\n| SECTION 5.13.<\/td>\n | <\/td>\n | Additional Subsidiary Guarantors<\/u><\/td>\n | <\/td>\n | <\/td>\n | 11<\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n -ii-<\/p>\n
\nMASTER GUARANTEE AGREEMENT dated as of July 29, 2010 (this
\n“Agreement<\/u>“), among IGLOO INTERMEDIATE CORPORATION, IGLOO MERGER
\nCORPORATION, INTERACTIVE DATA CORPORATION, the SUBSIDIARY GUARANTORS identified
\nherein and BANK OF AMERICA, N.A., as Administrative Agent, on behalf of itself
\nand the other Guaranteed Parties.<\/p>\n Reference is made to the Credit Agreement dated as of July 29, 2010 (as
\namended, supplemented or otherwise modified from time to time, the “Credit
\nAgreement<\/u>“), among Igloo Intermediate Corporation, a Delaware corporation
\n(“Holdings<\/u>“), Igloo Merger Corporation, a Delaware corporation,
\nInteractive Data Corporation, a Delaware corporation (the “Borrower<\/u>“),
\nthe Lenders party thereto and Bank of America, N.A., as Administrative Agent.
\nThe Lenders and the Issuing Banks have agreed to extend credit to the Borrower
\nsubject to the terms and conditions set forth in the Credit Agreement. The
\nobligations of the Lenders and the Issuing Banks to extend such credit are
\nconditioned upon, among other things, the execution and delivery of this
\nAgreement. Holdings and the Subsidiary Guarantors are affiliates of the
\nBorrower, will derive substantial benefits from the extension of credit to the
\nBorrower pursuant to the Credit Agreement and are willing to execute and deliver
\nthis Agreement in order to induce the Lenders and the Issuing Banks to extend
\nsuch credit. Accordingly, the parties hereto agree as follows:<\/p>\n ARTICLE I <\/u><\/p>\n Definitions<\/u><\/p>\n SECTION 1.01. Credit Agreement<\/u>. (a) Capitalized terms used in this
\nAgreement (including in the introductory paragraph hereto) and not otherwise
\ndefined herein have the meanings specified in the Credit Agreement.<\/p>\n (b) The rules of construction specified in Section 1.03 of the Credit
\nAgreement also apply to this Agreement, mutatis<\/u> mutandis<\/u>.<\/p>\n SECTION 1.02. Other Defined Terms<\/u>. As used in this Agreement, the
\nfollowing terms have the meanings specified below:<\/p>\n “Agreement<\/u>” has the meaning assigned to such term in the preamble to
\nthis Agreement.<\/p>\n “Borrower<\/u>” has the meaning assigned to such term in the introductory
\nparagraph to this Agreement.<\/p>\n “Claiming Party<\/u>” has the meaning assigned to such term in Section
\n3.02.<\/p>\n “Contributing Party<\/u>” has the meaning assigned to such term in Section
\n3.02.<\/p>\n “Credit Agreement<\/u>” has the meaning assigned to such term in the
\nintroductory paragraph to this Agreement.<\/p>\n “Guaranteed Cash Management Obligations<\/u>” means the due and punctual
\npayment and performance of all obligations of Holdings, any Intermediate Parent,
\nthe Borrower and the Subsidiaries in respect of any overdraft and related
\nliabilities arising from treasury, depository and cash management services or
\nany automated clearing house transfers of funds provided to Holdings, any
\nIntermediate Parent, the Borrower or any Subsidiary (whether absolute or
\ncontingent and howsoever and whensoever created, arising, evidenced or acquired
\n(including all renewals, extensions and modifications thereof and substitutions
\ntherefor)) that are (a) owed to the Administrative Agent or any of its
\nAffiliates, (b) owed on the Effective Date to a Person that is a Lender or an
\nAffiliate of a Lender as of the Effective Date or (c) owed to a Person that is a
\nLender or an Affiliate of a Lender at the time such obligations are incurred.\n<\/p>\n
\n “Guaranteed Obligations<\/u>” means (a) the Loan Document Obligations, (b)
\nthe Guaranteed Cash Management Obligations and (c) the Guaranteed Swap
\nObligations.<\/p>\n “Guaranteed Parties<\/u>” means (a) each Lender, (b) each Issuing Bank, (c)
\nthe Administrative Agent, (d) each Joint Bookrunner, (e) each Person to whom any
\nGuaranteed Cash Management Obligations are owed, (f) each counterparty to any
\nSwap Agreement the obligations under which constitute Guaranteed Swap
\nObligations, (g) the beneficiaries of each indemnification obligation undertaken
\nby any Loan Party under any Loan Document and (h) the permitted successors and
\nassigns of each of the foregoing.<\/p>\n “Guaranteed Swap Obligations<\/u>” means the due and punctual payment and
\nperformance of all obligations of Holdings, any Intermediate Parent, the
\nBorrower and the Subsidiaries under each Swap Agreement that (a) is with a
\ncounterparty that is the Administrative Agent or any of its Affiliates, (b) is
\nin effect on the Effective Date with a counterparty that is a Lender or an
\nAffiliate of a Lender as of the Effective Date or (c) is entered into after the
\nEffective Date with any counterparty that is a Lender or an Affiliate of a
\nLender at the time such Swap Agreement is entered into.<\/p>\n “Guarantors<\/u>” means Holdings, any Intermediate Parent and the
\nSubsidiary Guarantors.<\/p>\n “Holdings<\/u>” has the meaning assigned to such term in the introductory
\nparagraph to this Agreement.<\/p>\n “Loan Document Obligations<\/u>” means (a) the due and punctual payment by
\nthe Borrower of (i) the principal of and interest at the applicable rate or
\nrates provided in the Credit Agreement (including interest accruing during the
\npendency of any bankruptcy, insolvency, receivership or other similar
\nproceeding, regardless of whether allowed or allowable in such proceeding) on
\nthe Loans, when and as due, whether at maturity, by acceleration, upon one or
\nmore dates set for prepayment or otherwise, (ii) each payment required to be
\nmade by the Borrower under the Credit Agreement in respect of any Letter of
\nCredit, when and as due, including payments in respect of reimbursement of
\ndisbursements, interest thereon and obligations to provide cash collateral, and
\n(iii) all other monetary obligations of the Borrower under or pursuant to the
\nCredit Agreement and each of the other Loan Documents, including obligations to
\npay fees, expense reimbursement obligations and indemnification obligations,
\nwhether primary, secondary, direct, contingent, fixed or otherwise (including
\nmonetary obligations incurred during the pendency of any bankruptcy, insolvency,
\nreceivership or other similar proceeding, regardless of whether allowed or
\nallowable in such proceeding), (b) the due and punctual payment and performance
\nof all other obligations of the Borrower under or pursuant to each of the Loan
\nDocuments and (c) the due and punctual payment and performance of all the
\nobligations of each other Loan Party under or pursuant to this Agreement and
\neach of the other Loan Documents (including monetary obligations incurred during
\nthe pendency of any bankruptcy, insolvency, receivership or other similar
\nproceeding, regardless of whether allowed or allowable in such proceeding).<\/p>\n “Subsidiary Guarantors<\/u>” means the Subsidiaries identified as such on
\nSchedule I hereto and each other Subsidiary that becomes a party to this
\nAgreement as a Subsidiary Guarantor after the Effective Date pursuant to Section
\n5.13; provided<\/u> that if a Subsidiary is released from its obligations as a
\nSubsidiary Guarantor hereunder as provided in Section 5.12(b), such Subsidiary
\nshall cease to be a Subsidiary Guarantor hereunder effective upon such release.\n<\/p>\n<\/p>\n -2-<\/p>\n
\n“Supplement<\/u>” means an instrument in the form of Exhibit A hereto, or
\nany other form approved by the Administrative Agent, and in each case reasonably
\nsatisfactory to the Administrative Agent.<\/p>\n ARTICLE II<\/p>\n The Guarantees<\/u><\/p>\n SECTION 2.01. Guarantee<\/u>. Each Guarantor irrevocably and
\nunconditionally guarantees to each of the Guaranteed Parties, jointly with the
\nother Guarantors and severally, as a primary obligor and not merely as a surety,
\nby way of an independent payment obligation, the due and punctual payment and
\nperformance of the Guaranteed Obligations. Each Guarantor further agrees that
\nthe Guaranteed Obligations may be extended or renewed, in whole or in part, or
\namended or modified, without notice to or further assent from it, and that it
\nwill remain bound upon its guarantee hereunder notwithstanding any such
\nextension or renewal, or amendment or modification, of any of the Guaranteed
\nObligations. Each Guarantor waives presentment to, demand of payment from and
\nprotest to the Borrower or any other Loan Party of any of the Guaranteed
\nObligations, and also waives notice of acceptance of its guarantee and notice of
\nprotest for nonpayment.<\/p>\n SECTION 2.02. Guarantee of Payment; Continuing Guarantee<\/u>. Each
\nGuarantor further agrees that its guarantee hereunder constitutes a guarantee of
\npayment when due (whether or not any bankruptcy or similar proceeding shall have
\nstayed the accrual of collection of any of the Guaranteed Obligations or
\noperated as a discharge thereof) and not merely of collection, and waives any
\nright to require that any resort be had by the Administrative Agent or any other
\nGuaranteed Party to any security held for the payment of any of the Guaranteed
\nObligations or to any balance of any deposit account or credit on the books of
\nthe Administrative Agent or any other Guaranteed Party in favor of the Borrower,
\nany other Loan Party or any other Person. Each Guarantor agrees that its
\nguarantee hereunder is continuing in nature and applies to all of its Guaranteed
\nObligations, whether currently existing or hereafter incurred.<\/p>\n SECTION 2.03. No Limitations<\/u>. (a) Except for the termination or
\nrelease of a Guarantor153s obligations hereunder as expressly provided in Section
\n5.12, the obligations of each Guarantor hereunder shall not be subject to any
\nreduction, limitation, impairment or termination for any reason, including any
\nclaim of waiver, release, surrender, alteration or compromise of any of the
\nGuaranteed Obligations, and shall not be subject to any defense or set-off,
\ncounterclaim, recoupment or termination whatsoever by reason of the invalidity,
\nillegality or unenforceability of any of the Guaranteed Obligations, any
\nimpossibility in the performance of any of the Guaranteed Obligations or
\notherwise. Without limiting the generality of the foregoing, except for the
\ntermination or release of its obligations hereunder as expressly provided in
\nSection 5.12, the obligations of each Guarantor hereunder shall not be
\ndischarged or impaired or otherwise affected by:<\/p>\n (i) the failure of any Guaranteed Party or any other Person to assert any
\nclaim or demand or to enforce any right or remedy under the provisions of any
\nLoan Document or otherwise;<\/p>\n (ii) any rescission, waiver, amendment, restatement or modification of, or
\nany release from any of the terms or provisions of, any Loan Document or any
\nother agreement, including with respect to any other Guarantor under this
\nAgreement;<\/p>\n (iii) the release of, or any impairment of or failure to perfect any Lien on,
\nany security held by any Guaranteed Party for any of the Guaranteed Obligations;\n<\/p>\n<\/p>\n -3-<\/p>\n
\n(iv) any default, failure or delay, willful or otherwise, in the performance
\nof any of the Guaranteed Obligations;<\/p>\n (v) any other act or omission that may or might in any manner or to any
\nextent vary the risk of any Guarantor or otherwise operate as a discharge of any
\nGuarantor as a matter of law or equity (other than the payment in full in cash
\nof all the Guaranteed Obligations);<\/p>\n (vi) any illegality, lack of validity or lack of enforceability of any of the
\nGuaranteed Obligations;<\/p>\n (vii) any change in the corporate existence, structure or ownership of any
\nLoan Party, or any insolvency, bankruptcy, reorganization or other similar
\nproceeding affecting any Loan Party or its assets or any resulting release or
\ndischarge of any of the Guaranteed Obligations;<\/p>\n (viii) the existence of any claim, set-off or other rights that any Guarantor
\nmay have at any time against the Borrower, the Administrative Agent, any other
\nGuaranteed Party or any other Person, whether in connection with the Credit
\nAgreement, the other Loan Documents or any unrelated transaction;<\/p>\n (ix) this Agreement having been determined (on whatsoever grounds) to be
\ninvalid, non-binding or unenforceable against any other Guarantor ab
\ninitio<\/em> or at any time after the Effective Date;<\/p>\n(x) the fact that any Person that, pursuant to the Loan Documents, was
\nrequired to become a party hereto may not have executed or is not effectually
\nbound by this Agreement, whether or not this fact is known to the Guaranteed
\nParties;<\/p>\n (xi) any action permitted or authorized hereunder; or<\/p>\n (xii) any other circumstance (including any statute of limitations), or any
\nexistence of or reliance on any representation by the Administrative Agent, any
\nGuaranteed Party or any other Person, that might otherwise constitute a defense
\nto, or a legal or equitable discharge of, the Borrower, any Guarantor or any
\nother guarantor or surety (other than the payment in full in cash of all the
\nGuaranteed Obligations (excluding contingent obligations (other than any such
\nobligations in respect of a Letter of Credit) as to which no claim has been
\nmade)).<\/p>\n Each Guarantor expressly authorizes the Guaranteed Parties to take and hold
\nsecurity in accordance with the terms of the Loan Documents for the payment and
\nperformance of the Guaranteed Obligations, to exchange, waive or release any or
\nall such security (with or without consideration), to enforce or apply such
\nsecurity and direct the order and manner of any sale thereof in their sole
\ndiscretion or to release or substitute any one or more other guarantors or
\nobligors upon or in respect of the Guaranteed Obligations, all without affecting
\nthe obligations of any Guarantor hereunder.<\/p>\n (b) To the fullest extent permitted by applicable law, each Guarantor waives
\nany defense based on or arising out of any defense of the Borrower or any other
\nLoan Party or the unenforceability of the Guaranteed Obligations or any part
\nthereof from any cause, or the cessation from any cause of the liability of the
\nBorrower or any other Loan Party, other than the payment in full in cash of all
\nthe Guaranteed Obligations. The Administrative Agent and the other Guaranteed
\nParties may, at their election and in accordance with the terms of the Loan
\nDocuments, foreclose on any security held by one or more of them by one or more
\njudicial or nonjudicial sales, accept an assignment of any such security in lieu
\nof foreclosure, compromise or adjust any part of the Guaranteed Obligations,
\nmake any other accommodation with the Borrower or any other Loan Party or
\nexercise any other right or remedy available to them against the Borrower or any
\nother Loan Party, without affecting or impairing in any way the liability of any
\nGuarantor hereunder except to the extent the Guaranteed Obligations have been
\npaid in full in cash. To the fullest extent permitted by applicable law, each
\nGuarantor waives any defense arising out of any such election even though such
\nelection operates, pursuant to applicable law, to impair or to extinguish any
\nright of reimbursement or subrogation or other right or remedy of such Guarantor
\nagainst the Borrower or any other Loan Party, as the case may be, or any
\nsecurity.<\/p>\n<\/p>\n -4-<\/p>\n
\nSECTION 2.04. Reinstatement<\/u>. Each Guarantor agrees that, unless
\nreleased pursuant to Section 5.12(b), its guarantee hereunder shall continue to
\nbe effective or be reinstated, as the case may be, if at any time payment, or
\nany part thereof, of any Guaranteed Obligations is rescinded or must otherwise
\nbe restored by any Guaranteed Party upon the bankruptcy or reorganization (or
\nany analogous proceeding in any jurisdiction) of the Borrower, any other Loan
\nParty or otherwise.<\/p>\n SECTION 2.05. Agreement to Pay; Subrogation<\/u>. In furtherance of the
\nforegoing and not in limitation of any other right that the Administrative Agent
\nor any other Guaranteed Party has at law or in equity against any Guarantor by
\nvirtue hereof, upon the failure of the Borrower or any other Loan Party to pay
\nany Guaranteed Obligation when and as the same shall become due, whether at
\nmaturity, by acceleration, after notice of prepayment or otherwise, each
\nGuarantor hereby promises to and will forthwith pay, or cause to be paid, to the
\nAdministrative Agent for distribution to the applicable Guaranteed Parties in
\ncash the amount of such unpaid Guaranteed Obligation. Upon payment by any
\nGuarantor of any sums to the Administrative Agent as provided above, all rights
\nof such Guarantor against the Borrower or any other Loan Party arising as a
\nresult thereof by way of right of subrogation, contribution, reimbursement,
\nindemnity or otherwise shall in all respects be subject to Article III.<\/p>\n SECTION 2.06. Information<\/u>. Each Guarantor assumes all responsibility
\nfor being and keeping itself informed of the Borrower153s and each other Loan
\nParty153s financial condition and assets, and of all other circumstances bearing
\nupon the risk of nonpayment of the Guaranteed Obligations and the nature, scope
\nand extent of the risks that such Guarantor assumes and incurs hereunder, and
\nagrees that none of the Guaranteed Parties will have any duty to advise such
\nGuarantor of information known to it or any of them regarding such circumstances
\nor risks.<\/p>\n SECTION 2.07. [Reserved]<\/u>.<\/p>\n SECTION 2.08. Payments Free of Taxes<\/u>. Any and all payments by or on
\naccount of any obligation of any Guarantor hereunder or under any other Loan
\nDocument shall be made free and clear of and without deduction for any
\nIndemnified Taxes or Other Taxes on the same terms and to the same extent that
\npayments by the Borrower are required to be so made pursuant to the terms of
\nSection 2.17 of the Credit Agreement. The provisions of Section 2.17 of the
\nCredit Agreement shall apply to each Guarantor, mutatis<\/u> mutandis<\/u>.\n<\/p>\n ARTICLE III<\/p>\n Indemnity, Subrogation and Subordination<\/u><\/p>\n SECTION 3.01. Indemnity and Subrogation<\/u>. In addition to all such
\nrights of indemnity and subrogation as the Guarantors may have under applicable
\nlaw (but subject to Section 3.03) in respect of any payment hereunder, the
\nBorrower agrees that (a) in the event a payment in respect of any obligation of
\nthe Borrower shall be made by any Guarantor under this Agreement, the Borrower
\nshall indemnify such Guarantor for the full amount of such payment and such
\nGuarantor shall be subrogated to the rights of the Person to whom such payment
\nshall have been made to the extent of such payment and (b) in the event any
\nassets of any Guarantor shall be sold pursuant to any Security Document to
\nsatisfy in whole or in part any Guaranteed Obligations owed to any Guaranteed
\nParty, the Borrower shall indemnify such Guarantor in an amount equal to the
\ngreater of the book value or the fair market value of the assets so sold.<\/p>\n<\/p>\n -5-<\/p>\n
\nSECTION 3.02. Contribution and Subrogation<\/u>. Each Guarantor (a
\n“Contributing Party<\/u>“) agrees (subject to Section 3.03) that, in the event
\na payment shall be made by any other Guarantor hereunder in respect of any
\nGuaranteed Obligations or assets of any other Guarantor (other than the
\nBorrower) shall be sold pursuant to any Security Document to satisfy any
\nGuaranteed Obligation owed to any Guaranteed Party and such other Guarantor (the
\n“Claiming Party<\/u>“) shall not have been fully indemnified as provided in
\nSection 3.01, the Contributing Party shall indemnify the Claiming Party in an
\namount equal to the amount of such payment or the greater of the book value or
\nthe fair market value of such assets, as the case may be, in each case
\nmultiplied by a fraction of which the numerator shall be the net worth of the
\nContributing Party on the date hereof (or, in the case of any Guarantor becoming
\na party hereto pursuant to Section 5.13, the date of the Supplement executed and
\ndelivered by such Guarantor) and the denominator shall be the aggregate net
\nworth of all the Guarantors on the date hereof (or, in the case of any Guarantor
\nbecoming a party hereto pursuant to Section 5.13, such other date). Any
\nContributing Party making any payment to a Claiming Party pursuant to this
\nSection 3.02 shall be subrogated to the rights of such Claiming Party under
\nSection 3.01 to the extent of such payment.<\/p>\n SECTION 3.03. Subordination<\/u>. (a) Notwithstanding any provision of this
\nAgreement to the contrary, all rights of the Guarantors under Sections 3.01 and
\n3.02 and all other rights of the Guarantors of indemnity, contribution or
\nsubrogation under applicable law or otherwise shall be fully subordinated to the
\npayment in full in cash of all the Guaranteed Obligations. No failure on the
\npart of the Borrower or any Guarantor to make the payments required by Sections
\n3.01 and 3.02 (or any other payments required under applicable law or otherwise)
\nshall in any respect limit the obligations and liabilities of any Guarantor with
\nrespect to its obligations hereunder, and each Guarantor shall remain liable for
\nthe full amount of the obligations of such Guarantor hereunder.<\/p>\n (b) Each Guarantor hereby agrees that upon the occurrence and during the
\ncontinuance of an Event of Default and after notice from the Administrative
\nAgent (provided<\/u> that no such notice shall be required to be given in the
\ncase of any Event of Default arising under Section 7.01(h) or 7.01(i) of the
\nCredit Agreement), all Indebtedness and other monetary obligations owed by it
\nto, or to it by, any other Guarantor or any other Subsidiary shall be fully
\nsubordinated to the payment in full in cash of all the Guaranteed Obligations.\n<\/p>\n ARTICLE IV<\/p>\n Representations and Warranties<\/u><\/p>\n Each Subsidiary Guarantor represents and warrants to the Administrative Agent
\nand the other Guaranteed Parties that (a) the execution, delivery and
\nperformance by such Subsidiary Guarantor of this Agreement have been duly
\nauthorized by all necessary corporate or other action and, if required, action
\nby the holders of such Subsidiary Guarantor153s Equity Interests, and that this
\nAgreement has been duly executed and delivered by such Subsidiary Guarantor and
\nconstitutes its legal, valid and binding obligation, enforceable against it in
\naccordance with its terms, subject to applicable bankruptcy, insolvency,
\nreorganization, moratorium or other laws affecting creditors153 rights generally
\nand subject to general principles of equity, regardless of whether considered in
\na proceeding in equity or at law, and (b) all representations and warranties set
\nforth in the Credit Agreement as to such Subsidiary Guarantor are true and
\ncorrect in all material respects; provided<\/u> that any representation and
\nwarranty that is qualified as to “materiality,” “Material Adverse Effect” or
\nsimilar language is true and correct in all respects.<\/p>\n<\/p>\n -6-<\/p>\n
\nARTICLE V<\/p>\n Miscellaneous<\/u><\/p>\n SECTION 5.01. Notices<\/u>. All communications and notices hereunder shall
\n(except as otherwise expressly permitted herein) be in writing and given as
\nprovided in Section 9.01 of the Credit Agreement. All communications and notices
\nhereunder to any Subsidiary Guarantor shall be given to it in care of Holdings
\nas provided in Section 9.01 of the Credit Agreement.<\/p>\n SECTION 5.02. Waivers; Amendment<\/u>. (a) No failure or delay by the
\nAdministrative Agent, any Issuing Bank or any Lender in exercising any right or
\npower hereunder or under any other Loan Document shall operate as a waiver
\nthereof, nor shall any single or partial exercise of any such right or power, or
\nany abandonment or discontinuance of steps to enforce such a right or power,
\npreclude any other or further exercise thereof or the exercise of any other
\nright or power. The rights and remedies of the Administrative Agent, the Issuing
\nBanks and the Lenders hereunder and under the other Loan Documents are
\ncumulative and are not exclusive of any rights or remedies that they would
\notherwise have. No waiver of any provision of this Agreement or consent to any
\ndeparture by any Loan Party therefrom shall in any event be effective unless the
\nsame shall be permitted by paragraph (b) of this Section 5.02, and then such
\nwaiver or consent shall be effective only in the specific instance and for the
\npurpose for which given. Without limiting the generality of the foregoing, the
\nmaking of a Loan or issuance of a Letter of Credit shall not be construed as a
\nwaiver of any Default, regardless of whether the Administrative Agent, any
\nLender or any Issuing Bank may have had notice or knowledge of such Default at
\nthe time. No notice or demand on any Loan Party in any case shall entitle any
\nLoan Party to any other or further notice or demand in similar or other
\ncircumstances.<\/p>\n (b) Neither this Agreement nor any provision hereof may be waived, amended or
\nmodified except pursuant to an agreement or agreements in writing entered into
\nby the Administrative Agent and the Guarantor or Guarantors with respect to
\nwhich such waiver, amendment or modification is to apply, subject to any consent
\nrequired in accordance with Section 9.02 of the Credit Agreement;
\nprovided<\/u> that the Administrative Agent may, without the consent of any
\nGuaranteed Party, consent to a departure by any Guarantor from any covenant of
\nsuch Guarantor set forth herein to the extent such departure is consistent with
\nthe authority of the Administrative Agent set forth in the definition of the
\nterm “Collateral and Guarantee Requirement” in the Credit Agreement.<\/p>\n SECTION 5.03. Administrative Agent153s Fees and Expenses;
\nIndemnification<\/u>. (a) Each Guarantor, jointly with the other Guarantors and
\nseverally, agrees to reimburse the Administrative Agent for its fees and
\nexpenses incurred hereunder as provided in Section 9.03(a) of the Credit
\nAgreement; provided<\/u> that each reference therein to the “Borrower” shall
\nbe deemed to be a reference to “each Guarantor.”<\/p>\n (b) Without limitation of its indemnification obligations under the other
\nLoan Documents, each Guarantor, jointly with the other Guarantors and severally,
\nagrees to indemnify the Administrative Agent and the other Indemnitees against,
\nand hold each Indemnitee harmless from, any and all losses, claims, damages,
\nliabilities and reasonable and documented or invoiced out-of-pocket fees and
\nexpenses of any counsel for any Indemnitee, incurred by or asserted against any
\nIndemnitee by any third party or by Holdings, the Borrower or any Subsidiary
\narising out of, in connection with, or as a result of, the execution, delivery
\nor performance of this Agreement or any actual or prospective claim, litigation,
\ninvestigation or proceeding relating to any of the foregoing, whether brought by
\na third party or by Holdings, the Borrower or any Subsidiary and regardless of
\nwhether any Indemnitee is a party thereto; provided<\/u> that such indemnity
\nshall not, as to any Indemnitee, be available to the extent that such losses,
\nclaims, damages, liabilities, costs or related expenses (x) resulted from the
\ngross negligence, bad faith or willful misconduct of such Indemnitee or its
\nRelated Parties (as determined by a court of competent jurisdiction in a final
\nand non-appealable judgment), (y) resulted from a material breach of the Loan
\nDocuments by such Indemnitee or its Related Parties (as determined by a court of
\ncompetent jurisdiction in a final and non-appealable judgment) or (z) arise from
\ndisputes between or among Indemnitees that do not involve an act or omission by
\nHoldings, the Borrower or any Restricted Subsidiary.<\/p>\n<\/p>\n -7-<\/p>\n
\n(c) To the fullest extent permitted by applicable law, no Guarantor shall
\nassert, and each Guarantor hereby waives, any claim against any Indemnitee (i)
\nfor any direct or actual damages arising from the use by unintended recipients
\nof information or other materials distributed to such unintended recipients by
\nsuch Indemnitee through telecommunications, electronic or other information
\ntransmission systems (including the Internet) in connection with this Agreement
\nor the other Loan Documents or the transactions contemplated hereby or thereby;
\nprovided<\/u> that such indemnity shall not, as to any Indemnitee, be
\navailable to the extent that such direct or actual damages are determined by a
\ncourt of competent jurisdiction in a final and non-appealable judgment to have
\nresulted from the gross negligence, bad faith or willful misconduct of, or a
\nmaterial breach of the Loan Documents by, such Indemnitee or its Related Parties
\n(as determined by a court of competent jurisdiction in a final and
\nnon-appealable judgment), or (ii) on any theory of liability, for special,
\nindirect, consequential or punitive damages (as opposed to direct or actual
\ndamages) arising out of, in connection with, or as a result of this Agreement,
\nany Loan Document or any agreement or instrument contemplated hereby or thereby,
\nthe Transactions, any Loan or Letter of Credit or the use of the proceeds
\nthereof.<\/p>\n (d) The provisions of this Section 5.03 shall remain operative and in full
\nforce and effect regardless of the termination of this Agreement or any other
\nLoan Document, the consummation of the transactions contemplated hereby or
\nthereby, the repayment of any of the Guaranteed Obligations, the invalidity or
\nunenforceability of any term or provision of this Agreement or any other Loan
\nDocument, or any investigation made by or on behalf of any Guaranteed Party. All
\namounts due under this Section shall be payable not later than 10 Business Days
\nafter written demand therefore; provided<\/u>, however<\/u>, any Indemnitee
\nshall promptly refund an indemnification payment received hereunder to the
\nextent that there is a final judicial determination that such Indemnitee was not
\nentitled to indemnification with respect to such payment pursuant to this
\nSection 5.03. Any such amounts payable as provided hereunder shall be additional
\nGuaranteed Obligations.<\/p>\n SECTION 5.04. Successors and Assigns<\/u>. Whenever in this Agreement any
\nof the parties hereto is referred to, such reference shall be deemed to include
\nthe permitted successors and assigns of such party; and all covenants, promises
\nand agreements by or on behalf of any Guarantor or the Administrative Agent that
\nare contained in this Agreement shall bind and inure to the benefit of their
\nrespective successors and assigns.<\/p>\n SECTION 5.05. Survival of Agreement<\/u>. All covenants, agreements,
\nrepresentations and warranties made by the Loan Parties in this Agreement or any
\nother Loan Document and in the certificates or other instruments delivered in
\nconnection with or pursuant to this Agreement or any other Loan Document shall
\nbe considered to have been relied upon by the Guaranteed Parties and shall
\nsurvive the execution and delivery of the Loan Documents and the making of any
\nLoans and issuance of any Letters of Credit, regardless of any investigation
\nmade by or on behalf of any Guaranteed Party and notwithstanding that the
\nAdministrative Agent, any Issuing Bank, any Lender or any other Guaranteed Party
\nmay have had notice or knowledge of any Default or incorrect representation or
\nwarranty at the time any credit is extended under the Credit Agreement or any
\nother Loan Document, and shall continue in full force and effect until such time
\nas (a) all the Loan Document Obligations (including LC Disbursements, if any,
\nbut excluding contingent obligations for indemnification, expense reimbursement,
\ntax gross-up or yield protection as to which no claim has been made) have been
\npaid in full in cash, (b) all Commitments have terminated or expired and (c) the
\nLC Exposure has been reduced to zero (including as a result of obtaining the
\nconsent of the applicable Issuing Bank as described in Section 9.05 of the
\nCredit Agreement) and the Issuing Banks have no further obligation to issue or
\namend Letters of Credit under the Credit Agreement.<\/p>\n<\/p>\n -8-<\/p>\n
\nSECTION 5.06. Counterparts; Effectiveness; Several Agreement<\/u>. This
\nAgreement may be executed in counterparts (and by different parties hereto on
\ndifferent counterparts), each of which shall constitute an original but all of
\nwhich when taken together shall constitute a single contract. Delivery of an
\nexecuted signature page to this Agreement by facsimile or other electronic
\ntransmission shall be effective as delivery of a manually signed counterpart of
\nthis Agreement. This Agreement shall become effective as to any Guarantor when a
\ncounterpart hereof executed on behalf of such Guarantor shall have been
\ndelivered to the Administrative Agent and a counterpart hereof shall have been
\nexecuted on behalf of the Administrative Agent, and thereafter shall be binding
\nupon such Guarantor and the Administrative Agent and their respective permitted
\nsuccessors and assigns, and shall inure to the benefit of such Guarantor, the
\nAdministrative Agent and the other Guaranteed Parties and their respective
\nsuccessors and assigns, except that no Guarantor shall have the right to assign
\nor transfer its rights or obligations hereunder or any interest herein (and any
\nsuch assignment or transfer shall be void) except as expressly provided in this
\nAgreement and the Credit Agreement. This Agreement shall be construed as a
\nseparate agreement with respect to each Guarantor and may be amended, modified,
\nsupplemented, waived or released with respect to any Guarantor without the
\napproval of any other Guarantor and without affecting the obligations of any
\nother Guarantor hereunder.<\/p>\n SECTION 5.07. Severability<\/u>. Any provision of this Agreement held to be
\ninvalid, illegal or unenforceable in any jurisdiction shall, as to such
\njurisdiction, be ineffective to the extent of such invalidity, illegality or
\nunenforceability without affecting the validity, legality and enforceability of
\nthe remaining provisions hereof; and the invalidity of a particular provision in
\na particular jurisdiction shall not invalidate such provision in any other
\njurisdiction.<\/p>\n SECTION 5.08. Right of Set-Off<\/u>. If an Event of Default shall have
\noccurred and be continuing, each Lender, the Issuing Bank and each of their
\nrespective Affiliates is hereby authorized at any time and from time to time, to
\nthe fullest extent permitted by law, to set off and apply any and all deposits
\n(general or special, time or demand, provisional or final, in whatever currency)
\nat any time held and other obligations (in whatever currency) at any time owing
\nby such Lender, such Issuing Bank or any such Affiliate to or for the credit or
\nthe account of any Guarantor against any of and all the obligations of such
\nGuarantor then due and owing under this Agreement held by such Lender or such
\nIssuing Bank, irrespective of whether or not such Lender or such Issuing Bank
\nshall have made any demand under this Agreement and although (i) such
\nobligations may be contingent or unmatured and (ii) such obligations are owed to
\na branch or office of such Lender or such Issuing Bank different from the branch
\nor office holding such deposit or obligated on such Indebtedness. The applicable
\nLender and Issuing Bank shall notify the applicable Guarantor and the
\nAdministrative Agent of such setoff and application; provided<\/u> that any
\nfailure to give or any delay in giving such notice shall not affect the validity
\nof any such setoff and application under this Section 5.08. The rights of each
\nLender, each Issuing Bank and their respective Affiliates under this Section
\n5.08 are in addition to other rights and remedies (including other rights of
\nsetoff) that such Lender, such Issuing Bank and their respective Affiliates may
\nhave.<\/p>\n SECTION 5.09. Governing Law; Jurisdiction; Consent to Service of Process;
\nAppointment of Service of Process Agent<\/u>. (a) This Agreement shall be
\nconstrued in accordance with and governed by the laws of the State of New York.\n<\/p>\n<\/p>\n -9-<\/p>\n
\n(b) Each party hereto hereby irrevocably and unconditionally submits, for
\nitself and its property, to the exclusive jurisdiction of the Supreme Court of
\nthe State of New York sitting in New York County and of the United States
\nDistrict Court of the Southern District of New York, and any appellate court
\nfrom any thereof, in any action or proceeding arising out of or relating to this
\nAgreement or any other Loan Document, or for recognition or enforcement of any
\njudgment, and each of the parties hereto hereby irrevocably and unconditionally
\nagrees that all claims in respect of any such action or proceeding may be heard
\nand determined in such New York State or, to the extent permitted by law, in
\nsuch Federal court. Each of the parties hereto agrees that a final judgment in
\nany such action or proceeding shall be conclusive and may be enforced in other
\njurisdictions by suit on the judgment or in any other manner provided by law.
\nNothing in this Agreement shall affect any right that the Administrative Agent,
\nany Issuing Bank or any Lender may otherwise have to bring any action or
\nproceeding relating to this Agreement against any Guarantor or its respective
\nproperties in the courts of any jurisdiction.<\/p>\n (c) Each party hereto hereby irrevocably and unconditionally waives, to the
\nfullest extent it may legally and effectively do so, any objection that it may
\nnow or hereafter have to the laying of venue of any suit, action or proceeding
\narising out of or relating to this Agreement in any court referred to in
\nparagraph (b) of this Section. Each of the parties hereto hereby irrevocably
\nwaives, to the fullest extent permitted by law, the defense of an inconvenient
\nforum to the maintenance of such action or proceeding in any such court.<\/p>\n (d) Each party to this Agreement irrevocably consents to service of process
\nin the manner provided for notices in Section 5.01. Nothing in this Agreement
\nwill affect the right of any party to this Agreement or any other Loan Document
\nto serve process in any other manner permitted by law.<\/p>\n (e) Each Subsidiary Guarantor hereby irrevocably designates, appoints and
\nempowers the Borrower as its designee, appointee and agent to receive, accept
\nand acknowledge for and on its behalf, and in respect of its property, service
\nof any and all legal process, summons, notices and documents that may be served
\nin any such action or proceeding.<\/p>\n SECTION 5.10. WAIVER OF JURY TRIAL<\/u>. EACH PARTY HERETO HEREBY WAIVES,
\nTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
\nTRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
\nRELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
\nCONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
\nTHEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
\nATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
\nOTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
\nWAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
\nINDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
\nOTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10.<\/p>\n SECTION 5.11. Headings<\/u>. Article and Section headings and the Table of
\nContents used herein are for convenience of reference only, are not part of this
\nAgreement and shall not affect the construction of, or to be taken into
\nconsideration in interpreting, this Agreement.<\/p>\n SECTION 5.12. Termination or Release<\/u>. (a) Subject to Section 2.04,
\nthis Agreement and the Guarantees made herein shall terminate when (i) all the
\nLoan Document Obligations (including all LC Disbursements, if any, but excluding
\ncontingent obligations for indemnification, expense reimbursement, tax gross-up
\nor yield protection as to which no claim has been made) have been paid in full
\nin cash, (ii) all Commitments have terminated or expired and (iii) the LC
\nExposure has been reduced to zero (including as a result of obtaining the
\nconsent of the applicable Issuing Bank as described in Section 9.05 of the
\nCredit Agreement) and the Issuing Banks have no further obligation to issue or
\namend Letters of Credit under the Credit Agreement.<\/p>\n<\/p>\n -10-<\/p>\n
\n(b) The guarantees made herein shall also terminate and be released at the
\ntime or times and in the manner set forth in Section 9.15 of the Credit
\nAgreement.<\/p>\n (c) In connection with any termination or release pursuant to paragraph (a)
\nor (b) of this Section, the Administrative Agent shall execute and deliver to
\nany Loan Party, at such Loan Party153s expense, all documents that such Loan Party
\nshall reasonably request to evidence such termination or release so long as the
\napplicable Loan Party shall have provided the Administrative Agent such
\ncertifications or documents as the Administrative Agent shall reasonably request
\nin order to demonstrate compliance with this Section 5.12. Any execution and
\ndelivery of documents by the Administrative Agent pursuant to this Section 5.12
\nshall be without recourse to or warranty by the Administrative Agent.<\/p>\n SECTION 5.13. Additional Subsidiary Guarantors<\/u>. Pursuant to the Credit
\nAgreement, additional Subsidiaries may be required to become Subsidiary
\nGuarantors after the date hereof. Upon execution and delivery by the
\nAdministrative Agent and a Subsidiary of a Supplement, any such Subsidiary shall
\nbecome a Subsidiary Guarantor hereunder with the same force and effect as if
\noriginally named as such herein. The execution and delivery of any such
\ninstrument shall not require the consent of any other Guarantor hereunder. The
\nrights and obligations of each Guarantor hereunder shall remain in full force
\nand effect notwithstanding the addition of any Subsidiary as a party to this
\nAgreement.<\/p>\n<\/p>\n -11-<\/p>\n
\nIN WITNESS WHEREOF, the parties hereto have duly executed this Master
\nGuarantee Agreement as of the day and year first above written.<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| IGLOO INTERMEDIATE CORPORATION,<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| By<\/td>\n | <\/td>\n | \n \/s\/ SEAN DELEHANTY<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | Name: Sean Delehanty<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | Title: Vice President and Secretary<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| IGLOO MERGER CORPORATION,<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| By<\/td>\n | <\/td>\n | \n \/s\/ SEAN DELEHANTY<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name: Sean Delehanty<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title: Vice President and Secretary<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| INTERACTIVE DATA CORPORATION,<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| By<\/td>\n | <\/td>\n | \n \/s CHRISTINE SAMPSON<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | Name: Christine Sampson<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | Title: Treasurer<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| [STB TO PROVIDE SIGNATURE PAGES]<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| By<\/td>\n | <\/td>\n | \n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | Name:<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | Title:<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n SIGNATURE PAGE TO MASTER GUARANTEE AGREEMENT<\/p>\n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| BANK OF AMERICA, N.A., as Administrative Agent<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| By<\/td>\n | <\/td>\n | \n \/s\/ DAVID STRICKERT<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | Name: David Strickert<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | Title: Senior Vice President<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n SIGNATURE PAGE TO MASTER GUARANTEE AGREEMENT<\/p>\n
\nSchedule I to<\/p>\n the Master Guarantee Agreement<\/p>\n INITIAL SUBSIDIARY GUARANTORS<\/p>\n eSignal, Inc.<\/p>\n Exshare Financial Incorporated<\/p>\n GTIS Corporation<\/p>\n IDCO Nominees, Inc.<\/p>\n Infotec Holdings Corporation<\/p>\n Interactive Data Managed Solutions, LLC<\/p>\n Interactive Data Pricing and Reference Data, Inc.<\/p>\n Interactive Data Real-Time Group, Inc.<\/p>\n Interactive Data Real-Time Services, Inc.<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| By<\/td>\n | <\/td>\n | \n \/s CHRISTINE SAMPSON<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | Name: Christine Sampson<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | Title: Treasurer<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nExhibit A to<\/p>\n the Master Guarantee Agreement<\/p>\n SUPPLEMENT NO. <\/u> dated as of [ ], 20[ ] to the Master Guarantee
\nAgreement dated as of July 29, 2010, among IGLOO INTERMEDIATE CORPORATION
\n(“Holdings<\/u>“), IGLOO MERGER CORPORATION, INTERACTIVE DATA CORPORATION (the
\n“Borrower<\/u>“), the subsidiaries of Holdings party thereto (Holdings, the
\nBorrower and such subsidiaries being collectively referred to as the
\n“Guarantors<\/u>“) and BANK OF AMERICA, N.A., as Administrative Agent.<\/p>\n A. Reference is made to the Credit Agreement dated as of July 29, 2010 (as
\namended, supplemented or otherwise modified from time to time, the “Credit
\nAgreement<\/u>“), among Igloo Intermediate Corporation, a Delaware corporation
\n(“Holdings<\/u>“), Igloo Merger Corporation, a Delaware corporation,
\nInteractive Data Corporation, a Delaware corporation (the “Borrower<\/u>“),
\nthe Lenders party thereto and Bank of America, N.A., as Administrative Agent.\n<\/p>\n B. Capitalized terms used herein and not otherwise defined herein shall have
\nthe meanings assigned to such terms in the Credit Agreement and the Guarantee
\nAgreement referred to therein, as applicable.<\/p>\n C. The Guarantors have entered into the Guarantee Agreement in order to
\ninduce the Lenders and the Issuing Banks to extend credit to the Borrower.
\nSection 5.13 of the Guarantee Agreement provides that additional Subsidiaries
\nmay become Subsidiary Guarantors under the Guarantee Agreement by execution and
\ndelivery of an instrument in the form of this Supplement. The undersigned
\nSubsidiary (the “New Subsidiary<\/u>“) is executing this Supplement to become
\na Subsidiary Guarantor under the Guarantee Agreement in order to induce the
\nLenders and the Issuing Banks to make additional extensions of credit under the
\nCredit Agreement and as consideration for such extensions of credit previously
\nissued.<\/p>\n Accordingly, the Administrative Agent and the New Subsidiary agree as
\nfollows:<\/p>\n SECTION 1. In accordance with Section 5.13 of the Guarantee Agreement, the
\nNew Subsidiary by its signature below becomes a Subsidiary Guarantor under the
\nGuarantee Agreement with the same force and effect as if originally named
\ntherein as a Subsidiary Guarantor, and the New Subsidiary hereby agrees to all
\nthe terms and provisions of the Guarantee Agreement applicable to it as a
\nSubsidiary Guarantor (and a Guarantor) thereunder. Each reference to a
\n“Subsidiary Guarantor” or a “Guarantor” in the Guarantee Agreement shall be
\ndeemed to include the New Subsidiary. The Guarantee Agreement is hereby
\nincorporated herein by reference.<\/p>\n SECTION 2. The New Subsidiary represents and warrants to the Administrative
\nAgent and the other Guaranteed Parties that (a) the execution, delivery and
\nperformance by the New Subsidiary of this Supplement have been duly authorized
\nby all necessary corporate or other action and, if required, action by the
\nholders of such New Subsidiary153s Equity Interests, and that this Supplement has
\nbeen duly executed and delivered by the New Subsidiary and constitutes its
\nlegal, valid and binding obligation, enforceable against it in accordance with
\nits terms, subject to applicable bankruptcy, insolvency, reorganization,
\nmoratorium or other laws affecting creditors153 rights generally and subject to
\ngeneral principles of equity, regardless of whether considered in a proceeding
\nin equity or at law, and (b) all representations and warranties set forth in the
\nCredit Agreement as to the New Subsidiary are true and correct in all material
\nrespects as of the date hereof; provided<\/u> that, to the extent such
\nrepresentations and warranties specifically refer to an earlier date, they are
\ntrue and correct in all material respects as of such earlier date;
\nprovided<\/u>, further<\/u> that any representation and warranty that is
\nqualified as to “materiality,” “Material Adverse Effect” or similar language is
\ntrue and correct in all respects.<\/p>\n<\/p>\n Exh. A-1<\/p>\n
\nSECTION 3. This Supplement may be executed in counterparts (and by different
\nparties hereto on different counterparts), each of which shall constitute an
\noriginal but all of which when taken together shall constitute a single
\ncontract. Delivery of an executed signature page to this Supplement by facsimile
\nor other electronic transmission shall be effective as delivery of a manually
\nsigned counterpart of this Supplement. This Supplement shall become effective as
\nto the New Subsidiary when a counterpart hereof executed on behalf of the New
\nSubsidiary shall have been delivered to the Administrative Agent and a
\ncounterpart hereof shall have been executed on behalf of the Administrative
\nAgent, and thereafter shall be binding upon the New Subsidiary and the
\nAdministrative Agent and their respective permitted successors and assigns, and
\nshall inure to the benefit of the New Subsidiary, the Administrative Agent and
\nthe other Guaranteed Parties and their respective successors and assigns, except
\nthat the New Subsidiary shall not have the right to assign or transfer its
\nrights or obligations hereunder or any interest herein (and any such assignment
\nor transfer shall be void) except as expressly provided in this Supplement, the
\nGuarantee Agreement and the Credit Agreement.<\/p>\n SECTION 4. Except as expressly supplemented hereby, the Guarantee Agreement
\nshall remain in full force and effect.<\/p>\n SECTION 5. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
\nGOVERNED BY THE LAWS OF THE STATE OF NEW YORK.<\/strong><\/p>\nSECTION 6. Any provision of this Supplement held to be invalid, illegal or
\nunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
\nto the extent of such invalidity, illegality or unenforceability without
\naffecting the validity, legality and enforceability of the remaining provisions
\nhereof; and the invalidity of a particular provision in a particular
\njurisdiction shall not invalidate such provision in any other jurisdiction.<\/p>\n SECTION 7. All communications and notices hereunder shall be in writing and
\ngiven as provided in Section 5.01 of the Guarantee Agreement.<\/p>\n SECTION 8. The New Subsidiary agrees to reimburse the Administrative Agent
\nfor its fees and expenses incurred hereunder and under the Guarantee Agreement
\nas provided in Section 9.03(a) of the Credit Agreement; provided<\/u> that
\neach reference therein to the “Borrower” shall be deemed to be a reference to
\n“the New Subsidiary.”<\/p>\n SECTION 9. The New Subsidiary is a [company<\/em>] duly
\n[incorporated<\/em>] under the law of [name of relevant
\njurisdiction<\/em>].<\/p>\n<\/p>\nExh. A-2<\/p>\n
\nIN WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly
\nexecuted this Supplement to the Master Guarantee Agreement as of the day and
\nyear first above written.<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| [NAME OF NEW SUBSIDIARY],<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| By<\/td>\n | <\/td>\n | \n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | Name:<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | Title:<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \nBANK OF AMERICA, N.A., as Administrative Agent, on
\nbehalf of itself and the other Guaranteed Parties,<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| By<\/td>\n | <\/td>\n | \n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | Name:<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | Title:<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n SIGNATURE PAGE TO SUPPLEMENT TO THE MASTER GUARANTEE AGREEMENT<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7878],"corporate_contracts_industries":[9418],"corporate_contracts_types":[9560,9565],"class_list":["post-41152","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-interactive-data-corp","corporate_contracts_industries-financial__securities","corporate_contracts_types-finance","corporate_contracts_types-finance__guaranty"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41152","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41152"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41152"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41152"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41152"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} | | | | |