
Capital, LLC

0602007-12945

10/26/2007

Leased equipment

Amendment #0602008-12013 filed 12/11/2008 to change name/address of secured party; Amendment #0602008 - 12055 filed 12/11/2008 to change name/address of secured party

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Clerk of Superior Court, Xxxxxx County, GA -UCC Lien

Fidelity National
Capital, LLC

0602007-13218

11/02/2007

Leased equipment

Amendment #0602008-12010 filed 12/11/2008 to change name/address of secured party; Amendment #0602008 - 12053 filed 12/11/2008 to change name/address of secured party; Assignment #0602009-07350 filed 09/03/2009 to Fifth Third Bank

Clerk of Superior Court, Xxxxxx County, GA -UCC Lien

Fidelity National
Capital, LLC

0602007-22725

11/08/2007

Leased equipment

Assignment #0602008-927 filed 1/15/2008 to Fifth Third Bank; Amendment #0000000 - 025717 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA -UCC Lien

Fidelity National
Capital, LLC

0602007-14145

11/27/2007

Leased equipment

Assignment #0602008-05504 filed 5/27/2008 to Fifth Third Bank

Clerk of Superior Court, Xxxxxx County, GA -UCC Lien

Fidelity National
Capital, LLC

0602007-14147

11/27/2007

Leased equipment

Amendment #0602008-12006 filed 12/11/2008 to change name/address of secured party; Amendment #0602008 - 12045 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA -UCC Lien

Fidelity National
Capital, LLC

0602007-14148

11/27/2007

Leased equipment

Amendment #0602008-12005 filed 12/11/2008 to change name/address of secured party; Amendment #0602008 - 12046 filed 12/11/2008 to change name/address of secured party

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Clerk of Superior Court, Xxxxxx County, GA -UCC Lien

Fidelity National
Capital, LLC

0602007-14149

11/27/2007

Leased equipment

Amendment #0602008-12004 filed 12/11/2008 to change name/address of secured party; Amendment #0602008 - 12047 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA -UCC Lien

Fidelity National
Capital, LLC

0602007-14238

11/29/2007

Leased equipment

Assignment #0602008-00193 filed 01/07/2008 to Fifth Third Bank

Clerk of Superior Court, Xxxxxx County, GA -UCC Lien

Fidelity National
Capital, LLC

0602008-00360

01/09/2008

Leased equipment

Assignment #0602008-03036 filed 03/18/2008 to Fifth Third Bank

Clerk of Superior Court, Xxxxxx County, GA -UCC Lien

Fidelity National
Capital, LLC

0602008-02218

02/28/2008

Leased equipment

Assignment #0602008-03027 filed 03/18/2008 to Fifth Third Bank

Clerk of Superior Court, Xxxxxx County, GA -UCC Lien

Fidelity National
Capital, LLC

0602008-02217

02/28/2008

Leased equipment

Assignment #0602008-03035 filed 03/18/2008 to Fifth Third Bank

Superior Court
Xxxxxx County, GA -
UCC Lien

DDI Leasing, Inc.

000-0000-0000

03/24/2008

Software and other equipment

Clerk of Superior Court, Xxxxxx County, GA -UCC Lien

Fidelity National
Capital, LLC

0602008-03477

03/31/2008

Leased equipment

Amendment #0602008-12079 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA -UCC Lien

Fidelity National
Capital, LLC

0602008-04302

04/22/2008

Leased equipment

Assignment #0602008-04630 filed 05/01/2008 to Fifth Third Bank

Clerk of Superior Court, Xxxxxx County, GA -UCC Lien

Fidelity National
Capital, LLC

0602008-04693

05/02/2008

Leased equipment

Assignment #0602008-5225 filed /5/20/2008 to M&I Equipment Finance Company; Amendment #0602008-12077 filed 12/11/2008 to change name/address of secured party

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National
Capital, LLC

0602008 - 05064

05/14/2008

Leased equipment

Amendment #0602008-11997 filed 12/11/2008 to change name/address of secured party; Amendment #0602008 - 12075 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National
Capital, LLC

0602008 - 06386

06/19/2008

Leased equipment

Amendment #0602008-11994 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National
Capital, LLC

0602008 - 05503

05/27/2008

Leased equipment

Assignment #0602008-05829 filed 06/04/2008 to Fifth Third Bank

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National
Capital, LLC

0602008 - 06746

06/27/2008

Leased equipment

Amendment #0602008-12036 filed 12/11/2008 to change name/address of secured party; Amendment #0602008 - 12070 filed 12/11/2008 to change name/address of secured party; Assignment #0602008-12381 filed 12/22/2008 to Associated Bank, N.A.

Delaware Department of State — UCC Liens

Banc of America
Leasing & Capital, LLC

20082254520

07/01/2008

Aircraft pursuant to Aircraft Lease Agreement filed solely for precautionary purposes

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National
Capital, LLC

0602008-07156

07/11/2008

Leased equipment

Amendment #0602008-11991 filed 12/11/2008 to change name/address of secured party; Amendment #0602008 - 12034 filed 12/11/2008 to change name/address of secured party

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Clerk of Superior Court, Fultou County, GA— UCC Lien

Fidelity National
Capital, LLC

0602008-07158

07/11/2008

Leased equipment

Assignment #0602008-07793 filed 07/28/2008 to M&I Equipment Finance Company, Amendment #0602008-11992 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA— UCC Lien

Fidelity National
Capital, LLC

0602008-07611

07/23/2008

Leased equipment

Assignment #0602008-08241 filed 08/11/2008 to M&I Equipment Finance Company; Amendment #0602008-11989 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA— UCC Lien

Fidelity National
Capital, LLC

0602008-07767

07/28/2008

Leased equipment

Assignment #0602008-08111 filed 08/07/2008 to Fifth Third Bank

Clerk of Superior Court, Xxxxxx County, GA— UCC Lien

Fidelity National
Capital, LLC

0602008-07848

07/30/2008

Leased equipment

Amendment #0602008-11988 filed 12/11/2008 to change name/address of secured party; Amendment: #0602008 - 12032 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA— UCC Lien

Fidelity National
Capital, LLC

0602008-08000

08/04/2008

Leased equipment

Amendment #0602008- 11987 filed 12/11/2008 to change name/address of secured party; Amendment #0602008 - 12031 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA— UCC Lien

Fidelity National
Capital, LLC

0602008-08432

08/18/2008

Leased equipment

Amendment #0602008-11986 filed 12/11/2008 to change name/address of secured party; Amendment #0602008 - 12030 filed 12/11/2008 to change name/address of secured party

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National
Capital, LLC

0602008-09068

09/05/2008

Leased equipment

Assignment #0602008-09365 filed 09/15/2008 to Fifth Third Bank

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National
Capital, LLC

0602008-09069

09/05/2008

Leased equipment

Assignment #0602008-09364 filed 09/15/2008 to Fifth Third Bank

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National
Capital, LLC

0602008-09081

09/05/2008

Leased equipment

Amendment #0602008-11984 filed 12/11/2008 to change name/address of secured party; Amendment #0602008 - 12028 filed 12/11/2008 to change name/address of secured party; Assignment #0602008-12383 filed 12/22/2008 to Associated Bank, N.A.

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National
Capital, LLC

0602008-09112

09/08/2008

Leased equipment

Amendment #0602008-11983 filed 12/11/2008 to change name/address of secured party; Amendment #0602008 - 12027 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

OFC Capital Corporation

0602008-09492

09/18/2008

Leased equipment

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National
Capital, LLC

0602008-09550

09/22/2008

Leased equipment

Amendment #0602008-11982 filed 12/11/2008 to change name/address of secured party; Amendment #0602008 - 12026 filed 12/11/2008 to change name/address of secured party; Assignment #0602008-12382 filed 12/22/2008 to Associated Bank, N.A.


				*SUMMARY COLLATERAL*	*ADDITIONAL*
*JURISDICTION*	*SECURED PARTY*	*FILE NUMBER*	*FILING DATE*	*DESCRIPTION*	*FILINGS*
Clerk of Superior Court, Xxxxxx County, GA —UCC Lien	Fidelity National Capital, LLC	0602008-09650	09/23/2008	Leased equipment	Amendment #0602008-11981 filed 12/11/2008 to change name/address of secured party; Amendment #0602008-12025 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA —UCC Lien	Fidelity National Capital, LLC	0602008-09792	09/26/2008	Leased equipment	Assignment #0602008- 10111 filed 10/08/2008 to Fifth Third Bank

Clerk of Superior Court, Xxxxxx County, GA —UCC Lien	Fidelity National Capital, LLC	0602008-09793	09/26/2008	Leased equipment	Amendment #0602008-11980 filed 12/11/2008 to change name/address of secured party; Amendment #0602008-12024 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA —UCC Lien	Fidelity National Capital, LLC	0602008-09918	10/01/2008	Leased equipment	Amendment #0602008-11976 filed 12/11/2008 to change name/address of secured party; Amendment #0602008-12021 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA —UCC Lien	Fidelity National Capital, LLC	0602008-10074	10/07/2008	Leased equipment	Amendment #0602008-11977 filed 12/11/2008 to change name/address of secured party; Amendment #0602008-12020 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA —UCC Lien	Fidelity National Capital, LLC	0602008-10130	10/09/2008	Leased equipment	Amendment #0602008-11974 filed 12/11/2008 to change name/address of secured party; Amendment #0602008-12019 filed 12/11/2008 to change name/address of secured party

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

FILE NUMBER

FILING DATE

DESCRIPTION

FILINGS

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National Capital, LLC

0602008-10131

10/09/2008

Leased equipment

Amendment #0602008-11975 filed 12/11/2008 to change name/address of secured party; Amendment #0602008-12018 filed 12/11/2008 to change name/address of secured party

Xxxxxx County, GA —UCC Lien

Banc of America Leasing & Capital, LLC

007200822110

10/14/2008

Equipment

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National Capital, LLC

0602008-10582

10/23/2008

Leased equipment

Amendment #0602008-11973 filed 12/11/2008 to change name/address of secured party; Amendment #0602008-12017 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National Capital, LLC

0602008-11406

11/21/2008

Leased equipment

Amendment #0602008-11972 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National Capital, LLC

0602008-11406

11/21/2008

Leased equipment

Amendment #0602008-11971 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National Capital, LLC

0602008-11408

11/21/2008

Leased equipment

Amendment #0602008-11968 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National Capital, LLC

0602008-11409

11/21/2008

Leased equipment

Amendment #0602008-11969 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA —UCC Lien

Fidelity National Capital, LLC

0602008-11410

11/21/2008

Leased equipment

Amendment #0602008-11970 filed 12/11/2008 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National Capital, LLC

0602008-12116

12/12/2008

Leased equipment

Assignment #0602009-03255 filed 04/17/2009 to SG Equipment Finance USA Corp

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

FILE NUMBER

FILING DATE

DESCRIPTION

FILINGS

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National Capital, LLC

0602008-12117

12/12/2008

Leased equipment

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National Capital, LLC

0602008-12118

12/12/2008

Leased equipment

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National Capital, LLC

0602008-12119

12/12/2008

Leased equipment

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National Capital, LLC

0602008-12240

12/17/2008

Leased equipment

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National Capital, LLC

0602008-12582

12/30/2008

Leased equipment

Assignment #0602009-06779 filed 08/17/2009 to SG Equipment Finance USA Corp

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

BB&T Equipment Finance Corporation

0602000-00312

01/12/2009

Leased aircraft filed for informational
purposes only

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

The Fifth Third Leasing Company

0072009001015

01/16/2009

Leased aircraft filed for informational
purposes only

Amendment #0072009001657 filed 01/29/2009 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National Capital, LLC

0602009-00857

01/29/2009

Leased equipment

Assignment #0602009-06782 filed 08/17/2009 to Fifth Third Bank

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National Capital, LLC

0602009-00858

01/29/2009

Leased equipment

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National Capital, LLC

0602009-02063

03/09/2009

Leased equipment

Amendment #0602009-03750 filed 05/05/2009 to change name/address of secured party

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien

Fidelity National Capital, LLC

0602009-02047

03/09/2009

Leased equipment

Assignment #0602009-06780 filed 08/17/2009 to Fifth Third Bank


				*SUMMARY COLLATERAL*	*ADDITIONAL*
*JURISDICTION*	*SECURED PARTY*	*FILE NUMBER*	*FILING DATE*	*DESCRIPTION*	*FILINGS*
Clerk of Superior Court, Xxxxxx County, GA — UCC Lien	Fidelity National Capital, LLC	0602009-02048	03/09/2009	Leased equipment

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien	Fidelity National Capital, LLC	0602009-02049	03/09/2009	Leased equipment

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien	Fidelity National Capital, LLC	0602009-02061	03/09/2009	Leased equipment

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien	Fidelity National Capital, LLC	0602009-02062	03/09/2009	Leased equipment

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien	Fidelity National Capital, LLC	0602009-03491	04/24/2009	Leased equipment

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien	Fidelity National Capital, LLC	0602009-03492	04/24/2009	Leased equipment

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien	Fidelity National Capital, LLC	0602009-03493	04/24/2009	Leased equipment

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien	Fidelity National Capital, LLC	0602009-03742	05/05/2009	Leased equipment

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien	Fidelity National Capital, LLC	0602009-04800	06/09/2009	Leased equipment

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien	Fidelity National Capital, LLC	0602009-04801	06/09/2009	Leased equipment	Assignment #0602009-06784 filed 08/17/2009 to Fifth Third Bank

Clerk of Superior Court, Xxxxxx County, GA — UCC Lien	Fidelity National Capital, LLC	0602009-04802	06/09/2009	Leased equipment	Assignment #0602009-06783 filed 08/17/2009 to Fifth Third Bank


				*SUMMARY COLLATERAL*	*ADDITIONAL*
*JURISDICTION*	*SECURED PARTY*	*FILE NUMBER*	*FILING DATE*	*DESCRIPTION*	*FILINGS*
Clerk of Superior Court, Xxxxxx County, GA —UCC Lien	Fidelity National Capital, Inc.	0602009-04895	06/12/2009	Leased equipment	Assignment #0602009-05294 filed 06/26/2009 to Fifth Third Bank

Clerk of Superior Court, Xxxxxx County, GA —UCC Xxxx	Xxxxxxx Service Company, LLC	0602009-04896	06/12/2009	Leased equipment	Assignment #0602009-05287 filed 06/26/2009 to Fifth Third Bank

Clerk of Superior Court, Xxxxxx County, GA —UCC Xxxx	Xxxxxxx Service Company, LLC	0602009-04897	06/12/2009	Leased equipment	Assignment #0602009-05288 filed 06/26/2009 to Fifth Third Bank

Clerk of Superior Court, Xxxxxx County, GA —UCC Xxxx	Xxxxxxx Service Company, LLC	0602009-04898	06/12/2009	Leased equipment	Assignment #0602009-05289 filed 06/26/2009 to Fifth Third Bank

Clerk of Superior Court, Xxxxxx County, GA —UCC Lien	Fidelity National Capital, LLC	0602009-05727	07/10/2009	Leased equipment

Clerk of Superior Court, Xxxxxx County, GA —UCC Lien	Fidelity National Capital, LLC	0602009-05729	07/10/2009	Leased equipment

Clerk of Superior Court, Xxxxxx County, GA —UCC Lien	Fidelity National Capital, LLC	0602009-05730	07/10/2009	Leased equipment

Clerk of Superior Court, Xxxxxx County, GA —UCC Lien	Fidelity National Capital, LLC	0602009-05731	07/10/2009	Leased equipment

Clerk of Superior Court, Xxxxxx County, GA —UCC Lien	Fidelity National Capital, LLC	0602009-05732	07/10/2009	Leased equipment

Clerk of Superior Court, Xxxxxx County, GA —UCC Lien	Fidelity National Capital, LLC	0602009-05733	07/10/2009	Leased equipment

Clerk of Superior Court, Xxxxxx County, GA —UCC Lien	Fidelity National Capital, LLC	0602009-05735	07/10/2009	Leased equipment

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

FILE NUMBER

FILING DATE

DESCRIPTION

FILINGS

Clerk of Superior Court, Xxxxxx County, GA —UCC Lien

Fidelity National
Capital, LLC

0602009-06013

07/20/2009

Leased equipment

Clerk of Superior Court, Xxxxxx County, GA —UCC Xxxx

XxXxxxx Systems Leasing, Inc.

0072009016573

09/10/2009

Leased equipment

Aurum Technology LLC

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

FILE NUMBER

FILING DATE

DESCRIPTION

FILINGS

Delaware Secretary of State — UCC Liens

Softech/Bankers Division of EAB Leasing Corp,

22072696

08/12/02

General intangibles and property

Continuation #20071352235 filed 04/11/2007 for Softech/Bankers Division of EAB Leasing Corp.

Delaware Secretary of State — UCC Liens

Softech/Bankers Division of EAB Leasing Corp.

22079576

08/13/02

Leased goods

Continuation #20071352219 filed 04/11/2007 for Softech/Bankers Division of EAB Leasing Corp.

Delaware Secretary of State — UCC Liens

Dynamic Funding Inc. De Xxxx Xxxxxx Financial Services, Inc.

32634312

10/09/03

Leased equipment

Delaware Secretary of State — UCC Liens

Xxxxxxx Xxxxx Capital

32830787

10/28/03

Leased equipment

Delaware Secretary of State — UCC Liens

Xxxxxxx Xxxxx Capital

33333849

12/17/03

Leased property

Amendment #40074619 filed 01/12/04 to change name/address of secured party; Amendment #40083693 filed 01/12/04 to add collateral; Amendment #40103632 filed 01/14/04 to add collateral; and Amendment #41269333 filed 04/23/04 to change name/address of secured party

Delaware Secretary of State — UCC Liens

Xxxxxxx Xxxxx Capital

33373589

12/19/03

Leased property

Amendment #40141137 filed 01/16/04 to add collateral and Amendment #40141152 filed 01/16/04 to change name/address of secured party

Delaware Secretary of State — UCC Liens

IOS Capital

40532608

02/17/04

Leased equipment

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

FILE NUMBER

FILING DATE

DESCRIPTION

FILINGS

Delaware Secretary of State — UCC Liens

Key Equipment Finance Inc. (f/k/a Leasetec Corporation)

51866319

06/17/05

Continuation filing

Amendment #51866350 filed 06/17/05 to change name/address of debtor and Amendment #51866392 filed 06/17/05 to change the name/address of secured party to

Certegy Check Services, Inc.

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

FILE NUMBER

FILING DATE

DESCRIPTION

FILINGS

Delaware Secretary of State — UCC Liens

Relational Funding
Corporation

32347790

09/11/03

Leased property

Partial Release # 43587005 filed on 12/14/04 assigning to Banc of America Leasing & Capital, LLC; Partial Release # 51620815 filed on 05/19/05 assigning to IBM Credit LLC; Assignment # 53734663 filed on 11/28/05 assigning to IBM Credit LLC; Assignment #61861863 filed on 05/30/06 assigning to Banc of America Leasing & Capital, LLC; Continuation # 20082969002 filed on 09/02/2008 by Relational Funding Corporation; Partial Assignment # 20091230041 filed on 04/13/2009 assigning to MB Financial Bank, N.A.; Partial Assignment # 20091233466 filed on 04/13/2009 assigning to Park National Bank;

Delaware Secretary of State — UCC Liens

Cavalry SPV I, LLC

40968364

04/06/04

Accounts purchased pursuant to Account Purchase Agreement

Delaware Secretary of State — UCC Liens

Arrow Financial Services LLC

50787789

03/11/05

Accounts purchased pursuant to Account Purchase Agreement

Delaware Secretary of State — UCC Liens

FNF Capital, LLC

53692481

11/22/05

Leased computer equipment

Assignment #54021292 filed on 12/27/05 to Banc of America Leasing & Capital LLC

Delaware Secretary of State — UCC Liens

FNF Capital, LLC

53692507

11/22/05

Leased computer equipment

Delaware Secretary of State — UCC Liens

Cavalry Investments, LLC

60236695

01/20/06

Accounts purchased pursuant to Account Purchase Agreement

SUMMARY COLLATERAL

JURISDICTION

SECURED PARTY

FILE NUMBER

FILING DATE

DESCRIPTION

ADDITIONAL FILINGS

Delaware Secretary of State — UCC Liens

FNF Capital, LLC

61986181

06/12/06

Leased equipment

Amendment #62010643 filed on 06/13/06 changing name of FNF Capital to Fidelity National Information Services; Assignment #62094902 filed on 06/14/06 assigning to Banc of America Leasing & Capital, LLC

Delaware Secretary of State — UCC Liens

Cavalry Investments, LLC

62292902

07/03/06

Accounts purchased pursuant to Account Purchase Agreement

Delaware Secretary of State — UCC Liens

FNF Capital, LLC

64073573

11/03/06

Leased computer equipment

Delaware Secretary of State — UCC Liens

FNF Capital, LLC

20070015643

12/26/06

Leased computer equipment

Amendment #20071177889 filed 3/26/07 amending secured party’s name to Fidelity National Capital, LLC

Delaware Secretary of State — UCC Liens

FNF Capital, LLC

20070015734

12/26/06

Leased computer equipment

Partial Assignment #20071137040 filed 3/20/07 to U.S. Bancorp Equipment Finance, Inc.;

Amendment #20071177970 filed 3/26/07 amending secured party’s name to Fidelity National Capital, LLC

Delaware Secretary of State — UCC Liens

FNF Capital, LLC

20070445733

02/01/2007

Leased computer equipment

Assignment #20071600112 filed 04/25/2008 to Fifth Third Bank

Delaware Secretary of State — UCC Liens

FNF Capital, LLC

20070702042

02/21/2007

Leased computer equipment

Delaware Secretary of State — UCC Liens

FNF Capital, LLC

20070753409

02/26/2007

Leased computer equipment

Assignment #20071375731 filed 04/05/2007 to Fifth Third Bank

Delaware Secretary of State — UCC Liens

Fidelity National Capital

20070884709

03/05/2007

Leased computer equipment

Assignment #20071004638 filed 03/16/2007 to US Bancorp Equipment Finance, Inc.

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

FILE NUMBER

FILING DATE

DESCRIPTION

FILINGS

Delaware Secretary of State — UCC Liens

Fidelity National Capital

20071315026

04/03/2007

Leased computer equipment

Delaware Secretary of State — UCC Liens

Fidelity National Capital, LLC

20071857589

05/14/2007

Leased computer equipment

Assignment #20072593506 filed 06/22/2007 to Fifth Third Bank

Delaware Secretary of State — UCC Liens

Fidelity National Capital, LLC

20071857597

05/14/2007

Leased computer equipment

Assignment #20072594645 filed 06/22/2007 to Fifth Third Bank

Delaware Secretary of State — UCC Liens

Fidelity National Capital, LLC

20071857696

05/14/2007

Leased computer equipment

Assignment #20072594751 filed 06/22/2007 to Fifth Third Bank

Delaware Secretary of State — UCC Liens

Fidelity National Capital, LLC

20073033551

07/18/2007

Leased computer equipment

Delaware Secretary of State — UCC Liens

Fidelity National Capital, LLC

20073123634

08/16/2007

Leased computer equipment

Assignment #20073522991 filed 08/21/2007 to Fifth Third Bank: Assignment #20074062120 filed 10/09/2007 to Fifth Third Bank

Delaware Secretary of State — UCC Liens

Fidelity National Capital, LLC

20073156170

08/20/2007

Leased computer equipment

Assignment #20073523890 filed 08/21/2007 to Fifth Third Bank

Delaware Secretary of State — UCC Liens

Fidelity National Capital, LLC

20082464194

07/17/2008

Leased computer equipment

Delaware Secretary of State — UCC Liens

Fidelity National Capital, LLC

20082464921

07/17/2008

Leased computer equipment

Certegy Payment Recovery Services, Inc.


				*SUMMARY COLLATERAL*	*ADDITIONAL*
*JURISDICTION*	*SECURED PARTY*	*FILE NUMBER*	*FILING DATE*	*DESCRIPTION*	*FILINGS*
Georgia Cooperative —Xxxxxx County — UCC Liens	IBM Credit LLC	000-0000-000000	12/09/2004	Leased computer equipment

eFunds Corporation

JURISDICTION

SECURED PARTY

FILE NUMBER

FILING DATE

SUMMARY COLLATERAL DESCRIPTION

ADDITIONAL FILINGS

Delaware Secretary of State- UCC Liens

Computer Sales International, Inc.

40321457

01/14/2004

Leased equipment

Delaware Secretary of State- UCC Liens

Hewlett-Packard Financial Services Company

42487116

09/02/2004

Leased equipment

Delaware Secretary of State- UCC Liens

Computer Sales International, Inc.

50150400

01/13/2005

Lease filed as a precautionary filing

Delaware Secretary of State- UCC Liens

IBM Credit LLC

50365362

02/02/2005

Lease filed as a precautionary filing

Delaware Secretary of State- UCC Liens

Computer Sales International, Inc.

50651720

02/17/2005

Lease filed as a precautionary filing

Delaware Secretary of State- UCC Liens

Computer Sales International, Inc.

51326025

04/29/2005

Lease filed as a precautionary filing

Amendment #53123362 filed 10/10/2005 to change name/address of secured party; Amendment #53367415 filed 10/24/2005 to restate collateral; Assignment #53367456 filed 10/24/2005 to First Bank of Highland Park; Assignment # 20083023015 filed 09/08/2008 to CSI Leasing, Inc.

Delaware Secretary of State- UCC Liens

IBM Credit LLC

51345405

05/02/2005

Lease filed as a precautionary filing

Delaware Secretary of State- UCC Liens

IBM Credit LLC

52719517

09/01/2005

Lease filed as a precautionary filing

Delaware Secretary of State- UCC Liens

IBM Credit LLC

60379180

02/01/2006

Lease filed as a precautionary filing

Delaware Secretary of State- UCC Liens

General Electric Capital Corporation

63767381

10/13/2006

Lease filed as a precautionary filing

Delaware Secretary of State- UCC Liens

General Electric Capital Corporation

64045720

11/01/2006

Lease filed as a precautionary filing

Delaware Secretary of State- UCC Liens

IBM Credit LLC

64241642

12/06/2006

IBM Equipment, filed as a precautionary filing

JURISDICTION

SECURED PARTY

FILE NUMBER

FILING DATE

SUMMARY COLLATERAL DESCRIPTION

ADDITIONAL FILINGS

Delaware Secretary of State- UCC Liens

IBM Credit LLC

20070975913

03/08/2007

IBM Equipment, filed as a precautionary filing

Delaware Secretary of State- UCC Liens

GFC Leasing, A Division of Xxxxxx Xxxxxx Co., Inc.

20071292795

04/06/2007

Leased computer equipment

Delaware Secretary of State- UCC Liens

GFC Leasing, A Division of Xxxxxx Xxxxxx Co., Inc.

20071983427

05/25/2007

Leased computer equipment

Delaware Secretary of State- UCC Liens

GFC Leasing

20072056355

06/01/2007

Leased computer equipment

Delaware Secretary of State- UCC Liens

GFC Leasing

20072452869

06/28/2007

Leased computer equipment

Delaware Secretary of State- UCC Liens

CSI Leasing, Inc.

20072844198

07/27/2007

Lease filed as a precautionary filing

Delaware Secretary of State — UCC Liens

CSI Leasing, Inc.

20082189551

06/26/2008

Lease filed as a precautionary filing

Fidelity Information Services, Inc.

JURISDICTION

SECURED PARTY

FILE NUMBER

FILING DATE

SUMMARY COLLATERAL DESCRIPTION

ADDITIONAL FILINGS

Arkansas Secretary of State -UCC Liens

Fleet Capital Corporation, successor by merger to BancBoston Leasing, Inc.

00-01222876

01/03/2000

Leased equipment

Amendment #03-12493136 filed 04/07/2003 changing Secured Party name: Amendment #03- 12518147 filed 06/16/2003 changing Debtor name; Continuation #04-12640225 filed 07/16/2004

Arkansas Secretary of State -UCC Liens

Minolta Business Solutions

04-1255916609

10/24/2003

Leased equipment filed for notification purposes only

Arkansas Secretary of State -UCC Liens

IBM Credit LLC

04-1257383942

12/18/2003

Computer equipment and related software for precautionary filing

Arkansas Secretary of State -UCC Liens

IBM Credit LLC

04-1257671841

12/31/2003

Computer equipment and related software for precautionary filing

Arkansas Secretary of State -UCC Liens

IBM Credit LLC

04-1258900150

02/11/2004

Computer equipment and related software for precautionary filing

Arkansas Secretary of State -UCC Liens

IBM Credit LLC

04-0000000000

04/07/2004

Computer equipment and related software for precautionary filing

Arkansas Secretary of State -UCC Liens

Xxxxxx Xxxxxxxxxxx

05-1266916319

10/22/2004

Computer equipment and related items

Arkansas Secretary of State -UCC Liens

IBM Credit LLC

06-0000000000

02/28/2005

Computer equipment and related software for precautionary filing

Arkansas Secretary of State UCC Liens

Oce North America, Inc.

7129192737

02/05/2007

Financed equipment

Arkansas Secretary of State UCC Liens

Oce North America, Inc.

7129278367

03/05/2007

Financed equipment

Arkansas Secretary of State UCC Liens

Oce North America, Inc.

7129279391

03/05/2007

Financed equipment

Arkansas Secretary of State UCC Liens

Oce North America, Inc.

0000000000

03/05/2007

Financed equipment

Arkansas Secretary of State UCC Liens

Oce North America, Inc.

7129279560

03/05/2007

Financed equipment

JURISDICTION

SECURED PARTY

FILE NUMBER

FILING DATE

SUMMARY COLLATERAL DESCRIPTION

ADDITIONAL FILINGS

Arkansas Secretary of State UCC Liens

Cisco Systems Capital Corporation

7129782777

08/06/2007

Financed equipment

Arkansas Secretary of State UCC Liens

Oce North America, Inc.

0000000000

05/21/2008

Financed Equipment

Arkansas Secretary of State UCC Liens

Oce North America, Inc.

7130596250

05/21/2008

Financed equipment

Arkansas Secretary of State UCC Liens

Ikon Financial SVCS

7131000084

10/16/2008

Equipment filed for notification purposes only

Arkansas Secretary of State UCC Liens

US Bancorp

7131182830

01/08/2009

Equipment filed for notification purposes only

Arkansas Secretary of State UCC Liens

US Bancorp

7131365982

03/20/2009

Equipment filed for notification purposes only

Fidelity National Information Services, LLC

JURISDICTION

SECURED PARTY

FILE NUMBER

FILING DATE

SUMMARY COLLATERAL DESCRIPTION

ADDITIONAL FILINGS

Delaware Department of State — UCC Liens

Fleet National Bank

00000000

08/17/2004

Aircraft Lease and purchase filed solely for precautionary purposes

Amendment #51691717 filed 05/23/2005 to restate collateral; Amendment #6043040 filed 02/03/2006 to add name of debtor (Fidelity National Information Services, Inc.); Amendment #60430413 filed 02/03/2006 to change; name of secured party (to Bank of America, N.A.)

Delaware Department of State — UCC Liens

FNF Capital, LLC

61967884

06/09/2006

Equipment lease filed solely for precautionary purposes

Delaware Department of State — UCC Liens

FNF Capital, LLC

6201533

06/13/2006

Equipment lease

Delaware Department of State — UCC Liens

FNF Capital, LLC

62016095

06/13/2006

Equipment lease

Delaware Department of State — UCC Liens

FNF Capital, LLC

6201949

06/13/2006

Equipment lease

Delaware Department of State — UCC Liens

US Bancorp

20083174081

09/18/2008

Equipment

Fidelity National Information Solutions, Inc.

JURISDICTION

SECURED PARTY

FILE NUMBER

FILING DATE

SUMMARY COLLATERAL DESCRIPTION

ADDITIONAL FILINGS

Delaware Secretary of State -UCC Liens

De Xxxx Xxxxxx Financial Services, Inc.

32989112

11/13/2003

Computer Equipment

Fidelity National Payment Services, Inc.

JURISDICTION

SECURED PARTY

FILE NUMBER

FILING DATE

SUMMARY COLLATERAL DESCRIPTION

ADDITIONAL FILINGS

Delaware Secretary of State — UCC Liens

Hewlett-Packard Financial Services, Inc.

32308982

09/08/03

All computer equipment leased pursuant to Master Lease Agreement

InterCept, Inc.

JURISDICTION

SECURED PARTY

FILE NUMBER

FILING DATE

SUMMARY COLLATERAL DESCRIPTION

ADDITIONAL FILINGS

Superior Court Xxxxxx County, GA — UCC Liens

Key Equipment Finance

0000000000

12/31/2002

Leased equipment filed for
precautionary purposes only

Continuation, file #007-200713272 filed 7/03/2007; Amendment, file # 007-200715277 filed 7/31/2007 changing secured party name to Key Equipment Finance, Inc.

Georgia Cooperative-Gwinnett County — UCC Liens

General Electric Capital Corporation

2003010686

10/08/2003

Leased equipment filed solely for
precautionary purposes

Georgia Cooperative-Gwinnett County — UCC Liens

General Electric Capital Corporation

2003010687

10/08/2003

Leased equipment filed solely for
precautionary purposes

Georgia Cooperative-Gwinnett County — UCC Liens

IOS Capital

2003010729

10/09/2003

Leased equipment filed solely for
precautionary purposes

Georgia Cooperative-
Gwinnett County — UCC Liens

IOS Capital

2003010830

10/13/2003

Leased equipment filed solely for
precautionary purposes

Georgia Cooperative
Gwinnett County — UCC Liens

IOS Capital

2003010831

10/13/2003

Leased equipment filed solely for
precautionary purposes

Georgia Cooperative-
Gwinnett County — UCC Liens

General Electric Capital Corporation

2003010921

10/15/2003

Leased equipment filed solely for
precautionary purposes

Georgia Cooperative-Gwinnett County — UCC Liens

General Electric Capital Corporation

2003010995

10/16/2003

Leased equipment filed solely for
precautionary purposes

Georgia Cooperative-
Gwinnett County — UCC Liens

IBM Credit LLC

2004003230

03/17/2004

Leased equipment and software filed solely for precautionary purposes

JURISDICTION

SECURED PARTY

FILE NUMBER

FILING DATE

SUMMARY COLLATERAL DESCRIPTION

ADDITIONAL FILINGS

Georgia Cooperative-Gwinnett County — UCC Liens

General Electric Capital
Corporation

006744

07/06/2004

Equipment filed as a precaution

Amendment #009043 filed 07/30/2007 to change name/address of debtor

Georgia Cooperative-
Gwinnett County — UCC Liens

General Electric Capital
Corporation

006745

07/06/2004

Equipment filed as a precaution

Amendment #009044 filed 07/30/2007 to change name/address of debtor

Georgia Cooperative- Gwinnett County — UCC Liens

BBH Financial Services Company

2004010560

08/09/2004

Leased equipment filed solely for
precautionary purposes

Georgia Cooperative-Gwinnett County — UCC Liens

IBM Credit LLC

2004012396

09/15/2004

Leased equipment and software filed solely for precautionary purposes

Georgia Cooperative
Gwinnett County — UCC Liens

IOS Capital

2003012185

11/18/2003

Leased equipment filed solely for
precautionary purposes

Georgia Cooperative-Gwinnett County — UCC Liens

IOS Capital

2003013262

12/16/2003

Leased equipment filed solely for
precautionary purposes

Georgia Cooperative-Gwinnett County — UCC Liens

IOS Capital

2004001611

02/17/2004

Leased equipment filed solely for
precautionary purposes

Georgia Cooperative-Gwinnett County — UCC Liens

IOS Capital

2004001687

02/18/2004

Leased equipment filed solely for
precautionary purposes

Georgia Cooperative-Gwinnett County — UCC Liens

IOS Capital

2004006473

06/29/2004

Leased equipment filed solely for
precautionary purposes

Georgia Cooperative-Gwinnett County — UCC Liens

General Electric Capital
Corporation

2004006744

07/06/2004

Leased equipment filed solely for
precautionary purposes

Amendment #009043 filed 07/30/2007 to change name/address of debtor

Georgia Cooperative-Gwinnett County — UCC Liens

General Electric Capital
Corporation

2004006745

07/06/2004

Leased equipment filed solely for
precautionary purposes

Amendment # 009044 filed 07/30/2007 to change name/address of debtor

JURISDICTION

SECURED PARTY

FILE NUMBER

FILING DATE

SUMMARY COLLATERAL DESCRIPTION

ADDITIONAL FILINGS

Georgia Cooperative-Gwinnett County — UCC Liens

IOS Capital

2004007758

07/30/2004

Leased equipment filed solely for
precautionary purposes

Georgia Cooperative- Gwinnett County — UCC Liens

IOS Capital

2004008682

08/24/2004

Leased equipment filed solely for
precautionary purposes

Georgia Cooperative- Gwinnett County — UCC Liens

IOS Capital

2004009871

10/01/2004

Leased equipment filed solely for
precautionary purposes

Georgia Cooperative- Gwinnett County — UCC Liens

IOS Capital

2004010394

10/18/2004

Leased equipment filed solely for
precautionary purposes

Wildcard Systems, Inc.

JURISDICTION

SECURED PARTY

FILE NUMBER

FILING DATE

SUMMARY COLLATERAL DESCRIPTION

ADDITIONAL FILINGS

Florida Secured Transaction Registry — UCC Lien

Nextiraone

200407682846

08/18/2004

Computer/software System

Florida Secured Transaction Registry — UCC Lien

Nextiraone

200407682854

08/18/2004

Computer/software System

Florida Secured Transaction Registry — UCC Lien

Banc of America Leasing & Capital, LLC

200407904466

09/20/2004

Leased IT equipment

Florida Secured Transaction Registry — UCC Lien

Citicorp Vendor Finance, Inc.

20040823457X

11/03/2004

Copier

Florida Secured Transaction Registry — UCC Lien

Banc of America Leasing & Capital, LLC

200408364465

11/22/2004

Leased Equipment

Florida Secured Transaction Registry — UCC Lien

Banc of America Leasing & Capital, LLC

200509129763

03/07/2005

Leased Equipment

Metavante Corporation

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Wisconsin Department of Financial Institutions — UCC Xxxx

Xxxxxxx Group Inc d/b/a
Modern Business Machines

050003663018

03/14/2005

Copy equipment

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070013635927

10/02/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070013727323

10/03/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070013800517

10/04/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070013926728

10/08/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070014023515

10/09/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070014061315

10/10/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070014325419

10/16/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070014462825

10/18/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070014500717

10/19/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

M&I Equipment Finance Company

070014576831

10/22/2007

Leased aircraft for informational purposes only

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070014738730

10/24/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070014826223

10/26/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070014986836

10/30/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070015095222

11/01/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070015163420

11/02/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070015325117

11/06/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070015523420

11/09/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070015797130

11/15/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070015840523

11/16/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070016199329

11/26/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070016262825

11/27/2007

Leased equipment for informational purposes only

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070016453019

11/30/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070016520216

12/03/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070016529023

12/04/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070016592730

12/04/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070016589029

12/04/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070016598029

12/04/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

GFC Leasing, A Division of Xxxxxx Xxxxxx Co., Inc.

070016614624

12/05/2007

Leased equipment

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070016649026

12/05/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070016722321

12/06/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070016765429

12/07/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070016875128

12/10/2007

Leased equipment for informational purposes only

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070016936227

12/11/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070016965936

12/12/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070017173322

12/17/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070017216118

12/17/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070017274930

12/18/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070017358226

12/20/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070017402115

12/20/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070017568532

12/26/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070017690225

12/28/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

070017777837

12/31/2007

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080000167317

01/03/2008

Leased equipment for informational purposes only

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080000323206

01/04/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080000291416

01/07/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080000468523

01/09/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080000561517

01/10/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080000625013

01/11/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080000885829

01/16/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080001105108

01/22/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080001403311

01/28/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080001480215

01/29/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080001731315

02/04/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

Canon Financial Services

080001861420

02/06/2008

Leased equipment

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080001936120

02/07/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080002088018

02/11/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080002305414

02/15/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080002637927

02/22/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080002704821

02/25/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080002772422

02/27/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080002824016

02/27/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080003119620

03/05/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080003246621

03/07/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080003598025

03/14/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080003692727

03/17/2008

Leased equipment for informational purposes only

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080003882627

03/20/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080004007112

03/24/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080004144013

03/26/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080004330212

03/31/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080004655626

04/04/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080004819426

04/08/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080005120513

04/14/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080005521922

04/21/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions UCC — Lien

IBM Credit LLC

080005680524

04/23/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080005944729

04/28/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080006084018

04/30/2008

Leased equipment for informational purposes only

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080006289934

05/05/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080006882731

05/14/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080007804827

06/02/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080009126421

06/06/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080008299937

06/10/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080008478835

06/13/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080008762730

06/19/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080008858029

06/20/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080008942225

06/23/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080009019120

06/24/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080009184325

06/27/2008

Leased equipment for informational purposes only

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080009284225

06/30/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080009380828

07/01/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080009588737

07/07/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080009703019

07/09/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080009798336

07/10/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080010175923

07/18/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080010378524

07/23/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080010377220

07/23/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080010902315

08/04/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

CCA Financial, LLC

080011425821

08/13/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080012795630

09/11/2008

Leased equipment for informational purposes only

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080011788631

08/20/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080011851319

08/21/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080012570924

09/08/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080012642419

09/09/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080012650115

09/09/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

Canon Financial Services

080012723722

09/10/2008

Leased equipment

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080012735826

09/10/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080012795630

09/11/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080012863828

09/12/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080012940521

09/15/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions UCC Lien

IBM Credit LLC

080012996734

09/16/2008

Leased equipment for informational purposes only

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080013068220

09/17/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080013190014

09/19/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080013260214

09/22/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080013406317

09/24/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080013505317

09/26/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080013596630

09/29/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080013710921

10/01/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080013738527

10/01/2008

Leased equipment for Informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

GFC Leasing

080013938428

10/06/2008

Leased equipment

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080013950725

10/06/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080014012008

10/07/2008

Leased equipment for informational purposes only

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080014079122

10/08/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080014574324

10/20/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080014575123

10/20/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080014622924

10/21/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080014700820

10/22/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080014758631

10/23/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080014950524

10/28/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080015012312

10/29/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080015123416

10/31/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080015268628

11/04/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080015336018

11/05/2008

Leased equipment for informational purposes only

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Wisconsin Department of Financial Institutions — UCC Lien

GFC Leasing

080015978535

11/19/2008

Copy equipment

Wisconsin Department of Financial Institutions — UCC Lien

GFC Leasing

080016569128

12/04/2008

Copy equipment

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080016684328

12/08/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080016686330

12/08/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080016710823

12/08/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080016897334

12/11/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

GFC Leasing

080017004719

12/15/2008

Copy equipment

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080017310719

12/22/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

GFC Leasing, A Division of Xxxxxx Xxxxxx Co., Inc.

080017491123

12/29/2008

Leased equipment

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080017515524

12/29/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

GFC Leasing

080017583832

12/30/2008

Copy equipment

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

080017584530

12/30/2008

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090000119819

01/05/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090000359623

01/08/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

09000488121

01/12/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090000617014

01/14/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

Banc of America Leasing & Capital, LLC

09000719724

01/16/2009

Leased equipment

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090001093720

01/26/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

GFC Leasing, A Division of Xxxxxx Xxxxxx Co., Inc.

090001779529

02/10/2009

Leased equipment

Wisconsin Department of Financial Institutions — UCC Lien

GFC Leasing

090001835017

02/11/2009

Copy equipment

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090002634924

03/03/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

GFC Leasing

090002750923

03/05/2009

Copy equipment

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090002922823

03/09/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090003034717

03/11/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090003104614

03/12/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

GFC Leasing

090003317822

03/18/2009

Copier equipment

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090003458121

03/20/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090003541417

03/23/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090003652319

03/25/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

GFC Leasing, A Division of Xxxxxx Xxxxxx Co., Inc.

090003811114

03/30/2009

Leased equipment

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090004079424

04/03/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

GFC Leasing, A Division of Xxxxxx Xxxxxx Co., Inc.

090004112715

04/03/2009

Leased equipment

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090004382320

04/09/2009

Leased equipment for informational purposes only

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090004446220

04/10/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

GFC Leasing, A Division of Xxxxxx Xxxxxx Co., Inc.

090004517118

04/13/2009

Leased equipment

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090004587024

04/14/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

GFC Leasing, A Division of Xxxxxx Xxxxxx Co., Inc.

090005191521

04/27/2009

Leased equipment

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090006487429

05/26/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090006884430

06/03/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090007499736

06/17/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090007692327

06/22/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090007819530

06/24/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090007911422

06/26/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090008126825

07/01/2009

Leased equipment for informational purposes only

FILE

SUMMARY COLLATERAL

ADDITIONAL

JURISDICTION

SECURED PARTY

NUMBER

FILING DATE

DESCRIPTION

FILINGS

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090008182827

07/02/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090008329426

07/07/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090009060621

07/23/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090009212014

07/28/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090009476935

08/04/2009

Leased equipment for Informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

Canon Financial
Services

090010185217

08/21/2009

Leased equipment

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090010446924

08/28/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090010510108

08/31/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090010576120

09/01/2009

Leased equipment for informational purposes only

Wisconsin Department of Financial Institutions — UCC Lien

IBM Credit LLC

090011053111

09/14/2009

Leased equipment for informational purposes only

Entity

State

Jurisdiction

Thru Date

Original File Date

File Number

File Type

Secured Party

Collateral

ADMINISOURCE COMMUNICATIONS, INC.

SECRETARY OF STATE

10/11/07

12/17/98

9800251786

UCC-1

XXXX & XXXXXX FINANCIAL SERVICES COMPANY

OFFICE EQUIPMENT

07/23/03 09/09/03

300353935 400411799

AMENDMENT CONTINUATION

01/12/04

40053620010

UCC-1

XEROX CAPITAL

XEROX EQUIPMENT

SERVICES LLC

ADVANCED FINANCIAL SOLUTIONS, INC.

OKLAHOMA COUNTY CENTRAL FILING

10/09/07

10/25/02

2002013386429

UCC-1

AMERITECH CREDIT CORPORATION

TELECOMMUNICATIONS AND DATA EQUIPMENT

XXXXXXXX CORPORATION

DEPT OF FINANCIAL

10/01/07

01/27/06

60001514617

UCC-1

CIT

SERVER/EQUIPMENT

INSTITUTIONS

COMMUNICATIONS

FINANCE CORPORATION

LINK2GOV CORP.

SECRETARY OF STATE

10/15/07

12/04/02 11/21/03

202-064673

UCC-1

AMSOUTH LEASING

COMPUTER EQUIPMENT AND

03/19/04

303-047686

UCC-1

CORPORATION CIT

PERIPHERALS

304-019062

UCC-1

FINANCIAL USA. INC.

COMPUTER EQUIPMENT AND

DELL FINANCIAL

PERIPHERALS

SERVICES, LP

COMPUTER EQUIPMENT AND

PERIPHERALS

METAVANTE CORPORATION

DEPT OF FINANCIAL

10/01/07

10/24/01

010007106923

UCC-1

CISCO SYSTEMS

COMPUTER AND TELECOMMUNICATIONS EQUIPMENT AND SOFTWARE AND PURCHASE

INSTITUTIONS

05/19/06

060007706424

CONTINUATION

CAPITAL CORPORATION

MONEY RELATED THERETO

Schedule 7.1

Entity

State

Jurisdiction

Thru Date

Original File Date

file Number

File Type

Secured Party

Collateral

10/28/02

020019090019

UCC-1

IBM CREDIT CORP*

10/30/02

020019251725

UCC-1

IBM CREDIT CORP

11/01/02

020019400923

UCC-1

IBM CREDIT CORP

11/04/02

020019484632

UCC-1

IBM CREDIT CORP

11/05/02

020019551425

UCC-1

IBM CREDIT CORP

11/08/02

020019813527

UCC-1

IBM CREDIT CORP

11/13/02

020020071616

UCC-1

IBM CREDIT CORP

11/13/02

020020073820

UCC-1

IBM CREDIT CORP

11/18/02

020020345216

UCC-1

IBM CREDIT CORP

12/05/02

020021243517

UCC-1

IBM CREDIT CORP

12/09/02

020021385019

UCC-1

LEASING TECHNOLOGIES INTERNATIONAL, INC

EQUIPMENT

12/09/02

020021385120

UCC-1

LEASING TECHNOLOGIES INTERNATIONAL, INC

EQUIPMENT

12/11/02

020021611112

UCC-1

IBM CREDIT CORP

12/11/02

020021611617

UCC-1

IBM CREDIT CORP

12/12/02

020021687529

UCC-1

IBM CREDIT CORP

12/17/02

020021942321

UCC-1

IBM CREDIT CORP

12/18/02

020022004917

UCC-1

IBM CREDIT CORP

12/20/02

020022154317

UCC-1

IBM CREDIT CORP

12/23/02

020022289225

UCC-1

IBM CREDIT CORP

01/02/03

030000130307

UCC-1

IBM CREDIT CORP

01/06/03

030000357924

UCC-1

IBM CREDIT LLC *

01/15/03

030000896730

UCC-1

IBM CREDIT LLC

01/27/03

030001539018

UCC-1

IBM CREDIT LLC

02/12/03

030002452922

UCC-1

IBM CREDIT LLC

02/13/03

030002539726

UCC-1

IBM CREDIT LLC

02/14/03

030002603011

UCC-1

IBM CREDIT LLC

Schedule 7.1

Entity

State

Jurisdiction

Thru Date

Original File Date

file Number

File Type

Secured Party

Collateral

02/19/03

030002837020

UCC-1

IBM CREDIT LLC

02/21/03

030002999332

UCC-1

IBM CREDIT LLC

02/24/03

030003104109

UCC-1

IBM CREDIT LLC

03/03/03

030003495425

UCC-1

IBM CREDIT LLC

03/10/03

030003929427

UCC-1

IBM CREDIT LLC

03/12/03

030004075925

UCC-1

IBM CREDIT LLC

03/17/03

030004338321

UCC-1

IBM CREDIT LLC

03/19/03

030004498530

UCC-1

IBM CREDIT LLC

03/21/03

030004651016

UCC-1

IBM CREDIT LLC

03/24/03

030004754323

UCC-1

IBM CREDIT LLC

03/25/03

030004814421

UCC-1

IBM CREDIT LLC

03/26/03

030004907929

UCC-1

IBM CREDIT LLC

03/28/03

030005096727

UCC-1

IBM CREDIT LLC

04/01/03

030005266221

UCC-1

IBM CREDIT LLC

04/07/03

030005666831

UCC-1

IBM CREDIT LLC

04/07/03

030005673829

UCC-1

IBM CREDIT LLC

04/09/03

030005794025

UCC-1

IBM CREDIT LLC

04/11/03

030005975834

UCC-1

IBM CREDIT LLC

04/17/03

030006308017

UCC-1

IBM CREDIT LLC

04/21/03

030006528829

UCC-1

IBM CREDIT LLC

04/22/03

030006586126

UCC-1

IBM CREDIT LLC

04/23/03

030006688735

UCC-1

IBM CREDIT LLC

05/01/03

030007257122

UCC-1

IBM CREDIT LLC

05/02/03

030007322721

UCC-1

IBM CREDIT LLC

05/08/03

030007711824

UCC-1

IBM CREDIT LLC

05/12/03

030007947229

UCC-1

IBM CREDIT LLC

05/14/03

030008082018

UCC-1

IBM CREDIT LLC

05/19/03

030008388532

UCC-1

IBM CREDIT LLC

05/21/03

030008537932

UCC-1

IBM CREDIT LLC

05/21/03

030008538327

UCC-1

IBM CREDIT LLC

Schedule 7.1

Entity

State

Jurisdiction

Thru Date

Original File Date

File Number

File Type

Secured Party

Collateral

05/29/03

030008981228

UCC-1

IBM CREDIT LLC

06/04/03

030009345122

UCC-1

IBM CREDIT LLC

06/11/03

030009784735

UCC-1

IBM CREDIT LLC

06/11/03

030009786939

UCC-1

IBM CREDIT LLC

06/13/03

030009926733

UCC-1

IBM CREDIT LLC

06/19/03

030010298626

UCC-1

IBM CREDIT LLC

06/24/03

030010570518

UCC-1

IBM CREDIT LLC

06/26/03

030010729322

UCC-1

IBM CREDIT LLC

06/26/03

030010732215

UCC-1

IBM CREDIT LLC

06/30/03

030010945423

UCC-1

IBM CREDIT LLC

07/01/03

030011021207

UCC-1

IBM CREDIT LLC

07/08/03

030011330816

UCC-1

IBM CREDIT LLC

07/10/03

030011511716

UCC-1

IBM CREDIT LLC

07/15/03

030011750115

UCC-1

IBM CREDIT LLC

07/16/03

030011818928

UCC-1

IBM CREDIT LLC

07/23/03

030012219318

UCC-1

IBM CREDIT LLC

08/04/03

030012884326

UCC-1

IBM CREDIT LLC

08/07/03

030013094017

UCC-1

IBM CREDIT LLC

08/11/03

030013252619

UCC-1

IBM CREDIT LLC

08/13/03

030013413214

UCC-1

IBM CREDIT LLC

08/25/03

030014065218

UCC-1

IBM CREDIT LLC

08/26/03

030014095827

UCC-1

IBM CREDIT LLC

09/04/03

030014661725

UCC-1

IBM CREDIT LLC

09/19/03

030015512822

UCC-1

IBM CREDIT LLC

09/19/03

030015545020

UCC-1

IBM CREDIT LLC

09/22/03

030015641926

UCC-1

IBM CREDIT LLC

09/24/03

030015801823

UCC-1

IBM CREDIT LLC

09/25/03

030015876229

UCC-1

IBM CREDIT LLC

09/26/03

030015982227

UCC-1

IBM CREDIT LLC

09/29/03

030016055522

UCC-1

IBM CREDIT LLC

Schedule 7.1

Entity

State

Jurisdiction

Thru Date

Original File Date

File Number

File Type

Secured Party

Collateral

10/02/03

030016276224

UCC-1

IBM CREDIT LLC

10/06/03

030016491526

UCC-1

IBM CREDIT LLC

10/06/03

030016499130

UCC-1

IBM CREDIT LLC

10/07/03

030016538629

UCC-1

IBM CREDIT LLC

10/13/03

030016871932

UCC-1

IBM CREDIT LLC

10/14/03

030016905021

UCC-1

IBM CREDIT LLC

10/17/03

030017197126

UCC-1

IBM CREDIT LLC

10/20/03

030017290726

UCC-1

IBM CREDIT LLC

10/22/03

030017439933

UCC-1

IBM CREDIT LLC

10/23/03

030017511116

UCC-1

IBM CREDIT LLC

10/24/03

030017599132

UCC-1

IBM CREDIT LLC

10/28/03

030017772731

UCC-1

IBM CREDIT LLC

10/31/03

030018058022

UCC-1

IBM CREDIT LLC

11/04/03

030018207119

UCC-1

IBM CREDIT LLC

11/04/03

030018207422

UCC-1

IBM CREDIT LLC

11/07/03

030018505726

UCC-1

IBM CREDIT LLC

11/10/03

030018613524

UCC-1

IBM CREDIT LLC

11/11/03

030018670527

UCC-1

IBM CREDIT LLC

11/12/03

030018742628

UCC-1

IBM CREDIT LLC

11/13/03

030018812525

UCC-1

IBM CREDIT LLC

11/14/03

030018908834

UCC-1

IBM CREDIT LLC

11/17/03

030019032318

UCC-1

IBM CREDIT LLC

11/18/03

030019090524

UCC-1

IBM CREDIT LLC

11/19/03

030019175225

UCC-1

IBM CREDIT LLC

11/20/03

030019257630

UCC-1

IBM CREDIT LLC

11/21/03

030019340724

UCC-1

IBM CREDIT LLC

11/24/03

030019437529

UCC-1

IBM CREDIT LLC

11/25/03

030019503725

UCC-1

IBM CREDIT LLC

11/26/03

030019593330

UCC-1

IBM CREDIT LLC

11/28/03

030019679234

UCC-1

IBM CREDIT LLC

Schedule 7.1

Entity

State

Jurisdiction

Thru Date

Original File Date

File Number

File Type

Secured Party

Collateral

12/05/03

030020052514

UCC-1

IBM CREDIT LLC

12/09/03

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UCC-1

IBM CREDIT LLC

12/10/03

030020267421

UCC-1

IBM CREDIT LLC

12/12/03

030020404313

UCC-1

IBM CREDIT LLC

12/15/03

030020517217

UCC-1

IBM CREDIT LLC

12/16/03

030020603617

UCC-1

IBM CREDIT LLC

12/17/03

030020667627

UCC-1

IBM CREDIT LLC

12/18/03

030020752218

UCC-1

IBM CREDIT LLC

12/22/03

030020923218

UCC-1

IBM CREDIT LLC

12/26/03

030021107112

UCC-1

IBM CREDIT LLC

12/26/03

030021111006

UCC-1

IBM CREDIT LLC

01/02/04

040000115310

UCC-1

IBM CREDIT LLC

01/06/04

040000257721

UCC-1

IBM CREDIT LLC

01/08/04

040000413210

UCC-1

IBM CREDIT LLC

01/09/04

040000443819

UCC-1

IBM CREDIT LLC

01/12/04

040000590822

UCC-1

IBM CREDIT LLC

01/15/04

040000800210

UCC-1

IBM CREDIT LLC

01/20/04

040001027010

UCC-1

IBM CREDIT LLC

01/21/04

040001133008

UCC-1

IBM CREDIT LLC

01/29/04

040001623214

UCC-1

IBM CREDIT LLC

02/02/04

040001791523

UCC-1

IBM CREDIT LLC

02/11/04

040002364823

UCC-1

IBM CREDIT LLC

02/13/04

040002526520

UCC-1

IBM CREDIT LLC

02/18/04

040002769226

UCC-1

IBM CREDIT LLC

02/19/04

040002831822

UCC-1

IBM CREDIT LLC

02/25/04

040003143112

UCC-1

IBM CREDIT LLC

03/01/04

040003386121

UCC-1

IBM CREDIT LLC

03/02/04

040003483220

UCC-1

IBM CREDIT LLC

03/03/04

040003585021

UCC-1

IBM CREDIT LLC

03/05/04

040003721922

UCC-1

IBM CREDIT LLC

Schedule 7.1

Entity

State

Jurisdiction

Thru Date

Original File Date

File Number

File Type

Secured Party

Collateral

03/12/04

040004132515

UCC-1

IBM CREDIT LLC

03/15/04

040004241718

UCC-1

IBM CREDIT LLC

03/16/04

040004316923

UCC-1

IBM CREDIT LLC

03/19/04

040004529222

UCC-1

IBM CREDIT LLC

03/22/04

040004675426

UCC-1

IBM CREDIT LLC

03/26/04

040004978028

UCC-1

IBM CREDIT LLC

03/31/04

040005265321

UCC-1

IBM CREDIT LLC

04/01/04

040005358324

UCC-1

IBM CREDIT LLC

04/05/04

040005565829

UCC-1

IBM CREDIT LLC

04/07/04

040005763627

UCC-1

IBM CREDIT LLC

04/08/04

040005809123

UCC-1

IBM CREDIT LLC

04/19/04

040006449225

UCC-1

IBM CREDIT LLC

04/20/04

040006561927

UCC-1

IBM CREDIT LLC

04/22/04

040006697937

UCC-1

IBM CREDIT LLC

04/23/04

040006778735

UCC-1

IBM CREDIT LLC

05/26/04

040008813828

UCC-1

IBM CREDIT LLC

06/11/04

040009756128

UCC-1

IBM CREDIT LLC

06/22/04

040010264316

UCC-1

IBM CREDIT LLC

06/23/04

040010331412

UCC-1

IBM CREDIT LLC

06/24/04

040010424415

UCC-1

IBM CREDIT LLC

06/30/04

040010707823

UCC-1

IBM CREDIT LLC

07/01/04

040010765120

UCC-1

IBM CREDIT LLC

07/02/04

040010870925

UCC-1

IBM CREDIT LLC

07/21/04

040011764221

UCC-1

IBM CREDIT LLC

07/27/04

040012095926

UCC-1

IBM CREDIT LLC

08/02/04

040012389124

UCC-1

IBM CREDIT LLC

08/03/04

040012481319

UCC-1

IBM CREDIT LLC

08/11/04

040012902519

UCC-1

IBM CREDIT LLC

08/19/04

040013299327

UCC-1

IBM CREDIT LLC

08/19/04

040013303919

UCC-1

IBM CREDIT LLC

Schedule 7.1

Entity

State

Jurisdiction

Thru Date

Original File Date

File Number

File Type

Secured Party

Collateral

08/20/04

040013378628

UCC-1

IBM CREDIT LLC

08/30/04

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UCC-1

IBM CREDIT LLC

08/30/04

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UCC-1

IBM CREDIT LLC

08/31/04

040013855830

UCC-1

IBM CREDIT LLC

09/01/04

040013886834

UCC-1

IBM CREDIT LLC

09/02/04

040013960625

UCC-1

IBM CREDIT LLC

09/09/04

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UCC-1

IBM CREDIT LLC

09/09/04

040014301009

UCC-1

IBM CREDIT LLC

09/14/04

040014512922

UCC-1

IBM CREDIT LLC

09/17/04

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UCC-1

IBM CREDIT LLC

09/24/04

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UCC-1

IBM CREDIT LLC

09/27/04

040015104415

UCC-1

IBM CREDIT LLC

09/28/04

040015230718

UCC-1

IBM CREDIT LLC

09/30/04

040015381725

UCC-1

IBM CREDIT LLC

10/01/04

040015400515

UCC-1

IBM CREDIT LLC

10/04/04

040015464727

UCC-1

IBM CREDIT LLC

10/04/04

040015524522

UCC-1

IBM CREDIT LLC

10/12/04

040015972731

UCC-1

IBM CREDIT LLC

10/13/04

040015982429

UCC-1

IBM CREDIT LLC

10/20/04

00016401416

UCC-1

IBM CREDIT LLC

10/21/04

040016462524

UCC-1

IBM CREDIT LLC

10/22/04

040016531723

UCC-1

IBM CREDIT LLC

10/25/04

040016604623

UCC-1

IBM CREDIT LLC

10/26/04

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UCC-1

IBM CREDIT LLC

10/28/04

040016787231

UCC-1

IBM CREDIT LLC

11/12/04

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UCC-1

IBM CREDIT LLC

11/22/04

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UCC-1

IBM CREDIT LLC

12/02/04

040018484833

UCC-1

IBM CREDIT LLC

12/06/04

040018601016

UCC-1

IBM CREDIT LLC

12/07/04

040018751729

UCC-1

IBM CREDIT LLC

Schedule 7.1

Entity

State

Jurisdiction

Thru Date

Original File Date

File Number

File Type

Secured Party

Collateral

12/20/04

040019424525

UCC-1

IBM CREDIT LLC

12/30/04

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UCC-1

IBM CREDIT LLC

01/03/05

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UCC-1

IBM CREDIT LLC

01/10/05

050000485926

UCC-1

IBM CREDIT LLC

01/11/05

050000531918

UCC-1

IBM CREDIT LLC

01/18/05

050000887629

UCC-1

IBM CREDIT LLC

01/20/05

050001070008

UCC-1

IBM CREDIT LLC

01/25/05

050001293419

UCC-1

IBM CREDIT LLC

01/27/05

050001425416

UCC-1

IBM CREDIT LLC

01/31/05

050001583623

UCC-1

IBM CREDIT LLC

02/01/05

050001650113

UCC-1

IBM CREDIT LLC

02/03/05

050001749728

UCC-1

IBM CREDIT LLC

02/08/05

050001997329

UCC-1

IBM CREDIT LLC

02/11/05

050002200408

UCC-1

IBM CREDIT LLC

02/14/05

050002261920

UCC-1

IBM CREDIT LLC

02/23/05

050002719423

UCC-1

IBM CREDIT LLC

03/14/05

050003724016

UCC-1

IBM CREDIT LLC

03/15/05

050003781322

UCC-1

IBM CREDIT LLC

03/16/05

050003844019

UCC-1

IBM CREDIT LLC

03/21/05

050004101410

UCC-1

IBM CREDIT LLC

03/22/05

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UCC-1

IBM CREDIT LLC

03/24/05

050004303919

UCC-1

IBM CREDIT LLC

03/24/05

050004340516

UCC-1

IBM CREDIT LLC

03/30/05

050004588025

UCC-1

IBM CREDIT LLC

03/30/05

050004592525

UCC-1

IBM CREDIT LLC

04/04/05

050004836425

UCC-1

IBM CREDIT LLC

04/07/05

050005030917

UCC-1

IBM CREDIT LLC

04/26/05

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UCC-1

IBM CREDIT LLC

04/29/05

050006389632

UCC-1

IBM CREDIT LLC

05/03/05

050006542623

UCC-1

IBM CREDIT LLC

Schedule 7.1

Entity

State

Jurisdiction

Thru Date

Original File Date

File Number

File Type

Secured Party

Collateral

05/04/05

050006641421

UCC-1

IBM CREDIT LLC

05/11/05

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UCC-1

IBM CREDIT LLC

05/26/05

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UCC-1

IBM CREDIT LLC

05/31/05

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UCC-1

IBM CREDIT LLC

06/03/05

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UCC-1

IBM CREDIT LLC

06/09/05

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UCC-1

IBM CREDIT LLC

06/09/05

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UCC-1

IBM CREDIT LLC

06/16/05

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UCC-1

IBM CREDIT LLC

06/28/05

050009625325

UCC-1

IBM CREDIT LLC

06/29/05

050009720220

UCC-1

IBM CREDIT LLC

06/30/05

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UCC-1

IBM CREDIT LLC

07/14/05

050010415011

UCC-1

IBM CREDIT LLC

07/28/05

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UCC-1

IBM CREDIT LLC

07/29/05

050011239319

UCC-1

IBM CREDIT LLC

08/18/05

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UCC-1

IBM CREDIT LLC

08/19/05

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UCC-1

IBM CREDIT LLC

08/24/05

050012522416

UCC-1

IBM CREDIT LLC

08/30/05

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UCC-1

IBM CREDIT LLC

09/13/05

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UCC-1

IBM CREDIT LLC

09/15/05

050013515217

UCC-1

IBM CREDIT LLC

09/16/05

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UCC-1

IBM CREDIT LLC

09/19/05

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UCC-1

IBM CREDIT LLC

09/20/05

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UCC-1

IBM CREDIT LLC

09/22/05

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UCC-1

IBM CREDIT LLC

09/23/05

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UCC-1

IBM CREDIT LLC

09/26/05

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UCC-1

IBM CREDIT LLC

09/27/05

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UCC-1

IBM CREDIT LLC

09/28/05

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UCC-1

IBM CREDIT LLC

09/29/05

050014197224

UCC-1

IBM CREDIT LLC

10/10/05

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UCC-1

IBM CREDIT LLC

Schedule 7.1

Entity

State

Jurisdiction

Thru Date

Original File Date

File Number

File Type

Secured Party

Collateral

10/18/05

050015085120

UCC-1

IBM CREDIT LLC

10/31/05

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UCC-1

IBM CREDIT LLC

11/08/05

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UCC-1

IBM CREDIT LLC

11/09/05

050016219221

UCC-1

IBM CREDIT LLC

11/15/05

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UCC-1

IBM CREDIT LLC

11/18/05

050016705423

UCC-1

IBM CREDIT LLC

11/21/05

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UCC-1

IBM CREDIT LLC

11/28/05

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UCC-1

IBM CREDIT LLC

12/02/05

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UCC-1

IBM CREDIT LLC

12/05/05

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UCC-1

IBM CREDIT LLC

12/13/05

050017745529

UCC-1

IBM CREDIT LLC

12/14/05

050017827126

UCC-1

IBM CREDIT LLC

12/15/05

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UCC-1

IBM CREDIT LLC

12/16/05

050017957534

UCC-1

IBM CREDIT LLC

12/19/05

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UCC-1

IBM CREDIT LLC

12/29/05

050018518225

UCC-1

IBM CREDIT LLC

12/31/05

050018612119

UCC-1

IBM CREDIT LLC

01/05/06

060000207615

UCC-1

IBM CREDIT LLC

01/20/06

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UCC-1

IBM CREDIT LLC

01/23/06

060001219114

UCC-1

IBM CREDIT LLC

01/24/06

060001259825

UCC-1

IBM CREDIT LLC

01/31/06

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UCC-1

IBM CREDIT LLC

02/07/06

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UCC-1

IBM CREDIT LLC

02/27/06

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UCC-1

IBM CREDIT LLC

02/28/06

060003069725

UCC-1

IBM CREDIT LLC

03/02/06

060003246722

UCC-1

IBM CREDIT LLC

03/07/06

060003516217

UCC-1

IBM CREDIT LLC

03/10/06

060003733622

UCC-1

IBM CREDIT LLC

03/14/06

060003854424

UCC-1

IBM CREDIT LLC

03/28/06

060004562825

UCC-1

IBM CREDIT LLC

Schedule 7.1

Entity

State

Jurisdiction

Thru Date

Original File Date

File Number

File Type

Secured Party

Collateral

03/29/06

060004644018

UCC-1

IBM CREDIT LLC

03/30/06

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UCC-1

IBM CREDIT LLC

04/13/06

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UCC-1

CCA FINANCIAL, LLC

EQUIPMENT AND SOFTWARE

04/24/06

060006126621

UCC-1

IBM CREDIT LLC

05/02/06

060006611115

UCC-1

IBM CREDIT LLC

05/05/06

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UCC-1

IBM CREDIT LLC

05/08/06

060006976028

UCC-1

IBM CREDIT LLC

05/18/06

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UCC-1

IBM CREDIT LLC

05/18/06

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UCC-1

IBM CREDIT LLC

05/26/06

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UCC-1

IBM CREDIT LLC

05/31/06

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UCC-1

IBM CREDIT LLC

06/06/06

060008576127

UCC-1

IBM CREDIT LLC

06/07/06

060008734729

UCC-1

IBM CREDIT LLC

06/08/06

060008749937

UCC-1

IBM CREDIT LLC

06/12/06

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UCC-1

IBM CREDIT LLC

06/14/06

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UCC-1

IBM CREDIT LLC

06/15/06

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UCC-1

IBM CREDIT LLC

06/16/06

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UCC-1

IBM CREDIT LLC

06/19/06

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UCC-1

IBM CREDIT LLC

06/19/06

060009458733

UCC-1

IBM CREDIT LLC

06/20/06

060009483731

UCC-1

IBM CREDIT LLC

06/26/06

060009841628

UCC-1

IBM CREDIT LLC

06/27/06

060009921829

UCC-1

IBM CREDIT LLC

06/30/06

060010183316

UCC-1

IBM CREDIT LLC

07/25/06

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UCC-1

IBM CREDIT LLC

07/28/06

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UCC-1

IBM CREDIT LLC

08/23/06

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UCC-1

IBM CREDIT LLC

08/24/06

060012728525

UCC-1

IBM CREDIT LLC

08/25/06

060012822621

UCC-1

IBM CREDIT LLC

08/28/06

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UCC-1

IBM CREDIT LLC

Schedule 7.1

Entity

State

Jurisdiction

Thru Date

Original File Date

File Number

File Type

Secured Party

Collateral

08/29/06

060012969128

UCC-1

IBM CREDIT LLC

09/05/06

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UCC-1

IBM CREDIT LLC

09/05/06

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UCC-1

IBM CREDIT LLC

09/11/06

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UCC-1

IBM CREDIT LLC

09/21/06

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UCC-1

IBM CREDIT LLC

09/22/06

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UCC-1

IBM CREDIT LLC

09/25/06

060014169930

UCC-1

IBM CREDIT LLC

09/27/06

060014288528

UCC-1

IBM CREDIT LLC

09/28/06

060014360216

UCC-1

IBM CREDIT LLC

09/29/06

060014409220

UCC-1

IOS CAPITAL

EQUIPMENT

09/29/06

060014424217

UCC-1

IBM CREDIT LLC

10/02/06

060014543017

UCC-1

IBM CREDIT LLC

10/12/06

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UCC-1

IBM CREDIT LLC

10/20/06

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UCC-1

IBM CREDIT LLC

11/01/06

060015963630

UCC-1

IBM CREDIT LLC

11/13/06

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UCC-1

IBM CREDIT LLC

11/15/06

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UCC-1

IBM CREDIT LLC

11/22/06

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UCC-1

IBM CREDIT LLC

11/28/06

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UCC-1

IBM CREDIT LLC

12/08/06

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UCC-1

IBM CREDIT LLC

12/11/06

060017729127

UCC-1

IBM CREDIT LLC

12/13/06

060017804323

UCC-1

IBM CREDIT LLC

12/14/06

060017872429

UCC-1

IBM CREDIT LLC

12/20/06

060018177024

UCC-1

IBM CREDIT LLC

12/26/06

060018361928

UCC-1

IBM CREDIT LLC

12/29/06

060018614828

UCC-1

IBM CREDIT LLC

01/02/07

070000037515

UCC-1

IBM CREDIT LLC

01/11/07

070000594725

UCC-1

IBM CREDIT LLC

01/12/07

070000662923

UCC-1

IBM CREDIT LLC

01/25/07

070001239217

UCC-1

IBM CREDIT LLC

Schedule 7.1

Entity

State

Jurisdiction

Thru Date

Original File Date

File Number

File Type

Secured Party

Collateral

02/01/07

070001608217

UCC-1

IBM CREDIT LLC

02/15/07

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UCC-1

IBM CREDIT LLC

02/21/07

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UCC-1

IBM CREDIT LLC

02/26/07

070002715722

UCC-1

IBM CREDIT LLC

02/28/07

070002844826

UCC-1

IBM CREDIT LLC

03/05/07

070003034515

UCC-1

IBM CREDIT LLC

03/13/07

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UCC-1

IBM CREDIT LLC

03/20/07

070003836222

UCC-1

IBM CREDIT LLC

03/23/07

070004047116

UCC-1

IBM CREDIT LLC

03/26/07

070004125315

UCC-1

IBM CREDIT LLC

03/28/07

070004285423

UCC-1

IBM CREDIT LLC

03/30/07

070004443621

UCC-1

IBM CREDIT LLC

04/13/07

070005230111

UCC-1

IBM CREDIT LLC

04/16/07

070005311919

UCC-1

IBM CREDIT LLC

04/17/07

070005376728

UCC-1

IBM CREDIT LLC

04/18/07

070005475930

UCC-1

IBM CREDIT LLC

04/20/07

070005623723

UCC-1

IBM CREDIT LLC

04/27/07

070006028420

UCC-1

IBM CREDIT LLC

05/01/07

070006260519

UCC-1

IBM CREDIT LLC

05/07/07

070006503923

UCC-1

IBM CREDIT LLC

05/10/07

070006767430

UCC-1

IBM CREDIT LLC

05/18/07

070007239526

UCC-1

IBM CREDIT LLC

05/19/07

070007288530

UCC-1

IBM CREDIT LLC

05/22/07

070007410315

UCC-1

IBM CREDIT LLC

05/22/07

070007445626

UCC-1

IBM CREDIT LLC

05/24/07

070007610721

UCC-1

IBM CREDIT LLC

05/29/07

070007717931

UCC-1

IBM CREDIT LLC

05/31/07

070007892430

UCC-1

IBM CREDIT LLC

06/06/07

070008163725

UCC-1

IBM CREDIT LLC

06/15/07

070008671527

UCC-1

IBM CREDIT LLC

Schedule 7.1

Entity

State

Jurisdiction

Thru Date

Original File Date

File Number

File Type

Secured Party

Collateral

06/20/07

070008867433

UCC-1

IBM CREDIT LLC

06/22/07

070009014317

UCC-1

IBM CREDIT LLC

06/27/07

070009219122

UCC-1

IBM CREDIT LLC

06/28/07

070009290929

UCC-1

IBM CREDIT LLC

06/29/07

070009341825

UCC-1

IBM CREDIT LLC

07/10/07

070009819532

UCC-1

IBM CREDIT LLC

07/11/07

070009877940

UCC-1

IBM CREDIT LLC

07/18/07

070010170716

UCC-1

IBM CREDIT LLC

07/24/07

070010452012

UCC-1

IBM CREDIT LLC

07/25/07

070010521716

UCC-1

IBM CREDIT LLC

08/10/07

070011308922

UCC-1

IBM CREDIT LLC

08/13/07

070011407720

UCC-1

IBM CREDIT LLC

08/17/07

070011606317

UCC-1

IBM CREDIT LLC

08/22/07

070011790826

UCC-1

IBM CREDIT LLC

08/29/07

070012139420

UCC-1

IBM CREDIT LLC

08/30/07

070012193925

UCC-1

IBM CREDIT LLC

09/11/07

070012632115

UCC-1

IBM CREDIT LLC

09/12/07

070012706420

UCC-1

IBM CREDIT LLC

09/14/07

070012802114

UCC-1

IBM CREDIT LLC

09/24/07

070013238926

UCC-1

IBM CREDIT LLC

09/25/07

070013301412

UCC-1

IBM CREDIT LLC

09/26/07

070013377829

UCC-1

IBM CREDIT LLC

09/28/07

070013479832

UCC-1

IBM CREDIT LLC

09/28/07

070013500110

UCC-1

IBM CREDIT LLC

10/01/07

070013587630

UCC-1

IBM CREDIT LLC

NYCE PAYMENTS NETWORK, LLC

SECRETARY OF STATE

09/10/07

06/05/07

72102068

UCC-1

US EXPRESS LEASING, INC.

EQUIPMENT AND
RELATED SOFTWARE

06/06/07

72111556

AMENDMENT

Schedule 7.1

Entity

State

Jurisdiction

Thru Date

Original File Date

File Number

File Type

Secured Party

Collateral

TREEV LLC

SECRETARY of state

10/09/07

05/09/05

2005014383-8

ucc-1

IBM CREDIT LLC

EQUIPMENT AND RELATED SOFTWARE

12/30/05

2005040944-0

ucc-1

IBM CREDIT LLC

EQUIPMENT AND RELATED SOFTWARE

VALUTEC CARD SOLUTIONS, LLC

SECRETARY of state

09/10/07

08/11/04

42255117

ucc-1

xxxxx FARGO financial leasing

TELECOMMUNICATIONS EQUIPMENT

01/28/05

50319831

ucc-1

steelcase financial services inc.

FURNITURE AND EQUIPMENT

05/18/05

51532838

assignment

de xxxx xxxxxx financial

services

vicor, inc.

secretary of state

10/09/07

09/28/07

2004029522-9

ucc-1

us bancorp

COPIER SYSTEM

(Informational Filing)

Schedule 7.1

SCHEDULE 3 (EXISTING INVESTMENTS)
to the Guaranty

(Legacy FIS)

		Investments as follows:

1		Ownership by the Consolidated Companies of 40% of the outstanding equity interests in Profile Partners, GP, LP.

2.		Ownership by the Consolidated Companies of 34% of the outstanding equity interests in PVP Management, LLC.

3.		Ownership by the Consolidated Companies of 20% of the outstanding equity interests in Xxxxxxx Capital Services Private Limited.

4.		The Brazilian Joint Venture, as more particularly described in the following related documents (together with the Development Notes, Migration Notes and Volume Notes referenced therein):

	A.		Common Terms Agreement (Contrato de Termos Comuns), dated March 24, 2006.

	B.		Investment Agreement (Contrato de Investimento), dated March 27, 2006.

	C.		Guaranty Agreement among Fidelity National Information Services, Inc., Banco Bradesco S.A. and Banco ABN AMRO Real S.A., dated April 18, 2006.

	D.		Redemption Letter from Holdco One S.A. to Uniao Paticipacoes Ltda and Banco ABN Amro Real S.A., dated April 18, 2006.

	E.		Tax Indemnity Letter, dated March 27, 2006.

	F.		Amended and Restated Software License Agreement, Dated March 27, 2006.

	G.		Contingent Software License Agreement, dated April 18, 2006.

	H.		Non-Competition Agreement, dated April 18, 2006.

	I.		Shareholders’ Agreement of Celta Holdings S.A., dated April 18, 2006.

Schedule 3

Shareholders’ Agreement of Fidelity Processadora e Servicos S.A. (form attached to the Investment Agreement).

5.		Guaranties by various restricted companies of the capital leases listed on Schedule 7.03.

6.		$1,000,000 Promissory Note issued by ICUL Service Corporation to Fidelity National Card Services, Inc.

7.		Various investments by Domestic Subsidiaries in Foreign Subsidiaries, as set forth on attached chart entitled “Certain Foreign Investments as of March 31, 2010.

8.		Ownership by the Consolidated Companies of 50% of the outstanding equity interests of Armed Forces Financial Network, LLC.

9.		A$15,000,000 note issued by FlexiGroup Limited to Certegy Australia Limited evidenced by that certain Loan Note Agreement dated July 14, 2008.

10.		Investment in FlexiGroup Limited by purchase of 3,000,000 common shares by Certegy Australia Limited.

11.		Guaranty dated January 28, 2009 among Fidelity National Information Services, Inc., as guarantor, Elavon, Inc., as servicer, and US Bank National Association, as member.

Schedule 3

Certain Foreign Investments as of March 31, 2010
All Amounts in US Dollars Equivalent as of March 31, 2010


Domestic Subsidiary	Foreign Subsidiary in Which
Maintaining Investment	Investment Maintained	Investment*
Fidelity Information Services, Inc.	Information Services Luxembourg & Co. C.V. , a Netherlands company		161,574,804

Payment South America Holdings, Inc.	Payment Brasil Holdings Ltda. , a Brazil company		50,395,514

Card Brazil Holdings, Inc.	AGES Participacoes Ltda., a Brazil company		237,734,650

Payment South America Holdings, Inc.	FIS Card Services Caribbean, Ltd., a Caribbean company		7,024,451

ATM Management Services, Inc.	FIS Payment Services (Canada) Corporation, a Canadian company		7,580,512

Payment South America Holdings, Inc.	Payment Chile S. A., a Chile company		11,301,126

Fidelity Information Services International Holdings, Inc.	Fidelity Information Services Limited, a United Kingdom company		88,292,970

Fidelity Information Services, Inc.	Fidelity Information Services (Thailand) Limited, a Thailand company		992,178

Metavante Corporation	Metavante Limited, a United Kingdom company		33,009,508

Metavante Corporation	Metavante Investments (Mauritius) Limited, a Mauritius company		66,808,882

GHR Systems, Inc.	GHR Systems Canada. Inc.. a Canadian company		2,887,919


*		Internal book value of investment as of March 31, 2010.

Schedule 3

(Legacy MV)

1.		Share Purchase Agreement by and among Metavante Corporation, The Western India Trustee & Executor Company Ltd. (in its capacity as trustee of ICICI Strategic Investments Fund), ICICI Bank Limited, Firstsource Solutions Limited (f.k.a. ICICI OneSource Limited) and ICICI Bank Limited dated March 31, 2006.^1*

2.		Share Subscription Agreement by and among Metavante Corporation and Firstsource Solutions Limited (f.k.a. ICICI OneSource Limited) dated March 31, 2006. Market value as of May 31, 2010 of $44,516,684.

3.		Limited Guaranty Agreement dated as of January 17, 2007 from Housing Partnership Lawe Street Development, LLC and Housing Partnership of the Fox Cities, Inc. to Metavante Corporation. Aggregate book value as of May 31, 2010 of $0.

4.		Agreement dated as of December 8, 2005 by and between M&I Community Development Corporation and Metavante Corporation. Aggregate book value as of May 31, 2010 of $0.

5.		Guaranty dated May 17, 2007 by Metavante Corporation, as guarantor in favor of Regions Bank for the benefit of Link2Gov Corp.

6.		Guaranty dated August 17, 2006 by Everlink Payment Services, Inc. to support Letter of Credit as listed on Schedule 7.03.


*		Firstsource Solutions Limited (f.k.a. ICICI OneSource Limited) is engaged in the business of providing a broad range of business process outsourcing services and provides in-bound and out-bound contact center services and transaction processing services; Metavante Investments (Mauritius) Limited holds 20% of the currently outstanding shares of this entity.

Schedule 3

SCHEDULE 4 (EXISTING INDEBTEDNESS)
to the Guaranty

(Legacy FIS)

1.		Any outstanding amounts under vendor purchase money lines of credit (including but not limited to, purchase money line of credit with IBM for the purchase of equipment and related property, pursuant to the Agreement for Wholesale Financing (Credit Agreement), dated December 13, 1999, between Fidelity Information Services, Inc. and IBM Credit LLC (as amended by an Amendment dated August 27, 2003)).

2.		Lease Documentation for St. Petersburg, Florida Facility:

	A.		Master Agreement (Florida Property) dated as of December 30, 1999 between Equifax Inc. (as lessee and guarantor), Prefco VI Limited Partnership (as lessor), Atlantic Financial Group, Ltd., and SunTrust Bank, Atlanta (as agent and lender).

	B.		Lease Agreement dated as of December 30, 1999 between Prefco VI Limited Partnership (as lessor) and Equifax Inc. (as lessee).

	C.		Loan Agreement dated as of December 30, 1999 between Prefco VI Limited Partnership (as lessor and borrower) and SunTrust Bank, Atlanta (as agent).

	D.		Mortgage and Security Agreement dated as of December 30, 1999 made by Prefco VI Limited Partnership (as mortgagor) in favor of SunTrust Bank, Atlanta (as agent and mortgagee).

	E.		Assignment of Lease and Rents dated as of December 30, 1999 made by Prefco VI Limited Partnership Inc. (as assignor) in favor of SunTrust Bank, Atlanta (as assignee).

	F.		Operative Guaranty dated as of December 30, 1999 made by Equifax Inc. (as guarantor).

	G.		Assignment and Assumption of Lease and Other Operative Documents dated as of June 25, 2001 among Equifax Inc. (as assignor), Certegy Inc. (as assignee), Prefco VI Limited Partnership (as lessor), Atlantic Financial Group, Ltd., and SunTrust Bank (as agent and lender).

Schedule 4

	H.		Omnibus Amendment to Master Agreement, Lease, Loan Agreement and Definitions Appendix A [Florida] dated as of September 17, 2004 among Fidelity National Information Services, Inc., successor to Certegy Inc., (as lessee and guarantor), Prefco VI Limited Partnership (as lessor) and SunTrust Bank (as agent and lender).

	I.		Second Omnibus Amendment to Master Agreement, Lease, Loan Agreement and Definitions Appendix A [Florida] dated as of February 1, 2006 among Fidelity National Information Services, Inc., successor to Certegy Inc. (as lessee and guarantor), Prefco VI Limited Partnership (as lessor) and SunTrust Bank (as agent and lender).

	J.		Third Omnibus Amendment to Master Agreement, Lease, Loan Agreement and Definitions Appendix A [Florida] dated as of April 28, 2006 among Fidelity National Information Services, Inc., successor to Certegy Inc. (as lessee and guarantor), Prefco VI Limited Partnership (as lessor) and SunTrust Bank (as agent and lender).

	K.		Fourth Omnibus Amendment to Master Agreement, Lease, Loan Agreement and Definitions Appendix A [Florida] dated on or about January 18, 2007 (as amended) among Fidelity National Information Services, Inc., successor to Certegy Inc. (as lessee and guarantor), Prefco VI Limited Partnership (as lessor) and SunTrust Bank (as agent and lender).

	L.		Fifth Omnibus Amendment to Master Agreement, Lease, Loan Agreement and Definitions Appendix A [Florida) dated on September 12, 2007 (as amended) among Fidelity National Information Services, Inc., successor to Certegy Inc. (as lessee and guarantor). Prefco VI Limited Partnership (as lessor) and SunTrust Bank (as agent and lender).

	M.		Subsidiary Guaranty Agreement dated as of February 1, 2006 (as amended) made by certain subsidiaries of Fidelity National Information Services, Inc.

	N.		Amended and Restated Subsidiary Guaranty Agreement dated as of September 12, 2007 (as amended) made by certain subsidiaries of Fidelity National Information Services, Inc.

	O.		Guaranty Supplement for eFunds Corporation [Florida] dated as of September 12, 2007 among each of the Subsidiaries party thereto (each such Subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of Fidelity National Information Services, Inc. (formerly known as Certegy Inc.), a Georgia corporation (as lessee), SunTrust Banks, Inc. a Georgia corporation, (as lessor), and SunTrust Bank, a Georgia banking corporation, (as agent).

Schedule 4

	P.		Guaranty Supplement No. 2 [Florida] dated as of February 19, 2008 among each of the Subsidiaries party thereto (each such Subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of Fidelity National Information Services, Inc. (formerly known as Certegy Inc.), a Georgia corporation (as lessee), SunTrust Banks. Inc. a Georgia corporation, (as lessor), and SunTrust Bank, a Georgia banking corporation, (as agent).

	Q.		Guaranty Supplement No. 3 [Florida] dated as of March 27, 2008 among each of the Subsidiaries party thereto (each such Subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of Fidelity National Information Services, Inc. (formerly known as Certegy Inc.), a Georgia corporation (as lessee), SunTrust Banks, Inc. a Georgia corporation, (as lessor), and SunTrust Bank, a Georgia banking corporation, (as agent).

	R.		Guaranty Supplement No. 4 [Florida] dated as of May 30, 2008 among each of the Subsidiaries party thereto (each such Subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of Fidelity National Information Services, Inc. (formerly known as Certegy Inc.), a Georgia corporation (as lessee), SunTrust Banks, Inc. a Georgia corporation, (as lessor), and SunTrust Bank, a Georgia banking corporation, (as agent).

	S.		Guaranty Supplement No. 5 [Florida] dated as of June 12, 2008 among each of the Subsidiaries party thereto (each such Subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of Fidelity National Information Services, Inc. (formerly known as Certegy Inc.), a Georgia corporation (as lessee), SunTrust Banks, Inc. a Georgia corporation, (as lessor), and SunTrust Bank, a Georgia banking corporation, (as agent).

	T.		Guaranty Supplement No. 6 [Florida] dated as of July 22, 2008 among each of the Subsidiaries party thereto (each such Subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of Fidelity National Information Services, Inc. (formerly known as Certegy Inc.), a Georgia corporation (as lessee), SunTrust Banks, Inc. a Georgia corporation, (as lessor), and SunTrust Bank, a Georgia banking corporation, (as agent).

	U.		Guaranty Supplement No. 7 [Florida] dated as of September 14, 2009 among each of the Subsidiaries party thereto (each such Subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of Fidelity National Information Services, Inc. (formerly known as Certegy Inc.), a Georgia corporation (as lessee), SunTrust Banks, Inc. a Georgia corporation, (as lessor), and SunTrust Bank, a Georgia banking corporation, (as agent).

Schedule 4

	V.		Guaranty Supplement No. 8 [Florida] dated as of October 1, 2009 among each of the Subsidiaries party thereto (each such Subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of Fidelity National Information Services, Inc. (formerly known as Certegy Inc.), a Georgia corporation (as lessee), SunTrust Banks, Inc. a Georgia corporation, (as lessor), and SunTrust Bank, a Georgia banking corporation, (as agent).

	W.		Sixth Omnibus Amendment to Loan Agreement and Definitions Appendix A [Florida] dated on September 17, 2009 among Fidelity National Information Services, Inc., successor to Certegy Inc. (as lessee and guarantor), Prefco VI Limited Partnership (as lessor); and SunTrust Bank (as agent and lender).

	X.		The other “Operative Documents” as defined in the aforesaid Master Agreement.

3.		That certain Guaranty made in connection with the Brazil Joint Venture listed in Schedule 7.02.

4.		That certain Guaranty in Elavon, Inc. listed in Schedule 7.02.

5.		Lease Documentation related to the leasing of aircraft by Fidelity National Information Services, Inc. for Aircraft Lease (S/N 258568) dated as of December 13, 2002 among Banc of America Leasing & Capital, LLC (successor by merger to Fleet Capital Corporation), as lessor, and Fidelity National Information Services, Inc. and Lender Processing Services, Inc., as co-lessees, as co-lessees (successors in interest to Rocky Mountain Aviation, Inc.), as amended, supplemented and assigned thereafter.

6.		Lease Documentation related to the leasing of aircraft by Fidelity National Information Services, Inc. for Aircraft Lease (N90FT) dated as of December 16, 2008 between BB&T Equipment Finance Corporation (successor in interest to The Fifth Third Leasing Company), as lessor, and Fidelity National Information Services, Inc., as lessee, as amended, supplemented and assigned thereafter.

7.		Indebtedness associated with equipment loans and leases related to the liens therefor listed on Schedule 7.01.

8.		Indebtedness of Fidelity Processadora e Servicos S.A. associated with lines of credit up to R$l15,721,541 to support the Brazilian joint venture operations, as listed on Schedule 7.02.

9.		Outstanding Capital Leases of FIS Global Business Solutions India Private Limited, FIS Payment Solutions & Services India Private Limited and Fidelity

Schedule 4

Information Services India Private Limited as Lesseees with various Lessors related to automobile and equipment leases up to $369,436.

Schedule 4

(Legacy MV)

1.		Letter of Credit, secured by the guarantees of Everlink Payment Services, Inc. shareholders in proportion to their shareholdings, dated August 17, 2006, in the face amount of CDN$2,000,000 issued by Credit Union Central Alberta Limited at the request of Everlink Payment Services, Inc. for the benefit of Caisse Centrale Xxxxxxxxxx.

2.		That certain Guaranty by Metavante Corporation in favor of Regions Bank as listed on Schedule 7.02.

Schedule 4

SCHEDULE 5 (TRANSACTIONS WITH AFFILIATES)
to the Guaranty

None.

Schedule 5

SCHEDULE 6 (BURDENSOME AGREEMENTS)
to the Guaranty

1.		Share Subscription Agreement by and among Metavante Corporation and Firstsource Solutions Limited (f.k.a. ICICI OneSource Limited) dated March 31, 2006.

2.		Joint Venture Agreement between Metavante Corporation and Monitise Inc. effective as of May 22, 2007, as amended, including exhibits, related agreements and schedules to each of the agreements.

3.		Shareholders Agreement dated as of September 12, 2003 among Everlink Payment Services Inc., NYCE Corporation, Celero Solutions Inc. and any other person who will thereafter become a shareholder and CU Electronic Transaction Services, Credit Union Central Alberta Limited, Credit Union Central of Saskatchewan, Co-operative Trust Company of Canada and Manitoba Co-operative Credit Society Limited, including exhibits, related agreements and schedules to each of the agreements.

Schedule 6

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Table of Contents

OMNIBUS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT, RECEIVABLES SALE AGREEMENT AND GUARANTY

Document Metadata