Common use of Unconditional Undertaking Clause in Contracts

Unconditional Undertaking. Parent hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE and the Administrative Agent (for itself and for the benefit of the Secured Parties) to cause the due and punctual performance and observance by the Servicer and each other Originator and their respective successors and assigns (collectively, the “Synnex Entities”) of all of the terms, covenants, conditions, agreements and undertakings on the part of such Synnex Entity to be performed or observed under the Sale Agreement or any document delivered by such Synnex Entity in connection with the Sale Agreement, the Funding Agreement and the Related Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such Synnex Entity now or hereafter existing under the Sale Agreement whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable and documented expenses (including reasonable and documented fees and expenses of attorneys, auditors and accountants) incurred by SPE, the Administrative Agent and their respective assigns in enforcing any rights under this Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that any Synnex Entity shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related Document, then Parent will itself duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Guaranteed Obligations, and it shall not be a condition to the accrual of the obligation of Parent hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, shall have first made any request of or demand upon or given any notice to Parent or to any Synnex Entity or their respective successors or assigns, or have instituted any action or proceeding against Parent or any Synnex Entity or their respective successors or assigns in respect thereof.

Unconditional Undertaking. Parent hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE and the Administrative Agent (for itself and for the benefit of the Secured PartiesLenders) to cause the due and punctual performance and observance by the each Sub-Servicer and each other Originator Seller and their respective successors and assigns (each, a “SunGard Entity” and, collectively, the “Synnex SunGard Entities”) of all of the terms, covenants, conditions, agreements and undertakings on the part of such Synnex SunGard Entity to be performed or observed under the Sale Agreement or any document delivered by such Synnex SunGard Entity in connection with the Sale Agreement, the Funding Credit Agreement, any Sub-Servicing Agreement and the Related Transaction Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such Synnex SunGard Entity now or hereafter existing under any of the Sale Agreement, any document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement and the Transaction Documents, whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the “Guaranteed Obligations”); provided, and agrees to pay any and all reasonable and documented expenses (including reasonable and documented fees and expenses of attorneys, auditors and accountants) incurred by SPE, the Administrative Agent and their respective assigns in enforcing any rights under this Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that (i) each of its Subsidiaries that becomes an “OriginatorSeller” under the Sale Agreement shall be deemed to be an “OriginatorSeller” and a SunGard Entity for purposes of this Agreement and (ii) each of its Subsidiaries that becomes a “Sub-Servicer” under any Sub-Servicing Agreement shall be deemed to be a “Sub-Servicer” and a SunGard Entity for purposes of this Agreement. In the event that any Synnex SunGard Entity shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under the Sale Agreement or any document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement or any other Related Transaction Document, then Parent will itself duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Guaranteed Obligations, and it shall not be a condition to the accrual of the obligation of Parent hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, shall have first made any request of or demand upon or given any notice to Parent or to any Synnex SunGard Entity or their respective successors or assigns, or have instituted any action or proceeding against Parent or any Synnex SunGard Entity or their respective successors or assigns in respect thereof.

Unconditional Undertaking. Parent (a) Each of the Performance Guarantors, hereby jointly and severally, unconditionally and irrevocably undertakes and agrees with and the Administrative Agent for the benefit of SPE and each Secured Party (collectively the Administrative Agent “Indemnified Parties”): (for itself and for the benefit of the Secured Partiesi) to cause the due and punctual payment, performance and observance by the Servicer and each other Originator Xxxxxxxx Party other than the Borrower, RGHL and their respective successors BPH IV (each a “Guaranteed Party” and assigns (collectively, the “Synnex EntitiesGuaranteed Parties”) of all of the each such Guaranteed Party’s terms, covenants, conditions, agreements agreements, undertakings and undertakings on obligations (individually, as Master Servicer, as a Subservicer, or in any other capacity) contained in (i) the part Purchase and Sale Agreement and (ii) each other Transaction Document, in each case to which such Guaranteed Party is a party, including, without limitation, any agreement or obligation of any such Synnex Entity Guaranteed Party to be performed pay any indemnity or observed make any payment in respect of any applicable dilution adjustment or repurchase obligation under the Purchase and Sale Agreement or any document delivered by such Synnex Entity in connection with the Sale Agreement, the Funding Agreement and the Related Documents in accordance with the terms thereof, including the punctual payment when due of Transaction Document (all obligations of such Synnex Entity now or hereafter existing under the Sale Agreement whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations on the part of any of the Guaranteed Parties, to be paid, performed or observed, and including without limitation, obligations that accrue after the commencement of any bankruptcy, insolvency or similar proceeding, in each case whether or not allowed as a claim in such proceeding, being collectively called the “Guaranteed Obligations”); provided that the “Guaranteed Obligations” shall expressly exclude any of the foregoing to the extent that the failure by the relevant Seller to perform or pay such obligations results from any Receivable not being collected from or paid by, and agrees or otherwise being uncollectible from, the relevant Obligor on account of the insolvency, bankruptcy, creditworthiness, or financial inability to pay of the applicable Obligor or the intentional non-payment of amounts due by the related Obligor in breach of its obligations in respect of such Receivable); and (ii) to pay promptly following receipt of a written demand (x) any and all reasonable and documented expenses (including reasonable and documented counsel fees and expenses of attorneys, auditors and accountantsexpenses) incurred by SPEthe Indemnified Parties, the Administrative Agent and their respective assigns or any of them, in enforcing any rights under this Agreement; provided Agreement and (y) interest on amounts recoverable under this Agreement from the time when such amounts become due until payment thereof, at a rate of interest (computed for the actual number of days elapsed based on a year of 365 or 366 days, as the case may be) equal to the Default Rate in effect from time to time. (b) The Performance Guarantors hereby jointly and severally agree that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that if any Synnex Entity Guaranteed Party shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related Documentobserved, then Parent will itself the Performance Guarantors jointly and severally shall themselves duly and punctually perform or observe, or cause to be duly and punctually performed or and observed, such Guaranteed ObligationsObligation, and it shall not be a condition to the accrual of the obligation of Parent any Performance Guarantor hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, any Indemnified Party shall have first made any request of or demand upon or given any notice to Parent any of the Guaranteed Parties or to any Synnex Entity or of their respective successors or assigns, or have instituted any action or proceeding against Parent any of the Guaranteed Parties or any Synnex Entity or of their respective successors or assigns in respect thereof. (c) For the avoidance of doubt, none of the Performance Guarantors shall have the obligation to guaranty (and does not guaranty) any obligations of the Obligors under the Receivables or any obligation of the Buyer under the Receivables Loan and Security Agreement. The exclusion of BHP IV from the Guaranteed Parties is not intended to relieve BHP IV from or otherwise affect any of BHP IV’s own covenants, conditions, agreements, undertakings and obligations under any Transaction Document.

Unconditional Undertaking. The Parent Undertaking Parties, jointly and severally, hereby unconditionally and irrevocably undertakes undertake and agrees agree with and for the benefit of SPE each of the Purchasers and the Administrative other Owners and the Agent (for itself and for collectively the benefit of the Secured “Indemnified Parties”) to cause the due and punctual performance and observance by each of (a) the Seller and its successors and assigns, (b) the Servicer (so long as any Affiliate of any of the Parent Undertaking Parties is the Servicer) and (c) each of the Originators and each other Originator and of their respective successors and assigns assigns, in each case of clauses (collectivelya), the “Synnex Entities”) (b), and (c), of all of the terms, covenants, conditionsagreements, agreements undertakings and undertakings other obligations on the part of such Synnex Entity the Seller, the Servicer (so long as any Affiliate of any of the Parent Undertaking Parties is the Servicer) or each of the Originators, as applicable, to be performed or observed under each of the Sale Agreement or any document delivered by such Synnex Entity in connection with the Sale Receivables Purchase Agreement, the Funding Agreement Contribution and Sale Agreements and the Related other Transaction Documents and the other documents delivered in connection therewith in accordance with the terms thereof, including including, without limitation, the punctual payment obligations to pay when due of all monetary obligations of such Synnex Entity each of the Seller, the Servicer (so long as any Affiliate of any of the Parent Undertaking Parties is the Servicer) and the Originators now or hereafter existing under the Receivables Purchase Agreement, the Contribution and Sale Agreement Agreements and the other Transaction Documents, whether for indemnification paymentsCollections received, deemed Collections, Yield, interest, indemnifications, fees, costs, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the “Guaranteed Obligations”), ) and agrees undertake and agree to pay any and all reasonable and documented expenses (including reasonable and documented counsel fees and expenses of attorneys, auditors and accountantsexpenses) incurred by SPEthe Indemnified Parties, the Administrative Agent and their respective assigns or any of them, in enforcing any rights under this Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that the Seller, the Servicer (so long as any Synnex Entity Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related Documentobserved, then the Parent will itself Undertaking Parties shall themselves duly and punctually perform or observe, or cause to be duly and punctually performed or and observed, such Guaranteed ObligationsObligation, and it shall not be a condition to the accrual of the obligation of the Parent Undertaking Parties hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, any Indemnified Party shall have first made any request of or demand upon or given any notice to the Seller, the Servicer (whether or not any Affiliate of any of the Parent Undertaking Parties is the Servicer) or to any Synnex Entity of the Originators or any of their respective successors or assigns, or have instituted any action or proceeding against the Seller, the Servicer (whether or not any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any Synnex Entity of the Originators or any of their respective successors or assigns in respect thereof.

Unconditional Undertaking. Parent Superior hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE Funding and the Administrative Agent (for itself and for the benefit of the Secured Parties) to cause the due and punctual performance and observance by each Originator and the Servicer and each other Originator and their respective successors and assigns (collectively, the “Synnex "Superior Entities”") of all of the terms, covenants, conditions, agreements and undertakings on the part of such Synnex Superior Entity to be performed or observed under the Sale Agreement or the Funding Agreement, as applicable, or any document delivered by such Synnex Superior Entity in connection with the Sale Agreement or the Funding Agreement, the Funding Agreement and the Related Documents as applicable, in accordance with the terms thereof, including the punctual payment when due of all obligations of such Synnex Superior Entity now or hereafter existing under the Sale Agreement or the Funding Agreement, as applicable, whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the “"Guaranteed Obligations”"), and agrees to pay any and all reasonable and documented expenses (including reasonable and documented fees and expenses of attorneys, auditors and accountants) incurred by SPE, Funding or the Administrative Agent and their respective assigns in enforcing any rights under this Agreement; provided provided, that the foregoing unconditional undertaking of Parent Superior is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent Superior agrees that each of its Subsidiaries that becomes an “"Originator” " under the Sale Agreement shall be deemed to be an “"Originator” " for purposes of this Agreement. In the event that any Synnex Superior Entity shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under the Sale Agreement or the Funding Agreement, as applicable, or any such other Related Document, then Parent Superior will itself duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Guaranteed Obligations, and and, except to the extent required under the Sale Agreement or the Funding Agreement, as applicable, it shall not be a condition to the accrual of the obligation of Parent Superior hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE Funding or the Administrative Agent, as applicable, shall have first made any request of or demand upon or given any notice to Parent Superior or to any Synnex Superior Entity or their respective successors or assigns, or have instituted any action or proceeding against Parent Superior or any Synnex Superior Entity or their respective successors or assigns in respect thereof.

Unconditional Undertaking. Parent CHS hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE the Lenders and the Administrative Agent (for itself and for the benefit of the Secured Parties) to cause the due and punctual performance and observance by the Servicer Collection Agent and each other Originator and their respective its successors and assigns (collectively, the “Synnex Entities”provided that such successor or assign is a subsidiary of CHS) of all of the terms, covenants, conditions, agreements agreements, duties and undertakings obligations on the part of such Synnex Entity the Collection Agent to be performed or observed under the Sale Agreement, the Contribution Agreement or the Loan Agreement or any document delivered by such Synnex Entity in connection with the Sale Agreement, the Funding Contribution Agreement and or the Related Documents Loan Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of such Synnex Entity the Collection Agent now or hereafter existing under the Sale Agreement, the Contribution Agreement or the Loan Agreement, whether for the deposit of Collections, indemnification payments, fees, expenses payments or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations of the Collection Agent being the “Guaranteed Undertaking Obligations”), and agrees to pay any and all reasonable and documented expenses (including reasonable and documented outside counsel fees and expenses of attorneys, auditors and accountantsexpenses) incurred by SPE, the Administrative Agent and their respective assigns or the Lenders in enforcing any rights under this Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that any Synnex Entity the Collection Agent shall fail in any manner whatsoever to perform or observe any of its Guaranteed the Undertaking Obligations when the same shall be required to be performed or observed under the Sale Agreement, the Contribution Agreement or the Loan Agreement or any such other Related Documentdocument, then Parent CHS, upon the earlier of its actual knowledge and its receipt of written notice from the Administrative Agent thereof (the “Undertaking Date”), will itself duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Guaranteed Obligation, within two Business Days of the Undertaking Date with respect to the Undertaking Obligations involving cash management or Collections, and within 10 days of the Undertaking Date with respect to all other Undertaking Obligations, and it shall not be a condition to the accrual of the obligation of Parent CHS hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE the Administrative Agent or the Administrative Agent, as applicable, Lenders shall have first made any request of or demand upon or given any notice to Parent the Borrower or to any Synnex Entity the Collection Agent or their respective successors or assignsassigns or any other Person, or have instituted any action or proceeding against Parent the Borrower or any Synnex Entity the Collection Agent or their respective successors or assigns in respect thereofthereof or any other Person. Without limiting or expanding the foregoing, it is understood and agreed that the Undertaking Obligations shall not include, and CHS shall not guaranty or otherwise be liable to any Person for (i) any amounts due that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor, (ii) any losses, damages, liabilities or expenses not constituting Undertaking Obligations or (iii) any amounts that arise solely from such Person’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.

Unconditional Undertaking. Parent Equistar hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE each of the Agent, and the Administrative Agent Purchasers (for itself and for collectively, the benefit of the Secured “Indemnified Parties”) to cause the due and punctual performance and observance by each of (a) the Servicer (so long as any Affiliate of Equistar is the Servicer) and (b) each of the other Originator Originators, if any, in each case of clauses (a) and their respective successors and assigns (collectivelyb), the “Synnex Entities”) of all of the terms, covenants, conditionsagreements, agreements undertakings and undertakings other obligations on the part of such Synnex Entity the Servicer (so long as any Affiliate of Equistar is the Servicer) or each of the other Originators, as applicable, to be performed or observed under each of the Sale Agreement or any document delivered by such Synnex Entity in connection with the Sale Receivables Purchase Agreement, the Funding Receivables Sale Agreement and the Related other Transaction Documents and any other documents delivered in connection therewith in accordance with the terms thereof, including including, without limitation, the punctual payment obligations to pay when due of all monetary obligations of such Synnex Entity each of the Servicer (so long as any Affiliate of Equistar is the Servicer) and the other Originators now or hereafter existing under the Receivables Purchase Agreement, the Receivables Sale Agreement and the other Transaction Documents, whether for indemnification paymentsCollections received, deemed Collections, interest, indemnifications, fees, costs, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the “Guaranteed Obligations”), ) and undertakes and agrees to pay any and all reasonable and documented expenses (including reasonable and documented counsel fees and expenses of attorneys, auditors and accountantsout-of-pocket expenses) incurred by SPEthe Indemnified Parties, the Administrative Agent and their respective assigns or any of them, in enforcing any its rights under this Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that the Servicer (so long as any Synnex Entity Affiliate of Equistar is the Servicer) or any of the other Originators shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related Documentobserved, then Parent will Equistar shall itself duly and punctually perform or observe, or cause to be duly and punctually performed or and observed, such Guaranteed ObligationsObligation, and it shall not be a condition to the accrual of the obligation of Parent Equistar hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, any Indemnified Party shall have first made any request of or demand upon or given any notice to Parent the Servicer (so long as any Affiliate of Equistar is the Servicer) or to any Synnex Entity of the other Originators or any of their respective successors or assigns, or have instituted any action or proceeding against Parent the Servicer (whether or not any Affiliate of Equistar is the Servicer) or any Synnex Entity of the other Originators or any of their respective successors or assigns in respect thereof.

Unconditional Undertaking. The Parent hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE and the Administrative Agent (for itself and for the benefit of the Secured Parties) Recipients to cause the due and punctual performance and observance by each Selling Subsidiary and the Servicer and each other Originator and of their respective successors and assigns (collectively, the “Synnex Entities”) of all of the terms, covenants, conditions, agreements and undertakings on the part of such Synnex Entity Selling Subsidiary and the Servicer to be performed or observed under the Sale Agreement Agreements or any document delivered by such Synnex Entity Selling Subsidiary or the Servicer in connection with the Sale Agreement, the Funding Agreement and the Related Documents such agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of such Synnex Entity Selling Subsidiary and the Servicer now or hereafter existing under the Sale Agreement Agreements, whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the “Guaranteed "Obligations”"), and agrees to pay any and all reasonable and documented expenses (including reasonable and documented fees and expenses of attorneys, auditors and accountants) incurred by SPE, any of the Administrative Agent and their respective assigns Recipients in enforcing any rights under this AgreementGuaranty; provided provided, that the foregoing unconditional undertaking of the Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. The Parent agrees that each of its Subsidiaries that becomes an “"Originator” " under the Sale Contribution Agreement shall be deemed to be an “Originator” a "Selling Subsidiary" for purposes of this AgreementGuaranty and each of its Subsidiaries that becomes a "Servicer" under any of the Agreements shall be deemed to be a "Servicer" for purposes of this Guaranty. In the event that any Synnex Entity Selling Subsidiary or the Servicer shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under any of the Sale Agreement Agreements or any such other Related Documentdocument, then the Parent will itself duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Guaranteed Obligations, and and, except to the extent required under such Agreement, it shall not be a condition to the accrual of the obligation of the Parent hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, any Recipient shall have first made any request of or demand upon or given any notice to Parent the Parent, to any Selling Subsidiary, or to the Servicer, or any Synnex Entity or of their respective successors or assigns, or have instituted any action or proceeding against Parent or the Parent, any Synnex Entity Selling Subsidiary, the Servicer or their respective successors or assigns in respect thereof.

Unconditional Undertaking. Parent (a) The Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and the Administrative Agent for the benefit of SPE and each Secured Party (collectively the Administrative Agent “Indemnified Parties”): (for itself and for the benefit of the Secured Partiesi) to cause the due and punctual payment, performance and observance by the Servicer and each other Originator and their respective successors and assigns BPH IV (collectively, the “Synnex EntitiesGuaranteed Party”) of all of the Guaranteed Party’s terms, covenants, conditions, agreements agreements, undertakings and undertakings on obligations (individually, as Lux Manager, or in any other capacity) contained in (i) the part of such Synnex Entity to be performed or observed under Receivables Loan and Security Agreement, (ii) the Purchase and Sale Agreement and (iii) each other Transaction Document to which the Guaranteed Party is a party, including, without limitation, any agreement or obligation of the Guaranteed Party to pay any document delivered by indemnity obligation under any such Synnex Entity in connection with the Sale Agreement, the Funding Agreement and the Related Documents in accordance with the terms thereof, including the punctual payment when due of Transaction Document (all obligations of such Synnex Entity now or hereafter existing under the Sale Agreement whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations on the part of the Guaranteed Party, to be paid, performed or observed, and including without limitation, obligations that accrue after the commencement of any bankruptcy, insolvency or similar proceeding, in each case whether or not allowed as a claim in such proceeding, being collectively called the “Guaranteed Obligations”), and agrees ; and (ii) to pay promptly following receipt of a written demand (x) any and all reasonable and documented expenses (including reasonable and documented counsel fees and expenses of attorneys, auditors and accountantsexpenses) incurred by SPEthe Indemnified Parties, the Administrative Agent and their respective assigns or any of them, in enforcing any rights under this Agreement; provided that Agreement and (y) interest on amounts recoverable under this Agreement from the foregoing unconditional undertaking time when such amounts become due until payment thereof, at a rate of Parent is not intended tointerest (computed for the actual number of days elapsed based on a year of 365 or 366 days, and shall not, constitute a guarantee of as the collectibility or payment of case may be) equal to the Transferred Receivables. Parent Default Rate in effect from time to time. (b) The Performance Guarantor hereby agrees that each of its Subsidiaries that becomes an “Originator” under if the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that any Synnex Entity Guaranteed Party shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related Documentobserved, then Parent will the Performance Guarantor shall itself duly and punctually perform or observe, or cause to be duly and punctually performed or and observed, such Guaranteed ObligationsObligation, and it shall not be a condition to the accrual of the obligation of Parent the Performance Guarantor hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, any Indemnified Party shall have first made any request of or demand upon or given any notice to Parent the Guaranteed Party or to any Synnex Entity or their respective of its successors or assigns, or have instituted any action or proceeding against Parent the Guaranteed Party or any Synnex Entity or their respective of its successors or assigns in respect thereof. (c) For the avoidance of doubt, the Performance Guarantor shall not have the obligation to guaranty (and does not guaranty) any obligations of the Obligors under the Receivables or any obligation of the Buyer under the Receivables Loan and Security Agreement.

Unconditional Undertaking. (a) The Parent hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE and the Administrative Agent and each Purchaser (for itself and for collectively the benefit of the Secured “Indemnified Parties”) to cause the due and punctual payment, performance and observance by the Servicer each Guaranteed Party, and each other Originator and of their respective successors and assigns (collectivelyassigns, the “Synnex Entities”) of all of the each Guaranteed Party’s terms, covenants, conditions, agreements agreements, undertakings and undertakings on obligations contained in the part Receivables Purchase Agreement and each other Transaction Document, including, without limitation, any agreement or obligation of any such Synnex Entity party to be performed pay any indemnity or observed make any payment in respect of any applicable dilution adjustment or purchase or repurchase obligation under the Sale Receivables Purchase Agreement or any document delivered by such Synnex Entity in connection with the Sale Agreement, the Funding Agreement and the Related Documents in accordance with the terms thereof, including the punctual payment when due of other Transaction Document (all obligations of such Synnex Entity now or hereafter existing under the Sale Agreement whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations on the part of any of the Guaranteed Parties, to be paid, performed or observed, and including without limitation, obligations that accrue after the commencement of any bankruptcy, insolvency or similar proceeding, in each case whether or not allowed as a claim in such proceeding, being collectively called the “Guaranteed Obligations”), ) and undertakes and agrees to pay on demand any and all reasonable and documented expenses (including reasonable and documented counsel fees and expenses of attorneys, auditors and accountantsexpenses) incurred by SPEthe Indemnified Parties, the Administrative Agent and their respective assigns or any of them, in enforcing any rights under this Agreement; provided that . As a separate, additional and independent obligation, the foregoing unconditional undertaking of Parent is not intended toagrees to indemnify and hold harmless each Indemnified Party on first demand from and against any cost, and shall notclaim, constitute loss, expense (including legal fees) or liability which such Indemnified Party sustains or incurs as a guarantee consequence of the collectibility or payment failure of the Transferred Receivables. Parent agrees that each Guarantor to perform any of its Subsidiaries that becomes an “Originator” obligations under the Sale Agreement shall be deemed or pursuant to be an “Originator” for purposes of this Agreement. In the event The Parent hereby agrees that if any Synnex Entity Guaranteed Party shall fail in any manner whatsoever to pay, perform or observe any of its Guaranteed Obligations when the same shall be required to be paid, performed or observed under the Sale Agreement or any such other Related Documentobserved, then the Parent will itself shall duly and punctually pay, perform or observe, or cause to be duly and punctually paid, performed or and observed, such Guaranteed ObligationsObligation, and it shall not be a condition to the accrual of the obligation of the Parent hereunder to pay, perform or observe any Guaranteed Obligation (or to cause the same to be paid, performed or observed) that SPE or the Administrative Agent, as applicable, any Indemnified Party shall have first made any request of or demand upon or given any notice to Parent any of Guaranteed Parties or to any Synnex Entity or of their respective successors or assigns, or have instituted any action or proceeding against Parent any of the Guaranteed Parties or any Synnex Entity or of their respective successors or assigns in respect thereof. (b) For the avoidance of doubt, this Agreement is not a guarantee of the ultimate collection of any of the Receivables, and the Parent shall not be responsible for any inability to collect any Receivable or any claim under the Insurance Policy due to the insolvency, bankruptcy or lack of creditworthiness of the related Obligor thereunder or of any Credit Insurer thereunder, respectively.

Unconditional Undertaking. (a) The Parent Undertaking Parties, jointly and severally, hereby unconditionally and irrevocably undertakes undertake and agrees agree with and for the benefit of SPE each of the Purchasers and the Administrative other Owners, each of the Facility Agents and the Agent (for itself and for collectively the benefit of the Secured “Indemnified Parties”) to cause the due and punctual performance and observance by the Servicer (so long as any Affiliate of any of the Parent Undertaking Parties is the Servicer) and each other Originator of the Originators and each of their respective successors and assigns assigns, of such party’s covenants, agreements and obligations contained in (collectivelyi) the Receivables Purchase Agreement; (ii) the Receivables Sale Agreement and (iii) the other Transaction Documents (together, the “Synnex EntitiesObligations”) of all of the terms, covenants, conditions, agreements and undertakings on the part of such Synnex Entity to be performed or observed under the Sale Agreement or any document delivered by such Synnex Entity in connection with the Sale Agreement, the Funding Agreement undertake and the Related Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such Synnex Entity now or hereafter existing under the Sale Agreement whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the “Guaranteed Obligations”), and agrees agree to pay any and all reasonable and documented expenses (including reasonable and documented counsel fees and expenses of attorneys, auditors and accountantsexpenses) incurred by SPEthe Indemnified Parties, the Administrative Agent and their respective assigns or any of them, in enforcing any rights under this Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that the Servicer (so long as any Synnex Entity Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related Documentobserved, then the Parent will itself Undertaking Parties shall themselves duly and punctually perform or observe, or cause to be duly and punctually performed or and observed, such Guaranteed ObligationsObligation, and it shall not be a condition to the accrual of the obligation of the Parent Undertaking Parties hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, any Indemnified Party shall have first made any request of or demand upon or given any notice to the Servicer (whether or not any Affiliate of any of the Parent Undertaking Parties is the Servicer) or to any Synnex Entity of the Originators or any of their respective successors or assigns, or have instituted any action or proceeding against the Servicer (whether or not any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any Synnex Entity of the Originators or any of their respective successors or assigns in respect thereof. (b) For the avoidance of doubt, the Parent Undertaking Parties shall have no obligation to guaranty (and do not guaranty) any obligations of the Obligors under the Receivables or any obligation of the Seller under the Receivables Purchase Agreement.

Unconditional Undertaking. Parent Lyondell hereby unconditionally and irrevocably undertakes and agrees with and for the benefit ofeach of SPE the Agent, and the Administrative Agent Purchasers (for itself and for collectively, the benefit of the Secured Indemnified Parties) to cause the due and punctual performance and observance by the Servicer and each other Originator and their respective successors and assigns (collectively, so long as any Affiliate of Lyondell is the “Synnex Entities”Servicer) of all of the terms, covenants, conditionsagreements, agreements undertakings and undertakings other obligations on the part of such Synnex Entity the Servicer (so long as any Affiliate of Lyondell is the Servicer) to be performed or observed under each of the Sale Agreement or any document delivered by such Synnex Entity in connection with the Sale Receivables Purchase Agreement, the Funding Receivables Sale Agreement and the Related other Transaction Documents and any other documents delivered in connection therewith in accordance with the terms thereof, including including, without limitation, the punctual payment obligations to pay when due of all monetary obligations of such Synnex Entity now or hereafter existing the Servicer (so long as any Affiliate of Lyondell is the Servicer) under the Receivables Purchase Agreement, the Receivables Sale Agreement and the other Transaction Documents, whether for indemnification paymentsCollections received, deemed Collections, interest, indemnifications, fees, costs, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the “Guaranteed Obligations”), ) and undertakes and agrees to pay any and all reasonable and documented expenses (including reasonable and documented counsel fees and expenses of attorneys, auditors and accountantsout-of-pocket expenses) incurred by SPEthe Indemnified Parties, the Administrative Agent and their respective assigns or any of them, in enforcing any its rights under this Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that the Servicer (so long as any Synnex Entity Affiliate of Lyondell is the Servicer) shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related Documentobserved, then Parent will Lyondell shall itself duly and punctually perform or observe, or cause to be duly and punctually performed or and observed, such Guaranteed ObligationsObligation, and it shall not be a condition to the accrual of the obligation of Parent Lyondell hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, any Indemnified Party shall have first made any request of or demand upon or given any notice to Parent the Servicer (so long as any Affiliate of Lyondell is the Servicer) or to any Synnex Entity of the other Originators or any of their respective successors or assigns, or have instituted any action or proceeding against Parent the Servicer (whether or not any Affiliate of Lyondell is the Servicer) or any Synnex Entity of the other Originators or any of their respective successors or assigns in respect thereof.

Unconditional Undertaking. Parent (a) Each of the Performance Guarantors, hereby jointly and severally, unconditionally and irrevocably undertakes and agrees with and the Administrative Agent for the benefit of SPE and each Secured Party (collectively, the Administrative Agent “Indemnified Parties”): (for itself and for the benefit of the Secured Partiesi) to cause the due and punctual payment, performance and observance by the Servicer and each other Originator Xxxxxxxx Party other than RGHL and their respective successors BPH I (each, a “Guaranteed Party”, and assigns (collectively, the “Synnex EntitiesGuaranteed Parties”) of all of the each such Guaranteed Party’s terms, covenants, conditions, agreements agreements, undertakings and undertakings on obligations (individually, as Master Servicer, as a Subservicer, as a Seller, or in any other capacity) contained in (i) the part Purchase and Sale Agreement and (ii) each other Transaction Document, in each case to which such Guaranteed Party is a party, including, without limitation, any agreement or obligation of any such Synnex Entity Guaranteed Party to be performed pay any indemnity or observed make any payment in respect of any applicable dilution adjustment or repurchase obligation under the Purchase and Sale Agreement or any document delivered by such Synnex Entity in connection with the Sale Agreement, the Funding Agreement and the Related Documents in accordance with the terms thereof, including the punctual payment when due of Transaction Document (all obligations of such Synnex Entity now or hereafter existing under the Sale Agreement whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations on the part of any of the Guaranteed Parties, to be paid, performed or observed, and including without limitation, obligations that accrue after the commencement of any bankruptcy, insolvency or similar proceeding, in each case whether or not allowed as a claim in such proceeding, being collectively called the “Guaranteed Obligations”); provided that the “Guaranteed Obligations” shall expressly exclude any of the foregoing to the extent that the failure by the relevant Seller to perform or pay such obligations results from any Receivable not being collected from or paid by, and agrees or otherwise being uncollectible from, the relevant Obligor on account of the insolvency, bankruptcy, creditworthiness, or financial inability to pay of the applicable Obligor or the intentional non-payment of amounts due by the related Obligor in breach of its obligations in respect of such Receivable); and (ii) to pay promptly following receipt of a written demand (x) any and all reasonable and documented expenses (including reasonable and documented counsel fees and expenses of attorneys, auditors and accountantsexpenses) incurred by SPEthe Indemnified Parties, the Administrative Agent and their respective assigns or any of them, in enforcing any rights under this Agreement; provided Agreement and (y) interest on amounts recoverable under this Agreement from the time when such amounts become due until payment thereof, at a rate of interest (computed for the actual number of days elapsed based on a year of 365 or 366 days, as the case may be) equal to the Default Rate in effect from time to time. (b) The Performance Guarantors hereby jointly and severally agree that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that if any Synnex Entity Guaranteed Party shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related Documentobserved, then Parent will itself the Performance Guarantors jointly and severally shall themselves duly and punctually perform or observe, or cause to be duly and punctually performed or and observed, such Guaranteed ObligationsObligation, and it shall not be a condition to the accrual of the obligation of Parent any Performance Guarantor hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, any Indemnified Party shall have first made any request of or demand upon or given any notice to Parent any of the Guaranteed Parties or to any Synnex Entity or of their respective successors or assigns, or have instituted any action or proceeding against Parent any of the Guaranteed Parties or any Synnex Entity or of their respective successors or assigns in respect thereof. (c) For the avoidance of doubt, none of the Performance Guarantors shall have the obligation to guaranty (and does not guaranty) any obligations of the Obligors under the Receivables or any obligation of the Buyer under the Receivables Loan and Security Agreement. The exclusion of BPH I from the Guaranteed Parties is not intended to relieve BPH I from or otherwise affect any of BPH I’s own covenants, conditions, agreements, undertakings and obligations under any Transaction Document.

Unconditional Undertaking. The Parent hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE each of the Purchasers and the Administrative other Owners and the Agent (for itself and for collectively the benefit of the Secured "Indemnified Parties") to cause the due and punctual performance and observance by each of (a) the Seller and its successors and assigns, (b) Servicer (so long as any Affiliate of the Parent is the Servicer) and (c) each of the Originators and each other Originator and of their respective successors and assigns assigns, in each case of clauses (collectivelya), the “Synnex Entities”) (b), and (c), of all of the terms, covenants, conditionsagreements, agreements undertakings and undertakings other obligations on the part of such Synnex Entity the Seller, the Servicer (so long as any Affiliate of the Parent is the Servicer) or each of the Originators, as applicable, to be performed or observed under each of the Sale Agreement or any document delivered by such Synnex Entity in connection with the Sale Receivables Purchase Agreement, the Funding Contribution and Sale Agreement and the Related other Transaction Documents and the other documents delivered in connection therewith in accordance with the terms thereof, including including, without limitation, the punctual payment obligations to pay when due of all monetary obligations of such Synnex Entity each of the Seller, the Servicer (so long as any Affiliate of the Parent is the Servicer) and the Originators now or hereafter existing under the Receivables Purchase Agreement, the Contribution and Sale Agreement and the other Transaction Documents, whether for indemnification paymentsCollections received, deemed Collections, Yield, interest, indemnifications, fees, costs, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the “Guaranteed "Obligations”), ") and undertakes and agrees to pay any and all reasonable and documented expenses (including reasonable and documented counsel fees and expenses of attorneys, auditors and accountantsexpenses) incurred by SPEthe Indemnified Parties, the Administrative Agent and their respective assigns or any of them, in enforcing any rights under this Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that the Seller, the Servicer (so long as any Synnex Entity Affiliate of the Parent is the Servicer) or any of the Originators shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related Documentobserved, then the Parent will shall itself duly and punctually perform or observe, or cause to be duly and punctually performed or and observed, such Guaranteed ObligationsObligation, and it shall not be a condition to the accrual of the obligation of the Parent hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, any Indemnified Party shall have first made any request of or demand upon or given any notice to the Seller, the Servicer (whether or not any Affiliate of the Parent is the Servicer) or to any Synnex Entity of the Originators or any of their respective successors or assigns, or have instituted any action or proceeding against the Seller, the Servicer (whether or not any Affiliate of the Parent is the Servicer) or any Synnex Entity of the Originators or any of their respective successors or assigns in respect thereof.

Unconditional Undertaking. Parent Each Company hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE NMC Funding, the Investors, the Administrative Agents and the Administrative Agent (for itself and for the benefit of the Secured Parties) to cause the due and punctual performance and observance by each of the Servicer Parent Group Members with each of such Parent Group Member’s obligations under the Transaction Documents, including, without limitation: (i) by NMC and each other Originator and their respective its successors and assigns of all of the terms, covenants, conditions, agreements and undertakings on the part of NMC (collectivelywhether as seller, collection agent or otherwise) to be performed or observed by it under the “Synnex Entities”Receivables Agreement or any other document delivered in connection with the Receivables Agreement, (ii) by each Transferring Affiliate and its successors and assigns of all of the terms, covenants, conditions, agreements and undertakings on the part of such Synnex Entity Transferring Affiliate to be performed or and observed under the Sale Agreement or any document delivered Transferring Affiliate Letter, (iii) by such Synnex Entity in connection with BMA, and its successors and assigns of all of the Sale terms, covenants, conditions, agreements and undertakings on the part of BMA to be performed and observed under the BMA Transfer Agreement, and (iv) by each Designated Account Agent and its successors and assigns of all of the Funding Agreement terms, covenants, conditions, agreements and undertakings on the Related Documents part of such Designated Account Agent to be performed under the Account Agent Agreement, in each case under clauses (i), (ii), (iii) and (iv) above in accordance with the terms thereof, including the punctual payment when due including, without limitation, each indemnity and each other agreement of any Parent Group Member to pay or deposit any money under any Transaction Document (all obligations of such Synnex Entity now or hereafter existing under the Sale Agreement whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreementsagreements and undertakings on the part of the Parent Group Members to be performed or observed being, undertakings and other obligations being collectively, the “Guaranteed Obligations”), and agrees to pay any and all reasonable and documented expenses (including reasonable and documented fees and expenses of attorneys, auditors and accountants) incurred by SPE, the Administrative Agent and their respective assigns in enforcing any rights under this Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that any Synnex Entity Parent Group Member shall fail in any manner whatsoever to perform or observe any of its Guaranteed the Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related Transaction Document, then Parent each Company will itself (to the fullest extent permitted by law) duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Guaranteed ObligationsObligation, and it shall not be a condition to the accrual of the obligation of Parent any Company hereunder to perform or observe any Guaranteed Obligation (observe, or to cause the same to be performed performance or observed) observance of, any Obligation that SPE NMC Funding, any Investor, any Administrative Agent or the Administrative Agent, as applicable, Agent shall have first made any request of or demand upon or given any notice to Parent any Company or to any Synnex Entity Parent Group Member or their respective successors or assigns, or have instituted any action or proceeding against Parent any Company or any Synnex Entity Parent Group Member or their respective successors or assigns in respect thereof; provided that no Company shall be required to make any payment hereunder without ten days prior notice from NMC Funding, an Investor or the Agent.

Unconditional Undertaking. Parent Lyondell hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE each of the Agent and the Administrative Agent Purchasers (for itself and for collectively, the benefit of the Secured “Indemnified Parties”) to cause the due and punctual performance and observance by each of (a) the Servicer (so long as any Affiliate or Subsidiary of Lyondell is the Servicer) and (b) each of the other Originators and each other Originator and of their respective successors and assigns assigns, in each case of clauses (collectivelya) and (b), the “Synnex Entities”) of all of the terms, covenants, conditionsagreements, agreements undertakings and undertakings other obligations on the part of such Synnex Entity the Servicer (so long as any Affiliate or Subsidiary of Lyondell is the Servicer) or each of the other Originators, as applicable, to be performed or observed under each of the Sale Agreement or any document delivered by such Synnex Entity in connection with the Sale Receivables Purchase Agreement, the Funding Receivables Sale Agreement and the Related other Transaction Documents and any other documents delivered in connection therewith in accordance with the terms thereof, including including, without limitation, the punctual payment obligations to pay when due of all monetary obligations of such Synnex Entity each of the Servicer (so long as any Affiliate or Subsidiary of Lyondell is the Servicer) and the other Originators now or hereafter existing under the Receivables Purchase Agreement, the Receivables Sale Agreement and the other Transaction Documents, whether for indemnification paymentsCollections received, deemed Collections, interest, indemnification, fees, costs, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the “Guaranteed Obligations”), ) and undertakes and agrees to pay any and all reasonable and documented expenses (including reasonable and documented counsel fees and expenses of attorneys, auditors and accountantsout-of-pocket expenses) incurred by SPEthe Indemnified Parties, the Administrative Agent and their respective assigns or any of them, in enforcing any its rights under this Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that the Servicer (so long as any Synnex Entity Affiliate or Subsidiary of Lyondell is the Servicer) or any of the other Originators shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related Documentobserved, then Parent will Lyondell shall itself duly and punctually perform or observe, or cause to be duly and punctually performed or and observed, such Guaranteed ObligationsObligation, and it shall not be a condition to the accrual of the obligation of Parent Lyondell hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, any Indemnified Party shall have first made any request of or demand upon or given any notice to Parent the Servicer (so long as any Affiliate or to Subsidiary of Lyondell is the Servicer) or any Synnex Entity of the other Originators or any of their respective successors or assigns, or have instituted any action or proceeding against Parent the Servicer (whether or not any Affiliate or Subsidiary of Lyondell is the Servicer) or any Synnex Entity of the other Originators or any of their respective successors or assigns in respect thereof.

Unconditional Undertaking. Parent hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE and the Administrative Agent (for itself and for the benefit of the Secured Parties) to cause the due and punctual performance and observance by the Servicer and each other Originator and their respective successors and assigns (collectively, the “Synnex Entities”) of all of the terms, covenants, conditions, agreements and undertakings on the part of such Synnex Entity to be performed or observed under the Sale Agreement or any document delivered by such Synnex Entity in connection with the Sale Agreement, the Funding Agreement and the Related Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such Synnex Entity now or hereafter existing under the Sale Agreement whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable and documented expenses (including reasonable and documented fees and expenses of attorneys, auditors and accountants) incurred by SPE, the Administrative Agent and their respective assigns in enforcing any rights under this Agreement; provided that the foregoing unconditional 745039911 21696099 undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that any Synnex Entity shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related Document, then Parent will itself duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Guaranteed Obligations, and it shall not be a condition to the accrual of the obligation of Parent hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, shall have first made any request of or demand upon or given any notice to Parent or to any Synnex Entity or their respective successors or assigns, or have instituted any action or proceeding against Parent or any Synnex Entity or their respective successors or assigns in respect thereof.

Unconditional Undertaking. Parent hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE and the Administrative Agent (for itself and for the benefit of the Secured PartiesLenders and the Swing Line Lender) to cause the due and punctual performance and observance by the Servicer and each other Originator and their respective successors and assigns (collectively, the “Synnex Xxxxxx Entities”) of all of the terms, covenants, conditions, agreements and undertakings on the part of such Synnex Xxxxxx Entity to be performed or observed under the Sale Agreement or any document delivered by such Synnex Xxxxxx Entity in connection with the Sale Agreement, the Funding Agreement and the Related Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such Synnex Xxxxxx Entity now or hereafter existing under the Sale Agreement whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable and documented expenses (including reasonable and documented fees and expenses of attorneys, auditors and accountants) incurred by SPE, the Administrative Agent SPE and their respective its assigns in enforcing any rights under this Agreement; provided provided, that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that any Synnex Xxxxxx Entity shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related Document, then Parent will itself duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Guaranteed Obligations, and it shall not be a condition to the accrual of the obligation of Parent hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, shall have first made any request of or demand upon or given any notice to Parent or to any Synnex Xxxxxx Entity or their respective successors or assigns, or have instituted any action or proceeding against Parent or any Synnex Xxxxxx Entity or their respective successors or assigns in respect thereof.

Unconditional Undertaking. Parent AK Steel hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE AKS Receivables and the Administrative Agent (for itself and for the benefit of the Secured Parties) to cause the due and punctual performance and observance by the Servicer and each other Originator and their respective successors and assigns (collectively, the “Synnex AK Steel Entities”) of all of the terms, covenants, conditions, agreements and undertakings on the part of such Synnex AK Steel Entity to be performed or observed under the Sale Agreement or any document delivered by such Synnex AK Steel Entity in connection with the Sale Agreement, the Funding Agreement and the Related Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such Synnex AK Steel Entity now or hereafter existing under the Sale Agreement whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable and documented expenses (including reasonable and documented fees and expenses of attorneys, auditors and accountants) incurred by SPE, AKS Receivables or the Administrative Agent and their respective assigns in enforcing any rights under this Agreement; provided provided, that the foregoing unconditional undertaking of Parent AK Steel is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent AK Steel agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that any Synnex AK Steel Entity shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related Document, then Parent AK Steel will itself duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Guaranteed Obligations, and and, except to the extent required under the Sale Agreement it shall not be a condition to the accrual of the obligation of Parent AK Steel hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE AKS Receivables or the Administrative Agent, as applicable, shall have first made any request of or demand upon or given any notice to Parent AK Steel or to any Synnex AK Steel Entity or their respective successors or assigns, or have instituted any action or proceeding against Parent AK Steel or any Synnex AK Steel Entity or their respective successors or assigns in respect thereof.

Unconditional Undertaking. The Parent hereby --------------------------- unconditionally and irrevocably (a) undertakes and agrees with and for the benefit of SPE the Issuer and its successors and assigns (collectively the Administrative Agent (for itself and for the benefit of the Secured "Indemnified Parties) "), to cause the due and punctual performance and observance ------------------- by each of the Servicer Transferor, the Seller (in both its individual capacity and each other Originator in its separate capacity as Servicer) and their respective any of the Seller's successors and assigns acting as Servicer (collectivelyeach such person, the “Synnex Entities”an "Applicable Party") of all of ----------------- the terms, covenants, conditions, agreements and undertakings on the part of any such Synnex Entity Applicable Party, as applicable, to be performed or observed under any of the Sale Agreement or any document Transfer Agreements and the other Transaction Documents and the other documents delivered by such Synnex Entity in connection with the Sale Agreement, the Funding Agreement and the Related Documents therewith in accordance with the terms thereof, including including, without limitation, the punctual payment when due of all obligations of each such Synnex Entity Applicable Party now or hereafter existing under any of the Sale Agreement whether for indemnification paymentsTransfer Agreements and the Transaction Documents and the other documents delivered in connection therewith, including (without limitation) any Adjustments, deemed Collections, interest, obligations to pay Indemnified Losses, fees, costs, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the “Guaranteed "Obligations”), ") and (b) ----------- undertakes and agrees to pay any and all reasonable and documented expenses (including reasonable and documented counsel fees and expenses of attorneys, auditors and accountantsexpenses) incurred by SPEthe Indemnified Parties, the Administrative Agent and their respective assigns or any of them, in enforcing any rights under this Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that any Synnex Entity Applicable Party shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related Documentobserved, then the Parent will shall itself duly and punctually perform or observe, or cause to be duly and punctually performed or and observed, such Guaranteed ObligationsObligation, and it shall not be a condition to the accrual of the obligation of the Parent hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, any Indemnified Party shall have first made any request of or demand upon or given any notice to Parent or to any Synnex Entity or their respective successors or assignsApplicable Party, or have instituted any action or proceeding against Parent any such Applicable Party or any Synnex Entity or their respective its successors or assigns in respect thereof.. For purposes of clarity only, the Obligations which the Parent undertakes and agrees to cause the performance of hereunder are solely those Obligations of the Applicable Parties under the Transfer Agreements and the Transaction Documents and nothing herein shall impose on the Parent any obligation under clause (a) of this Section 1 in excess of or greater in scope than such Obligations of the Applicable Parties

Unconditional Undertaking. Parent The Guarantor hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE and the Administrative Agent (for itself and for the benefit of the Secured Parties) Parties to cause the due and punctual performance and observance by the Servicer HCFP Funding, Inc. and each other Originator and their respective its successors and assigns (collectively, the “Synnex Entities”"HCFP Funding") of all of the terms, covenants, conditions, agreements and ------------ undertakings on the part of such Synnex Entity HCFP Funding to be performed or observed under the Sale Agreement or any document delivered by such Synnex Entity in connection with the Sale Agreement, the Funding this Agreement and the Related Documents in accordance with the terms thereofany other Transaction Document, including the punctual payment when due of all obligations of such Synnex Entity HCFP Funding now or hereafter existing under the Sale this Agreement and any other Transaction Document, whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the “"Guaranteed Obligations”---------- Liabilities"), and agrees to pay any and all reasonable and documented expenses ----------- (including reasonable and documented counsel fees and expenses of attorneys, auditors and accountantsexpenses) incurred by SPE, the Administrative Agent and their respective assigns Secured Parties in enforcing any rights under this Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, Agreement and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreementany other Transaction Document. In the event that any Synnex Entity HCFP Funding shall fail in any manner whatsoever to perform or observe any of its the Guaranteed Obligations Liabilities when the same shall be required to be performed or observed under the Sale this Agreement or any such other Related Documentdocument, then Parent the Guarantor will itself duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Guaranteed ObligationsObligation, and it shall not be a condition to the accrual of the obligation of Parent the Guarantor hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE the Deal Agent or any of the Administrative Agent, as applicable, Secured Parties shall have first made any request of or demand upon or given any notice (except as otherwise required by this Agreement) to Parent the Guarantor or to any Synnex Entity HCFP Funding, or their respective successors or assigns, or have instituted any action or proceeding against Parent the Guarantor or any Synnex Entity HCFP Funding, or their respective successors or assigns in respect thereof.

Unconditional Undertaking. Parent (a) The Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees agrees: (i) with and the Administrative Agent for the benefit of SPE and each Secured Party (collectively the Administrative Agent (for itself and for the benefit of the Secured “Lender Indemnified Parties) ”), to cause the due and punctual payment, performance and observance by the Servicer and each other Originator and their respective successors and assigns BPH I (collectively, the “Synnex EntitiesGuaranteed Party”) of all of the Guaranteed Party’s terms, covenants, conditions, agreements agreements, undertakings and undertakings on obligations (individually, as NZ Manager, or in any other capacity) contained in (i) the part of such Synnex Entity to be performed or observed under Receivables Loan and Security Agreement, (ii) the Purchase and Sale Agreement and (iii) each other Transaction Document to which the Guaranteed Party is a party, including, without limitation, any agreement or obligation of the Guaranteed Party to pay any document delivered by indemnity obligation under any such Synnex Entity in connection with the Sale Agreement, the Funding Agreement and the Related Documents in accordance with the terms thereof, including the punctual payment when due of Transaction Document or to repay any Intramonth Loan (all obligations of such Synnex Entity now or hereafter existing under the Sale Agreement whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations on the part of the Guaranteed Party to be paid, performed or observed, and including without limitation, obligations that accrue after the commencement of any bankruptcy, insolvency or similar proceeding, in each case whether or not allowed as a claim in such proceeding, being collectively called the “Lender Guaranteed Obligations”); (ii) with the Trustee, to cause the due and punctual payment, performance and observance by the Guaranteed Party of the Guaranteed Party’s terms, covenants, conditions, agreements, undertakings and obligations contained in the Trust Deed and the Notice of Creation of Trust, including, without limitation, any agreement or obligation of the Guaranteed Party to pay any indemnity obligation thereunder (all such terms, covenants, conditions, agreements, undertakings and obligations on the part of the Guaranteed Party to be paid, performed or observed, and including without limitation, obligations that accrue after the commencement of any bankruptcy, insolvency or similar proceeding, in each case whether or not allowed as a claim in such proceeding, being collectively called the “Trustee Guaranteed Obligations” and, together with the Lender Guaranteed Obligations, the “Guaranteed Obligations”) (the Trustee and the Lender Indemnified Parties being collectively referred to herein as the “Indemnified Parties”); and (iii) with the Indemnified Parties, and agrees to pay promptly following receipt of a written demand (x) any and all reasonable and documented expenses (including reasonable and documented counsel fees and expenses of attorneys, auditors and accountantsexpenses) incurred by SPEthe Indemnified Parties, the Administrative Agent and their respective assigns or any of them, in enforcing any rights under this Agreement; provided that Agreement and (y) interest on amounts recoverable under this Agreement from the foregoing unconditional undertaking time when such amounts become due until payment thereof, at a rate of Parent is not intended tointerest (computed for the actual number of days elapsed based on a year of 365 or 366 days, and shall not, constitute a guarantee of as the collectibility or payment of case may be) equal to the Transferred Receivables. Parent Default Rate in effect from time to time. (b) The Performance Guarantor hereby agrees that each of its Subsidiaries that becomes an “Originator” under if the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that any Synnex Entity Guaranteed Party shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related Documentobserved, then Parent will the Performance Guarantor shall itself duly and punctually perform or observe, or cause to be duly and punctually performed or and observed, such Guaranteed ObligationsObligation, and it shall not be a condition to the accrual of the obligation of Parent the Performance Guarantor hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, any Indemnified Party shall have first made any request of or demand upon or given any notice to Parent the Guaranteed Party or to any Synnex Entity or their respective of its successors or assigns, or have instituted any action or proceeding against Parent the Guaranteed Party or any Synnex Entity or their respective of its successors or assigns in respect thereof. (c) For the avoidance of doubt, the Performance Guarantor shall not have the obligation to guaranty (and does not guaranty) any obligations of the Obligors under the Receivables or any obligation of the Buyer under the Receivables Loan and Security Agreement.

Unconditional Undertaking. The Parent hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE each of the Agent, the Issuing Banks, the Syndication Agent, the Purchasers and the Administrative Agent other Owners (for itself and for collectively, the benefit of the Secured “Indemnified Parties”) to cause the due and punctual performance and observance by each of (a) the Servicer (so long as any Affiliate of the Parent is the Servicer) and (b) each of the Originators and each other Originator and of their respective successors and assigns assigns, in each case of clauses (collectivelya) and (b), the “Synnex Entities”) of all of the terms, covenants, conditionsagreements, agreements undertakings and undertakings other obligations on the part of such Synnex Entity the Servicer (so long as any Affiliate of the Parent is the Servicer) or each of the Originators, as applicable, to be performed or observed under each of the Sale Agreement or any document delivered by such Synnex Entity in connection with the Sale Second Amended and Restated Receivables Purchase Agreement, the Funding Second Amended and Restated Receivables Sale Agreement and the Related other Transaction Documents and the other documents delivered in connection therewith (other than the Second Amended and Restated Letter of Credit Agreement) in accordance with the terms thereof, including including, without limitation, the punctual payment obligations to pay when due of all monetary obligations of such Synnex Entity each of the Servicer (so long as any Affiliate of the Parent is the Servicer) and the Originators now or hereafter existing under the Second Amended and Restated Receivables Purchase Agreement, the Second Amended and Restated Receivables Sale Agreement and the other Transaction Documents (other than the Second Amended and Restated Letter of Credit Agreement), whether for indemnification paymentsCollections received, deemed Collections, Yield, interest, indemnifications, fees, costs, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the “Guaranteed Obligations”), ) and undertakes and agrees to pay any and all reasonable and documented expenses (including reasonable and documented counsel fees and expenses of attorneys, auditors and accountantsexpenses) incurred by SPEthe Indemnified Parties, the Administrative Agent and their respective assigns or any of them, in enforcing any rights under this Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that the Servicer (so long as any Synnex Entity Affiliate of the Parent is the Servicer) or any of the Originators shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related Documentobserved, then the Parent will shall itself duly and punctually perform or observe, or cause to be duly and punctually performed or and observed, such Guaranteed ObligationsObligation, and it shall not be a condition to the accrual of the obligation of the Parent hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, any Indemnified Party shall have first made any request of or demand upon or given any notice to the Servicer (whether or not any Affiliate of the Parent is the Servicer) or to any Synnex Entity of the Originators or any of their respective successors or assigns, or have instituted any action or proceeding against the Servicer (whether or not any Affiliate of the Parent is the Servicer) or any Synnex Entity of the Originators or any of their respective successors or assigns in respect thereof.

Unconditional Undertaking. (a) The Parent Guarantor hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE the Borrower and the Administrative Agent to: (for itself and for the benefit of the Secured Partiesi) to cause the due and punctual performance and observance by the Servicer and each other Originator and their respective successors and assigns (collectively, the “Synnex Entities”) Affiliated Entity of all of the terms, covenants, conditions, agreements and undertakings on the part of such Synnex Entity to be performed or observed under the Sale Agreement or any document delivered by such Synnex Entity in connection with the Sale Agreement, the Funding Agreement and the Related Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such Synnex Entity now or hereafter existing under the Sale Agreement whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings undertakings, indemnities, and other obligations being to be performed or observed by such Affiliated Entity under each Affiliate Transaction Document to which it is a party, (ii) upon the receipt of notice by the Administrative Agent, pay outstanding indemnification Obligations resulting from any breach of representations and certifications contained in any Borrowing Base Certificate, (iii) pay any unpaid, outstanding Obligations; provided that the aggregate Guaranteed Obligations (defined below) under this Section 1(a)(iii) shall not exceed $9,520,000 (the “Obligations Guarantee Cap”), and (iv) pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Borrower or the Administrative Agent in enforcing their respective rights under any applicable Affiliate Transaction Document and/or this Guaranty (in each case the “Guaranteed Obligations”), and agrees to pay . (b) If any and all reasonable and documented expenses (including reasonable and documented fees and expenses of attorneys, auditors and accountants) incurred by SPE, the Administrative Agent and their respective assigns in enforcing any rights under this Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that any Synnex Affiliated Entity shall fail fails in any manner whatsoever to perform or observe any of its the Guaranteed Obligations applicable to it when the same shall be required to be performed or observed under the Sale Agreement or any such other Related applicable Transaction Document, then after giving effect to any applicable grace or cure period thereunder, the Parent Guarantor will itself itself, within three (3) Business Days of the earlier of (i) the Parent Guarantor’s knowledge of such failure or (ii) demand from the Administrative Agent, duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Guaranteed Obligations, and it shall not be a condition to the accrual of the obligation of the Parent Guarantor hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE the Borrower or the Administrative Agent, as applicable, Agent shall have first made any request of or demand upon or given any notice to the Parent Guarantor, any Affiliated Entity, any other Obligor or to any Synnex Entity or of their respective successors or assigns, or have instituted any action or proceeding against the Parent Guarantor, any Affiliated Entity, any other Obligor or any Synnex Entity or of their respective successors or assigns in respect thereof. (c) Upon the requirement to pay any amount in accordance with Section 1(a), the Borrower and the Administrative Agent hereby direct and the Parent Guarantor hereby agrees to pay all such amounts, if any, by remitting all such amounts in immediately available funds to the Paying Agent for deposit into the Proceeds Account.

Unconditional Undertaking. (a) The Parent Guarantor hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE the Borrower and the Administrative Agent to: (for itself and for the benefit of the Secured Partiesi) to cause the due and punctual performance and observance by the Servicer Sunnova Management and each other Originator and their respective its successors and assigns (collectively, the “Synnex Entities”) of all of the terms, covenants, conditions, agreements and undertakings on the part of such Synnex Entity to be performed or observed under the Sale Agreement or any document delivered by such Synnex Entity in connection with the Sale Agreement, the Funding Agreement and the Related Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such Synnex Entity now or hereafter existing under the Sale Agreement whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being to be performed or observed by Sunnova Management under the Facility Administration Agreement in accordance with the respective terms thereof (collectively, the “Guaranteed Facility Administrator Obligations”), (ii) cause the due and punctual performance and observance by SAP Seller and Resources and their respective successors and assigns of all obligations of SAP Seller and TEP Resources in the Sale and Contribution Agreement to pay Liquidated Damages Amounts to the Borrower (collectively, the “Liquidated Damages Obligations” and agrees together with the Facility Administrator Obligations, the “Obligations”), (iii) upon the receipt of notice by the Borrower or the Administrative Agent of the existence of a Defective Solar Asset that was either (x) sold to a Financing Fund after the Transfer Date for such Financing Fund or (y) is a Hedged SREC Solar Asset, within sixty (60) days of such notice, cure in all material respects the circumstance or condition which has caused such Solar Asset to become a Defective Solar Asset or pay the Liquidated Damages Amount in respect of such Defective Solar Asset, and (iv) pay any and all reasonable and documented expenses (including reasonable and documented counsel fees and expenses of attorneys, auditors and accountantsexpenses) incurred by SPE, the Borrower or the Administrative Agent and in enforcing their respective assigns in enforcing any rights against Sunnova Management under the Facility Administration Agreement and this Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, Guaranty and shall not, constitute a guarantee of the collectibility against SAP Seller or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” TEP Resources under the Sale and Contribution Agreement shall be deemed to be an “Originator” for purposes of and this Agreement. In the event that any Synnex Entity shall fail Guaranty. (b) If Sunnova Management, SAP Seller or TEP Resources fails in any manner whatsoever to perform or observe any of its Guaranteed the Obligations applicable to it when the same shall be required to be performed or observed under the Sale Facility Administration Agreement or the Sale and Contribution Agreement, as applicable, after giving effect to any applicable grace or cure period thereunder, the Parent Guarantor will itself, within three Business Days of the earlier of (i) the Parent Guarantor’s knowledge of such other Related Documentfailure or (ii) demand from the Administrative Agent, then Parent will itself duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Guaranteed Obligations, and it shall not be a condition to the accrual of the obligation of the Parent Guarantor hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE the Borrower or the Administrative Agent, as applicable, Agent shall have first made any request of or demand upon or given any notice to the Parent Guarantor, Sunnova Management, SAP Seller or to any Synnex Entity TEP Resources, as applicable, or their respective successors or assigns, or have instituted any action or proceeding against the Parent Guarantor, Sunnova Management, SAP Seller or any Synnex Entity TEP Resources, as applicable, or their respective successors or assigns in respect thereof. (c) Upon the requirement to pay Liquidated Damages Amounts, if any, in accordance with Section 1(a)(ii) and (iii), the Borrower and the Administrative Agent hereby direct and the Parent hereby agrees to pay all such Liquidated Damages Amounts, if any, by remitting all such amounts in immediately available funds to the Paying Agent for deposit into the Collection Account. (d) Each of the parties hereto acknowledges and agrees that, upon the satisfaction of the conditions in Section 3.4 of the Credit Agreement, this Guaranty amends, restates and in all respects replaces the Original Guaranty. Each of the parties hereto acknowledges and agrees that any reference to the “Guaranty” in the other Transaction Documents shall mean and be references to the Original Guaranty as amended and restated by this Guaranty. All liabilities and obligations of the Parent Guarantor outstanding under the Original Guaranty shall, to the extent not paid on or prior to the closing and effectiveness of this Guaranty as an amended and restated Guaranty on the date hereof, be extended and renewed so as to continue and be Obligations outstanding hereunder. The Original Guaranty as in effect prior to the date hereof shall exclusively govern all acts, representations, qualifications to representations and other rights and duties of Parent Guarantor hereunder and thereunder during the period of time on and after the date of execution of the Original Guaranty and prior to the date hereof. For the avoidance of doubt, the Parent Guarantor shall remain obligated for all liabilities it may have under the Original Guaranty that accrued prior to the effective date of this Guaranty with respect to Financing Fund Seller’s Liquidated Damages Obligations under the Sale and Contribution Agreement, dated as of September 6, 2019, by Financing Fund Seller, TEP Resources, and Borrower which Parent Guarantor undertook pursuant to the Original Guaranty.

Unconditional Undertaking. (a) The Parent Guarantor hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE the Borrower and the Administrative Agent to: (for itself and for the benefit of the Secured Partiesi) to cause the due and punctual performance and observance by the Servicer and each other Originator and their respective successors and assigns (collectively, the “Synnex Entities”) Affiliated Entity of all of the terms, covenants, conditions, agreements and undertakings on the part of such Synnex Entity to be performed or observed under the Sale Agreement or any document delivered by such Synnex Entity in connection with the Sale Agreement, the Funding Agreement and the Related Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such Synnex Entity now or hereafter existing under the Sale Agreement whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings undertakings, indemnities, and other obligations being to be performed or observed by such Affiliated Entity under each Affiliate Transaction Document to which it is a party, (ii) upon the receipt of notice by the Administrative Agent, pay outstanding indemnification Obligations resulting from any breach of representations and certifications contained in any Borrowing Base Certificate, (iii) pay any unpaid, outstanding Obligations; provided that the aggregate Guaranteed Obligations (defined below) under this Section 1(a)(iii) shall not exceed $9,520,000 (the “Obligations Guarantee Cap”), and (iv) pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Borrower or the Administrative Agent in enforcing their respective rights under any applicable Affiliate Transaction Document and/or this Guaranty (in each case the “Guaranteed Obligations”), and agrees to pay . (a) If any and all reasonable and documented expenses (including reasonable and documented fees and expenses of attorneys, auditors and accountants) incurred by SPE, the Administrative Agent and their respective assigns in enforcing any rights under this Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that any Synnex Affiliated Entity shall fail fails in any manner whatsoever to perform or observe any of its the Guaranteed Obligations applicable to it when the same shall be required to be performed or observed under the Sale Agreement or any such other Related applicable Transaction Document, then after giving effect to any applicable grace or cure period thereunder, the Parent Guarantor will itself itself, within three (3) Business Days of the earlier of (i) the Parent Guarantor’s knowledge of such failure or (ii) demand from the Administrative Agent, duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Guaranteed Obligations, and it shall not be a condition to the accrual of the obligation of the Parent Guarantor hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE the Borrower or the Administrative Agent, as applicable, Agent shall have first made any request of or demand upon or given any notice to the Parent Guarantor, any Affiliated Entity, any other Obligor or to any Synnex Entity or of their respective successors or assigns, or have instituted any action or proceeding against the Parent Guarantor, any Affiliated Entity, any other Obligor or any Synnex Entity or of their respective successors or assigns in respect thereof. (b) Upon the requirement to pay any amount in accordance with Section 1(a), the Borrower and the Administrative Agent hereby direct and the Parent Guarantor hereby agrees to pay all such amounts, if any, by remitting all such amounts in immediately available funds to the Paying Agent for deposit into the Proceeds Account.

Unconditional Undertaking. Parent Each Originator and the Servicer each hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE and the Administrative Agent (for itself and for the benefit of the Secured Parties) Trustee to cause the due and punctual performance and observance by the Servicer and each other Originator parties hereto, and their respective successors and assigns (collectivelyassigns, the “Synnex Entities”) of all of the terms, covenants, conditions, agreements and undertakings on the part of each such Synnex Entity party to be performed or observed by it under the Sale Agreement or any document delivered by such Synnex Entity in connection with the Sale Agreement, the Funding Agreement and the Related Transaction Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such Synnex Entity now or hereafter existing under the Sale Agreement Transaction Documents, whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreementsagreement, undertakings and other obligations under the Transaction Documents being the “Guaranteed Obligations”"Undertakings"), . Each Originator and the Servicer agrees to pay any and all reasonable and documented expenses (including reasonable and documented counsel fees and expenses of attorneys, auditors and accountantsexpenses) incurred by SPE, the Administrative Agent and their respective assigns Trustee in enforcing any rights under this Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that any Synnex Entity Originator or the Servicer shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations the Undertakings when the same shall be required to be performed or observed under the Sale Agreement Transaction Documents then any other Originator or any such other Related Documentthe Servicer, then Parent as applicable, will itself duly and punctually perform or observe, or cause to be duly and punctually performed or and observed, such Guaranteed ObligationsUndertaking, and it shall not be a condition to the accrual of the obligation of Parent any Originator or the Servicer, as applicable, hereunder to perform or observe any Guaranteed Obligation Undertaking (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, Trustee shall have first made any request of or demand upon or given any notice to Parent any Originator or to any Synnex Entity the Servicer, as applicable, or their respective successors or assigns, or have instituted any action or proceeding proceedings against Parent any Originator or any Synnex Entity the Servicer, as applicable, or their respective successors or assigns in respect thereof; provided, however, that nothing contained herein shall affect any requirement set forth in any Transaction Document that notice be given or time elapse prior to the occurrence of a Termination Event or a Trust Early Amortization Event.

Unconditional Undertaking. Parent hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE and the Administrative Agent (for itself and for the benefit of the Secured Parties) to cause the due and punctual performance and observance by the Servicer and each other Originator and their respective successors and assigns (collectively, the “Synnex Entities”) of all of the terms, covenants, conditions, agreements and undertakings on the part of such Synnex Entity to be performed or observed under the Sale Agreement or any document delivered by such Synnex Entity in connection with the Sale Agreement, the Funding Agreement and the Related Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such Synnex Entity now or hereafter existing under the Sale Agreement whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable and documented expenses (including reasonable and documented fees and expenses of attorneys, auditors and accountants) incurred by SPE, the Administrative Agent and their respective assigns in enforcing any rights under this 727160102 10435078 Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that any Synnex Entity shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related Document, then Parent will itself duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Guaranteed Obligations, and it shall not be a condition to the accrual of the obligation of Parent hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, shall have first made any request of or demand upon or given any notice to Parent or to any Synnex Entity or their respective successors or assigns, or have instituted any action or proceeding against Parent or any Synnex Entity or their respective successors or assigns in respect thereof.

Unconditional Undertaking. (a) The Parent hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE United Receivables I, the Seller and the Administrative Agent (for itself and for the benefit Agent, on behalf of the Secured Parties) , to cause the due and punctual performance and observance by (i) each of the Servicer Originators of all of the terms, covenants, conditions, agreements and undertakings on the part of each other such Originator and their respective successors and assigns to be performed or observed under the Purchase Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of each of the Originators now or hereafter existing under the Purchase Agreement, whether for deemed collections, indemnification payments, fees, expenses or similar obligations (collectivelyall of the foregoing being, the “Synnex EntitiesOriginator Obligations”), and (ii) the Collection Agent, so long as it is an Affiliate of the Parent (other than SPV I or SPV II) (an “Affiliate Collection Agent”), of all of the terms, covenants, conditions, agreements and undertakings on the part of such Synnex Entity Affiliate Collection Agent to be performed or observed under the Sale Receivables Agreement or any document delivered by such Synnex Entity in connection with the Sale Agreement, the Funding Agreement and the Related Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such Synnex Entity each Affiliate Collection Agent now or hereafter existing under the Sale Agreement Receivables Agreement, whether for indemnification payments, fees, expenses or otherwise similar obligations (such termsall of the foregoing, covenants, conditions, agreements, undertakings and other obligations being the “Guaranteed Affiliate Collection Agent Obligations”), and together with the Originator Obligations, the “Obligations”) and agrees to pay any and all reasonable and documented expenses (including reasonable and documented counsel fees and expenses of attorneys, auditors and accountantsexpenses) incurred by SPEUnited Receivables I, the Administrative Seller, the Agent and their respective assigns the Secured Parties in enforcing any rights under this Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. . (b) In the event that any Synnex Entity the Originators shall fail in any manner whatsoever to perform or observe any of its Guaranteed the Originator Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related DocumentPurchase Agreement, then the Parent will itself duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Guaranteed Originator Obligations, and it shall not be a condition to the accrual of the obligation of the Parent hereunder to perform or observe any Guaranteed Originator Obligation (or to cause the same to be performed or observed) that SPE United Receivables I, the Seller, the Agent or the Administrative Agent, as applicable, any Secured Party shall have first made any request of or demand upon or given any notice to the Parent or to any Synnex Entity the Originators or their respective successors or assigns, or have instituted any action or proceeding against the Parent or any Synnex Entity the Originators or their respective successors or assigns in respect thereof. (c) In the event that an Affiliate Collection Agent shall fail in any manner whatsoever to perform or observe any of the Affiliate Collection Agent Obligations when the same shall be required to be performed or observed under the Receivables Agreement, then the Parent will duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Affiliate Collection Agent Obligations, and it shall not be a condition to the accrual of the obligation of the Parent hereunder to perform or observe any Affiliate Collection Agent Obligation (or to cause the same to be performed or observed) that United Receivables I, the Seller, the Agent or any Secured Party shall have first made any request of or demand upon or given any notice to the Parent or to the Affiliate Collection Agent or their respective successors or assigns, or have instituted any action or proceeding against the Parent or the Affiliate Collection Agent or their respective successors or assigns in respect thereof.

Unconditional Undertaking. (a) The Parent hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE the Agent (and the Administrative Agent (parties for itself and for the benefit of the Secured Partieswhom it acts as agent) to cause the due and punctual performance and observance by the Servicer and each other Originator and their respective successors and assigns (collectively, the “Synnex Entities”) Seller of all of the terms, covenants, conditions, agreements and undertakings on the part of such Synnex Entity the Seller to be performed or observed under the Sale Receivables Agreement or any document delivered by such Synnex Entity in connection with the Sale Agreement, the Funding Agreement and the Related Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such Synnex Entity the Seller now or hereafter existing under the Sale Agreement Receivables Agreement, whether for deemed collections, indemnification payments, fees, expenses or otherwise similar obligations (such terms, covenants, conditions, agreements, undertakings and other obligations all of the foregoing being the “Guaranteed Obligations”), and agrees to pay any and all reasonable and documented expenses (including reasonable and documented counsel fees and expenses of attorneys, auditors and accountantsexpenses) incurred by SPE, the Administrative Agent (and their respective assigns the parties for whom it acts as agent) in enforcing any rights under this Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. . (b) In the event that any Synnex Entity the Seller shall fail in any manner whatsoever to perform or observe any of its Guaranteed the Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related DocumentReceivables Agreement, then the Parent will itself duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Guaranteed Obligations, and it shall not be a condition to the accrual of the obligation of the Parent hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, Agent shall have first made any request of or demand upon or given any notice to the Parent or to any Synnex Entity the Seller or their respective successors or assigns, or have instituted any action or proceeding against the Parent or any Synnex Entity the Seller or their respective successors or assigns in respect thereof.

Unconditional Undertaking. The Parent hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE each of the Purchasers, the Banks and the other Members, the other Owners, the Managing Agents, the Group Managing Agents, the Participants and the Administrative Agent (for itself and for collectively the benefit of the Secured Parties"INDEMNIFIED PARTIES") to cause the due and punctual performance and observance by each of (a) the Seller and its successors and assigns, (b) the Servicer (so long as any Affiliate of the Parent is the Servicer) and (c) each of the Originators and each other Originator and of their respective successors and assigns assigns, in each case of clauses (collectivelya), the “Synnex Entities”(b) and (c) of all of the terms, covenants, conditionsagreements, agreements undertakings and undertakings other obligations on the part of such Synnex Entity the Seller, the Servicer (so long as any Affiliate of the Parent is the Servicer) or each of the Originators, as applicable, to be performed or observed under each of the Sale Agreement or any document delivered by such Synnex Entity in connection with the Sale AgreementAmended and Restated Receivables Agreements, the Funding Contribution and Sale Agreement and the Related other Transaction Documents and the other documents delivered in connection therewith in accordance with the terms thereof, including including, without limitation, the punctual payment obligations to pay when due of all monetary obligations of such Synnex Entity each of the Seller, the Servicer (so long as any Affiliate of the Parent is the Servicer) and the Originators now or hereafter existing under the Amended and Restated Receivables Agreements, the Contribution and Sale Agreement and the other Transaction Documents, whether for indemnification paymentsCollections received, deemed Collections, Yield, interest, indemnifications, fees, costs, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the “Guaranteed Obligations”), "OBLIGATIONS") and undertakes and agrees to pay any and all reasonable and documented expenses (including reasonable and documented counsel fees and expenses of attorneys, auditors and accountantsexpenses) incurred by SPEthe Indemnified Parties, the Administrative Agent and their respective assigns or any of them, in enforcing any rights under this Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that the Seller, the Servicer (so long as any Synnex Entity Affiliate of the Parent is the Servicer) or any of the Originators shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related Documentobserved, then the Parent will shall itself duly and punctually perform or observe, or cause to be duly and punctually performed or and observed, such Guaranteed ObligationsObligation, and it shall not be a condition to the accrual of the obligation of the Parent hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, any Indemnified Party shall have first made any request of or demand upon or given any notice to the Seller, the Servicer (whether or not any Affiliate of the Parent is the Servicer) or to any Synnex Entity of the Originators or any of their respective successors or assigns, or have instituted any action or proceeding against the Seller, the Servicer (whether or not any Affiliate of the Parent is the Servicer) or any Synnex Entity of the Originators or any of their respective successors or assigns in respect thereof.