Common use of Additional Guarantors and Grantors Clause in Contracts

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

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

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

Additional Guarantors and Grantors. Subject to any applicable limitations set forth in the Security Documents, the Borrower will cause each direct or indirect Domestic Subsidiary No later than forty five (excluding any Excluded Subsidiary45) formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 days from the date of such formation, acquisition or cessation, as applicable (or such longer period as of time agreed to by the Administrative Agent may agree in its reasonable sole discretion)) after such time as a Credit Party or any of its Subsidiaries forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, in each case, that is not an Excluded Subsidiary, the Credit Parties will (a) promptly, and Borrower may at in any event within forty five (45) days (or such longer period of time agreed to by the Administrative Agent in its option cause any Subsidiary tosole discretion) of creation or acquisition, execute a supplement as applicable, provide written notice to each the Administrative Agent together with certified copies of the GuaranteeOrganizational Documents for such Subsidiary, and (b) promptly, and in any event within forty five (45) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of formation or creation or upon the Administrative Agent’s request, as applicable: (i) take all such action as may be reasonably required by the Administrative Agent to cause the applicable Subsidiary to either: (A) provide to the Administrative Agent a joinder to this Agreement, the Pledge Guarantee Agreement and (or, with respect to the Security Agreement in order first such Subsidiary to become a Guarantor pursuant to the terms hereof, the Guarantee Agreement) and the Security Pledge Agreement pursuant to which such Subsidiary becomes a Credit Party hereunder and thereunder, or (B) guarantee the Obligations of the Credit Parties under the Guarantee and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Document substantially consistent with the analogous existing Security Credit Documents and otherwise in form and substance reasonably satisfactory to such Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected security interest in its assets and to substantially the same extent as created by the Credit Parties on the Original Closing Date Collateral of such Subsidiary (including, without limitationother than Excluded Assets), in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction each case, in form and substance reasonably satisfactory to the Collateral Administrative Agent). Notwithstanding anything , and, in any Credit Document each case together with such Control Agreements required by Section 8.15 and other documents, instruments, opinions and agreements reasonably requested by the Administrative Agent, all in form and substance reasonably satisfactory to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior (including being sufficient to grant the Collateral Agent a first priority Lien, subject to Permitted Liens) in and to the time Collateral of such release would applySubsidiary and to pledge all of the direct Capital Stock of such Subsidiary; provided that a Material Subsidiary shall not be required to execute such joinders, any Guarantor guarantee, or grant of security interest if (x) it is organized in a jurisdiction where such joinder, guarantee, or security interest is prohibited under local law or (y) the Collateral Agent has determined in good faith (in consultation with the Borrower; provided that the Collateral Agent shall be automatically cease make the ultimate determination) that the cost to be a Guarantor under the Credit Documents and in Parties of obtaining such capacity will be automatically released from joinder, guarantee or security interest would outweigh the Guarantees (and for the avoidance of doubt each other Security Document) benefits thereof to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of Agents and the Lenders and has notified the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors determination. Any document, agreement, or instrument executed or issued pursuant to this clause Section 8.10 shall be a Credit Document. Notwithstanding the forgoing, concurrently with the delivery of each Compliance Certificate delivered in connection with the financial information in Section 8.01(c), the Borrower shall determine whether any Immaterial Subsidiary shall have exceeded the materiality thresholds set forth in the definition of “Immaterial Subsidiary”, making such Subsidiary a Material Subsidiary, and if so, the Borrower shall within thirty (iii30) days after making such determination (or such longer period of time agreed to by the Administrative Agent in its sole discretion)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 cause such Subsidiary (other than clause (g)(i)(can Excluded Subsidiary) thereto) with respect to such Subsidiary (become a Credit Party hereunder and deliver all joinders, documents, instruments and agreements as such Subsidiary exists after ceasing to may be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that required or as Collateral Agent may reasonably request under this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security DocumentsSection 8.10.

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

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

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

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

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

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

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

Additional Guarantors and Grantors. Subject (a) In each case subject to any applicable limitations set forth in the Security Credit Documents, the Borrower will shall cause each (x) direct or indirect Domestic Wholly-Owned Restricted Subsidiary (excluding other than, in each case, any Excluded Subsidiary) of the Borrower formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition), (y) and each other Restricted Subsidiary that is a Domestic Subsidiary of the Borrower which would otherwise be required to provide a Guarantee but for its classification as an Excluded Subsidiary that ceases to constitute an Excluded Subsidiary to(including as a result of a designation pursuant to the definition of “Guarantor”) and (z) any other Subsidiary of the Borrower that is designated as an Additional Borrower or a Guarantor in accordance with the applicable provisions of this Agreement, within 30 ninety (90) days from the date of such the applicable formation, acquisition or cessationcessation (which (I) in the case of any Excluded Subsidiary that ceases to constitute an Excluded Subsidiary (other than as a result of any designation described under clause (z) above), shall commence on the date of delivery of the certificate required by Section 9.1(d) and (II) with respect to any Subsidiary designated as an Additional Borrower or Guarantor as described in clause (z) above, shall commence at the time of such designation), as applicable (or such longer period later date as the Administrative Agent may agree determine in its reasonable discretion), and Borrower the Borrower, in accordance with the applicable provision of the Credit Documents, may at its option cause any Subsidiary toof the Borrower, to execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents Documents, respectively, or, to the extent reasonably requested by the Collateral Agent, enter into a an appropriate new guarantee and appropriate new Security Document Documents substantially consistent with the analogous existing Guarantee and Security Documents and or otherwise in form and substance reasonably satisfactory to such Borrower and Collateral Agent (it being understood and agreed that (x) no such guarantee shall be required to be governed by the laws of any non-U.S. jurisdiction and (y) the scope of collateral provided by any Foreign Subsidiary shall be consistent with the prevailing market practice in such jurisdiction, as reasonably determined by the Borrower and the Administrative Agent) and take all other action reasonably requested by the Collateral Agent to grant a perfected (with respect to Collateral consisting of Intellectual Property, if and to the extent required under the Security Agreement or any other applicable Security Document) security interest in its assets constituting Collateral to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary other than with respect to execute guarantees and security agreements compatible with the laws of such any Foreign Subsidiary’s jurisdiction in form ) and substance reasonably satisfactory to the Collateral Agent). Notwithstanding anything in any Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC only if and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower required under, and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii))in accordance with, does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documents.

Additional Guarantors and Grantors. Subject to any applicable limitations set forth in the Security Documents, the Borrower will cause each direct or indirect Domestic Subsidiary (excluding any Excluded Subsidiary) formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 days from the date of such formation, acquisition or cessation, as applicable (or such longer period as the Administrative Agent may agree in its reasonable discretion), and Borrower may at its option cause any Subsidiary to, execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary to 143 execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Collateral Agent). Notwithstanding anything in any Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documents.

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

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

Additional Guarantors and Grantors. Subject (a) Except as otherwise provided in Section 10.1(w) and subject to any applicable limitations set forth in the Security Documents, the Parent Borrower will cause each its direct or indirect Domestic Subsidiary Subsidiaries (excluding any other than Excluded Subsidiary) Subsidiaries), whether existing as of the Restatement Effective Date or formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and each other Domestic Subsidiary that ceases Restatement Effective Date, no later than 45 days after so formed, purchased, acquired, or ceasing to constitute an Excluded Subsidiary to, within 30 days from the date of such formation, acquisition or cessation, as applicable (or such longer period as the Administrative Agent may agree in its reasonable discretion), and Borrower may at its option cause any Subsidiary to, to (i) execute a supplement to each of the U.S. Obligations Guarantee, the U.S. Obligations Pledge Agreement and the U.S. Obligations Security Agreement in order Agreement, (ii) on and after the Foreign Obligations Effective Date and only so long as there are Loans outstanding to become the Foreign Subsidiary Borrower, or other Foreign Obligations outstanding, or the Foreign Subsidiary Borrower has the right to borrow under this Agreement, execute a Guarantor under supplement to the Guarantee Foreign Obligations Guarantees and a grantor under such each of the applicable Foreign Obligations Security Documents or, Agreements or (iii) to the extent reasonably requested by the Administrative Agent or the Collateral Agent, enter into a new Guarantee and/or Security Document 158 substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such Administrative Agent or Collateral Agent and take all other action reasonably requested by the Collateral Agent to guarantee Obligations and grant a perfected security interest in its assets to substantially the same extent as created by the U.S. Credit Parties on the Original Closing Restatement Effective Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary including actions required pursuant to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Collateral AgentSection 9.14(e)). Notwithstanding anything in any Credit Document to the contraryforegoing, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign no U.S. Title IV Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the required to execute Guarantees (if and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases U.S. Title IV Subsidiary is excluded from such requirement by clause (g) of the definition of “Excluded Subsidiary”, and (ii) that portion of the assets of any U.S. Title IV Subsidiary that is excluded by clause (g) of the definition of “Excluded Subsidiary” from the requirement to be a wholly-owned Domestic Subsidiary of subject to Liens shall be excluded from the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security DocumentsCollateral.

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

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

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

Additional Guarantors and Grantors. Subject to any applicable limitations set forth in the Security Documents, the Borrower will cause each direct or indirect Domestic Subsidiary (excluding any Excluded Subsidiary) formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 days from the date of such formation, acquisition or cessation, as applicable (or such longer period as the Administrative Agent may agree in its reasonable discretion), and Borrower may at its option cause any Subsidiary to, execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Collateral Agent). Notwithstanding anything in any Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documents.152

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

Additional Guarantors and Grantors. Subject In each case subject to any applicable limitations set forth in the Security DocumentsCredit Documents and the Second Lien Intercreditor Agreement, the Borrower will Borrowers shall cause each (x) direct or indirect Domestic Subsidiary (excluding other than, in each case, any Excluded Subsidiary) of the Borrowers formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and each (y) other Domestic Subsidiary which would otherwise be required to provide a Guarantee but for its classification as an Excluded Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 sixty (60) days from the date of such the applicable formation, acquisition or cessationcessation (which in the case of any Excluded Subsidiary shall commence on the date of delivery of the certificate required by Section 9.1(d)), as applicable (or such longer period later date as the First Lien Administrative Agent (or after the Discharge of Senior Obligations (as defined in the Second Lien Intercreditor Agreement) the Administrative Agent) may agree determine in its reasonable discretiondiscretion and subject to the terms of the Second Lien Intercreditor Agreement), and the Borrower Representative may at its option cause any Subsidiary to, execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents Documents, respectively, or, to the extent reasonably requested by the First Lien Collateral Agent (or after the Discharge of Senior Obligations (as defined in the Second Lien Intercreditor Agreement) the Collateral Agent), enter into a an appropriate new guarantee and appropriate new Security Document Documents substantially consistent with the analogous existing Guarantee and Security Documents and or otherwise in form and substance reasonably satisfactory to such Borrower Representative and Collateral Agent and take all other action reasonably requested by the First Lien Collateral Agent (or after the Discharge of Senior 155 LEGAL_US_E # 168232906.7 Obligations (as defined in the Second Lien Intercreditor Agreement) the Collateral Agent) to grant a perfected (with respect to Collateral consisting of Intellectual Property, if and to the extent required under the Security Agreement) security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form only if and substance reasonably satisfactory to the Collateral Agent)extent required under, and in accordance with, the Security Documents. Notwithstanding anything to the contrary herein or in any other Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documents.that:

Additional Guarantors and Grantors. Subject TC "9.11 Additional Guarantors and Grantors. " \f c \l "2" \* MERGEFORMAT AUTONF D3_TC In each case subject to any applicable limitations set forth in the Security DocumentsCredit Documents and the Second Lien Intercreditor Agreement, the Borrower will Borrowers shall cause each (x) direct or indirect Domestic Subsidiary (excluding other than, in each case, any Excluded Subsidiary) of the Borrowers formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and each (y) other Domestic Subsidiary which would otherwise be required to provide a Guarantee but for its classification as an Excluded Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 sixty (60) days from the date of such the applicable formation, acquisition or cessationcessation (which in the case of any Excluded Subsidiary shall commence on the date of delivery of the certificate required by Section 9.1(d)), as applicable (or such longer period later date as the First Lien Administrative Agent (or after the Discharge of Senior Obligations (as defined in the Second Lien Intercreditor Agreement) the Administrative Agent) may agree determine in its reasonable discretiondiscretion and subject to the terms of the Second Lien Intercreditor Agreement), and the Borrower Representative may at its option cause any Subsidiary to, execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents Documents, respectively, or, to the extent reasonably requested by the First Lien Collateral Agent (or after the Discharge of Senior Obligations (as defined in the Second Lien Intercreditor Agreement) the Collateral Agent), enter into a an appropriate new guarantee and appropriate new Security Document Documents substantially consistent with the analogous existing Guarantee and Security Documents and or otherwise in form and substance reasonably satisfactory to such Borrower Representative and Collateral Agent and take all other action reasonably requested by the First Lien Collateral Agent (or after the Discharge of Senior Obligations (as defined in the Second Lien Intercreditor Agreement) the Collateral Agent) to grant a perfected (with respect to Collateral consisting of Intellectual Property, if and to the extent required under the Security Agreement) security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form only if and substance reasonably satisfactory to the Collateral Agent)extent required under, and in accordance with, the Security Documents. Notwithstanding anything to the contrary herein or in any other Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documents.that: 167

Additional Guarantors and Grantors. Subject In each case subject to any applicable limitations set forth in the Security Credit Documents, the Borrower will shall cause each (x) direct or indirect Domestic Subsidiary (excluding other than, in each case, any Excluded Subsidiary) of the Borrower formed or otherwise purchased or acquired after the Original Closing Fourth Amendment Effective Date (including pursuant to a Permitted Acquisition) and each (y) other Domestic Subsidiary which would otherwise be required to provide a Guarantee but for its classification as an Excluded Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 sixty (60) days from the date of such the applicable formation, acquisition or cessation, as applicable (or such longer period later date as the Administrative Agent may agree determine in its reasonable discretion), and the Borrower may at its option cause any Subsidiary to, execute a supplement to each of the Guarantee, the applicable Pledge Agreement and the applicable Security Agreement in order to become a Guarantor under the applicable 138 Guarantee and a grantor under such Security Documents Documents, respectively, or, to the extent reasonably requested by the Collateral Agent, enter into a an appropriate new Guarantee and appropriate new Security Document substantially consistent with the analogous existing Guarantee or Security Documents and or otherwise in form and substance reasonably satisfactory to such the Borrower and the Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected (with respect to Collateral consisting of Intellectual Property, if and to the extent required under the Security Documents of existing Credit Parties in the applicable jurisdiction) security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form only if and substance reasonably satisfactory to the Collateral Agent)extent required under, and in accordance with, the Security Documents. Notwithstanding anything to the contrary herein or in any other Credit Document to the contraryDocument, as of the 2014 July Repricing Effective Dateit is understood and agreed that: (i) FDR Limitedno Credit Party or any Subsidiary shall be required to take any action outside the United States, Money Network FinancialCanada or the United Kingdom to guarantee the Obligations or grant, LLC maintain or perfect any security interest in the Collateral (including the execution of any agreement, document or other instrument governed by the law of any jurisdiction other than the United States, Canada, any State or province thereof or the District of Columbia, or the United Kingdom); and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited no environmental reports shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease required to be a Guarantor delivered hereunder or under the any other Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documents.

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

Additional Guarantors and Grantors. (a) Subject to any applicable limitations set forth in the Security DocumentsDocuments and, in the case of any Foreign Subsidiary, the Agreed Security Principles, the Borrower will cause each direct or indirect Domestic Subsidiary (excluding other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) ), and each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary to(including following the designation (or redesignation) of a Restricted Subsidiary as a Discretionary Guarantor or the designation (or redesignation) of an Unrestricted Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary)), within 30 60 days (or ninety (90) days in the case of any Foreign Subsidiary or any documents governed by any Foreign Law) from the date of such formation, acquisition or cessation, as applicable (or such longer period as the Administrative Agent may agree in its reasonable discretion), and Borrower may at its option cause any Subsidiary to, to execute a supplement to each of the Guarantee, the Pledge Agreement Guarantee and the each applicable Security Agreement Document in order to become a Guarantor under the Guarantee and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral AgentAgent but subject in the case of a Foreign Subsidiary to the Agreed Security Principles, enter into a new Security Document substantially consistent with the analogous existing Security Documents and or otherwise in form and substance reasonably satisfactory to such the Collateral Agent and and, subject in the case of a Foreign Subsidiary to the Agreed Security Principles, take all other action reasonably requested by the Collateral Agent Agent, to grant a perfected security interest in its assets to substantially the same extent as created and perfected by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Collateral Agent). Notwithstanding anything in any Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made or pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documents9.17.

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