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 Lenders) to cause the due and punctual performance and observance by each Sub-Servicer and each Seller and their respective successors and assigns (each, a “SunGard Entity” and, collectively, the “SunGard Entities”) of all of the terms, covenants, conditions, agreements and undertakings on the part of such SunGard Entity 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 and the Transaction Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such 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, 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 “Seller” under the Sale Agreement shall be deemed to be an “Seller” 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 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 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 SunGard Entity or their respective successors or assigns, or have instituted any action or proceeding against Parent or any SunGard Entity or their respective successors or assigns in respect thereof.

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 Lenders“Indemnified Parties”) to cause the due and punctual performance and observance by each Sub-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 Seller and of their respective successors and assigns assigns, in each case of clauses (eacha), a “SunGard Entity” and(b), collectivelyand (c), the “SunGard Entities”) of all of the terms, covenants, conditionsagreements, agreements undertakings and undertakings other obligations on the part of such SunGard 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 SunGard Entity in connection with the Sale Receivables Purchase Agreement, the Credit Agreement, any Sub-Servicing Agreement Contribution and Sale Agreements and the 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 SunGard 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 any of the Sale Agreement, any document delivered by such SunGard Entity in connection with the Sale Receivables Purchase Agreement, the Credit Agreement, any Sub-Servicing Agreement Contribution and Sale 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”); provided) and undertake and agree to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Indemnified Parties, that the foregoing unconditional undertaking or any of Parent is not intended tothem, 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 “Seller” in enforcing any rights under the Sale Agreement shall be deemed to be an “Seller” 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 the Seller, the Servicer (so long as any SunGard 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 document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement or any other Transaction 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 SunGard 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 SunGard Entity of the Originators or any of 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 Lenders) to cause the due and punctual performance and observance by each Sub-Servicer the Collection Agent and each Seller and their respective its successors and assigns (each, provided that such successor or assign is a “SunGard Entity” and, collectively, the “SunGard Entities”subsidiary of CHS) of all of the terms, covenants, conditions, agreements agreements, duties and undertakings obligations on the part of such SunGard 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 SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Contribution Agreement and or the Transaction Documents Loan Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of such SunGard Entity the Collection Agent 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 Contribution Agreement or the Loan Agreement, any Sub-Servicing Agreement and the Transaction Documents, 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”); provided, that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of agrees to pay any and all expenses (including outside counsel fees and expenses) incurred by the collectibility Administrative Agent or payment of the Transferred Receivables. Parent agrees that (i) each of its Subsidiaries that becomes an “Seller” Lenders in enforcing any rights under the Sale Agreement shall be deemed to be an “Seller” 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 SunGard 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 document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement or any other Transaction 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 SunGard 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 SunGard 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 Lenders“Indemnified Parties”) to cause the due and punctual performance and observance by each Sub-of (a) the Servicer (so long as any Affiliate of Equistar is the Servicer) and (b) each Seller of the other Originators, if any, in each case of clauses (a) and their respective successors and assigns (eachb), a “SunGard Entity” and, collectively, the “SunGard Entities”) of all of the terms, covenants, conditionsagreements, agreements undertakings and undertakings other obligations on the part of such SunGard 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 SunGard Entity in connection with the Sale Receivables Purchase Agreement, the Credit Agreement, any Sub-Servicing Receivables Sale Agreement and the 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 SunGard Entity each of the Servicer (so long as any Affiliate of Equistar is the Servicer) and the other Originators now or hereafter existing under any of the Sale Agreement, any document delivered by such SunGard Entity in connection with the Sale Receivables Purchase Agreement, the Credit Agreement, any Sub-Servicing 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”); provided) and undertakes and agrees to pay any and all expenses (including reasonable counsel fees and out-of-pocket expenses) incurred by the Indemnified Parties, that the foregoing unconditional undertaking or any of Parent is not intended tothem, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that (i) each of in enforcing its Subsidiaries that becomes an “Seller” rights under the Sale Agreement shall be deemed to be an “Seller” 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 the Servicer (so long as any SunGard 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 document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement or any other Transaction 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 SunGard 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 SunGard Entity of the other 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 Lenders) to cause the due and punctual performance and observance by each Sub-Originator and the Servicer and each Seller and their respective successors and assigns (each, a “SunGard Entity” and, collectively, the “SunGard "Superior Entities”") of all of the terms, covenants, conditions, agreements and undertakings on the part of such SunGard Superior Entity to be performed or observed under the Sale Agreement or the Funding Agreement, as applicable, or any document delivered by such SunGard Superior Entity in connection with the Sale Agreement or the Funding Agreement, the Credit Agreementas applicable, any Sub-Servicing Agreement and the Transaction Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such SunGard Superior Entity now or hereafter existing under any of the Sale Agreement or the Funding Agreement, any document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement and the Transaction Documentsas 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 Funding or the Administrative Agent in enforcing any rights under this Agreement; 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 (i) each of its Subsidiaries that becomes an “Seller” "Originator" under the Sale Agreement shall be deemed to be an “Seller” 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 "Originator" for purposes of this Agreement. In the event that any SunGard 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 any document delivered by such SunGard Entity in connection with the Sale Funding Agreement, the Credit Agreementas applicable, any Sub-Servicing Agreement or any such other Transaction 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 SunGard Superior Entity or their respective successors or assigns, or have instituted any action or proceeding against Parent Superior or any SunGard Superior 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 LendersSecured Parties) to cause the due and punctual performance and observance by each Sub-the Servicer and each Seller other Originator and their respective successors and assigns (each, a “SunGard Entity” and, collectively, the “SunGard Synnex Entities”) of all of the terms, covenants, conditions, agreements and undertakings on the part of such SunGard Synnex Entity to be performed or observed under the Sale Agreement or any document delivered by such SunGard Synnex Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Funding Agreement and the Transaction Related Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such SunGard Synnex 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”), 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 Receivables Sale and Servicing Agreement Confidential Treatment Requested 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 (i) each of its Subsidiaries that becomes an “SellerOriginator” under the Sale Agreement shall be deemed to be an “SellerOriginator” 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 SunGard 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 document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement or any other Transaction 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 SunGard Synnex Entity or their respective successors or assigns, or have instituted any action or proceeding against Parent or any SunGard 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 LendersSecured Parties) to cause the due and punctual performance and observance by each Sub-the Servicer and each Seller other Originator and their respective successors and assigns (each, a “SunGard Entity” and, collectively, the “SunGard Synnex Entities”) of all of the terms, covenants, conditions, agreements and undertakings on the part of such SunGard Synnex Entity to be performed or observed under the Sale Agreement or any document delivered by such SunGard Synnex Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Funding Agreement and the Transaction Related Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such SunGard Synnex 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”), 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 Receivables Sale and Servicing Agreement 727160102 10435078 CONFIDENTIAL TREATMENT REQUESTED 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 (i) each of its Subsidiaries that becomes an “SellerOriginator” under the Sale Agreement shall be deemed to be an “SellerOriginator” 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 SunGard 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 document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement or any other Transaction 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 SunGard Synnex Entity or their respective successors or assigns, or have instituted any action or proceeding against Parent or any SunGard Synnex Entity or their respective successors or assigns in respect thereof.

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 LendersIndemnified Parties) to cause the due and punctual performance and observance by each Sub-the Servicer and each Seller and their respective successors and assigns (each, a “SunGard Entity” and, collectively, so long as any Affiliate of Lyondell is the “SunGard Entities”Servicer) of all of the terms, covenants, conditionsagreements, agreements undertakings and undertakings other obligations on the part of such SunGard 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 SunGard Entity in connection with the Sale Receivables Purchase Agreement, the Credit Agreement, any Sub-Servicing Receivables Sale Agreement and the 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 SunGard Entity now or hereafter existing the Servicer (so long as any Affiliate of Lyondell is the Servicer) under any of the Sale Agreement, any document delivered by such SunGard Entity in connection with the Sale Receivables Purchase Agreement, the Credit Agreement, any Sub-Servicing 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”); provided) and undertakes and agrees to pay any and all expenses (including reasonable counsel fees and out-of-pocket expenses) incurred by the Indemnified Parties, that the foregoing unconditional undertaking or any of Parent is not intended tothem, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that (i) each of in enforcing its Subsidiaries that becomes an “Seller” rights under the Sale Agreement shall be deemed to be an “Seller” 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 the Servicer (so long as any SunGard 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 document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement or any other Transaction 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 SunGard 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 SunGard 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 LendersSecured Parties) to cause the due and punctual performance and observance by each Sub-the Servicer and each Seller other Originator and their respective successors and assigns (each, a “SunGard Entity” and, collectively, the “SunGard Synnex Entities”) of all of the terms, covenants, conditions, agreements and undertakings on the part of such SunGard Synnex Entity to be performed or observed under the Sale Agreement or any document delivered by such SunGard Synnex Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Funding Agreement and the Transaction Related Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such SunGard Synnex 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”), 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, 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 Receivables Sale and Servicing Agreement becomes an “SellerOriginator” under the Sale Agreement shall be deemed to be an “SellerOriginator” 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 SunGard 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 document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement or any other Transaction 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 SunGard Synnex Entity or their respective successors or assigns, or have instituted any action or proceeding against Parent or any SunGard Synnex 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 Lenders) to cause the due and punctual performance and observance by each Sub-Servicer and each Seller other Originator and their respective successors and assigns (each, a “SunGard Entity” and, collectively, the “SunGard AK Steel Entities”) of all of the terms, covenants, conditions, agreements and undertakings on the part of such SunGard AK Steel Entity to be performed or observed under the Sale Agreement or any document delivered by such SunGard AK Steel Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement and the Transaction Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such SunGard AK Steel 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”), 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 AKS Receivables or the Administrative Agent in enforcing any rights under this Agreement; 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 (i) each of its Subsidiaries that becomes an “SellerOriginator” under the Sale Agreement shall be deemed to be an “SellerOriginator” 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 SunGard 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 document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement or any other Transaction 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 SunGard AK Steel Entity or their respective successors or assigns, or have instituted any action or proceeding against Parent AK Steel or any SunGard AK Steel 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 LendersSecured Parties) to cause the due and punctual performance and observance by each Sub-the Servicer and each Seller other Originator and their respective successors and assigns (each, a “SunGard Entity” and, collectively, the “SunGard Synnex Entities”) of all of the terms, covenants, conditions, agreements and undertakings on the part of such SunGard Synnex Entity to be performed or observed under the Sale Agreement or any document delivered by such SunGard Synnex Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Funding Agreement and the Transaction Related Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such SunGard Synnex 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”), 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, 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 “SellerOriginator” under the Sale Agreement shall be deemed to be an “SellerOriginator” 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 SunGard 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 document delivered by such SunGard Entity in connection with the other Related Receivables Sale Agreement, the Credit Agreement, any Sub-and Servicing Agreement or any other 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 SunGard Synnex Entity or their respective successors or assigns, or have instituted any action or proceeding against Parent or any SunGard Synnex Entity or their respective successors or assigns in respect thereof.

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 Lenders“Indemnified Parties”) to cause the due and punctual performance and observance by each Sub-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 Seller and of their respective successors and assigns assigns, in each case of clauses (eacha) and (b), a “SunGard Entity” and, collectively, the “SunGard Entities”) of all of the terms, covenants, conditionsagreements, agreements undertakings and undertakings other obligations on the part of such SunGard 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 SunGard Entity in connection with the Sale Receivables Purchase Agreement, the Credit Agreement, any Sub-Servicing Receivables Sale Agreement and the 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 SunGard 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 any of the Sale Agreement, any document delivered by such SunGard Entity in connection with the Sale Receivables Purchase Agreement, the Credit Agreement, any Sub-Servicing 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”); provided) and undertakes and agrees to pay any and all expenses (including reasonable counsel fees and out-of-pocket expenses) incurred by the Indemnified Parties, that the foregoing unconditional undertaking or any of Parent is not intended tothem, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that (i) each of in enforcing its Subsidiaries that becomes an “Seller” rights under the Sale Agreement shall be deemed to be an “Seller” 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 the Servicer (so long as any SunGard 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 document delivered by such SunGard Entity in connection with the Sale Agreementobserved, the Credit Agreement, any Sub-Servicing Agreement or any other Transaction Document, 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 SunGard 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 SunGard Entity of the other Originators or any of their respective successors or assigns in respect thereof.

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 Lenders) Trustee to cause the due and punctual performance and observance by each Sub-Servicer and each Seller the other parties hereto, and their respective successors and assigns (eachassigns, a “SunGard Entity” and, collectively, the “SunGard Entities”) of all of the terms, covenants, conditions, agreements and undertakings on the part of each such SunGard Entity party to be performed or observed by it 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 and the Transaction Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such 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, agreementsagreement, undertakings and other obligations under the Transaction Documents being the “Guaranteed Obligations”"Undertakings"); provided, that . Each Originator and the foregoing unconditional undertaking of Parent is not intended to, Servicer agrees to pay any and shall not, constitute a guarantee of all expenses (including reasonable counsel fees and expenses) incurred by the collectibility or payment of the Transferred Receivables. Parent agrees that (i) each of its Subsidiaries that becomes an “Seller” Trustee in enforcing any rights under the Sale Agreement shall be deemed to be an “Seller” 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 SunGard 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 or any document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement or Transaction Documents then any other Transaction DocumentOriginator or the 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 SunGard 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 SunGard 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 LendersSecured Parties) to cause the due and punctual performance and observance by each Sub-the Servicer and each Seller other Originator and their respective successors and assigns (each, a “SunGard Entity” and, collectively, the “SunGard Synnex Entities”) of all of the terms, covenants, conditions, agreements and undertakings on the part of such SunGard Synnex Entity to be performed or observed under the Sale Agreement or any document delivered by such SunGard Synnex Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Funding Agreement and the Transaction Related Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such SunGard Synnex 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”), 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, provided that the foregoing unconditional undertaking of Parent is not intended Receivables Sale and Servicing Agreement 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 “SellerOriginator” under the Sale Agreement shall be deemed to be an “SellerOriginator” 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 SunGard 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 document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement or any other Transaction 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 SunGard Synnex Entity or their respective successors or assigns, or have instituted any action or proceeding against Parent or any SunGard 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 LendersLenders and the Swing Line Lender) to cause the due and punctual performance and observance by each Sub-the Servicer and each Seller other Originator and their respective successors and assigns (each, a “SunGard Entity” and, collectively, the “SunGard Xxxxxx Entities”) of all of the terms, covenants, conditions, agreements and undertakings on the part of such SunGard Xxxxxx Entity to be performed or observed under the Sale Agreement or any document delivered by such SunGard Xxxxxx Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Funding Agreement and the Transaction Related Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such SunGard Xxxxxx 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”), 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 and its 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 “SellerOriginator” under the Sale Agreement shall be deemed to be an “SellerOriginator” 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 SunGard 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 document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement or any other Transaction 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 SunGard Xxxxxx Entity or their respective successors or assigns, or have instituted any action or proceeding against Parent or any SunGard Xxxxxx 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 LendersSecured Parties) to cause the due and punctual performance and observance by each Sub-the Servicer and each Seller other Originator and their respective successors and assigns (each, a “SunGard Entity” and, collectively, the “SunGard Synnex Entities”) of all of the terms, covenants, conditions, agreements and undertakings on the part of such SunGard Synnex Entity to be performed or observed under the Sale Agreement or any document delivered by such SunGard Synnex Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Funding Agreement and the Transaction Related Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such SunGard Synnex 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”), 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, provided that the foregoing unconditional Receivables Sale and Servicing Agreement 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 (i) each of its Subsidiaries that becomes an “SellerOriginator” under the Sale Agreement shall be deemed to be an “SellerOriginator” 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 SunGard 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 document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement or any other Transaction 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 SunGard Synnex Entity or their respective successors or assigns, or have instituted any action or proceeding against Parent or any SunGard Synnex Entity or their respective successors or assigns in respect thereof.

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 Lenders“Indemnified Parties”) to cause the due and punctual performance and observance by each Sub-the Servicer (so long as any Affiliate of any of the Parent Undertaking Parties is the Servicer) and each Seller of the Originators and each of their respective successors and assigns assigns, of such party’s covenants, agreements and obligations contained in (each, a “SunGard Entity” and, collectivelyi) the Receivables Purchase Agreement; (ii) the Receivables Sale Agreement and (iii) the other Transaction Documents (together, the “SunGard EntitiesObligations”) of and undertake and agree to pay any and all of expenses (including reasonable counsel fees and expenses) incurred by the termsIndemnified Parties, covenants, conditions, agreements and undertakings on the part of such SunGard Entity to be performed or observed under the Sale Agreement or any document delivered by such SunGard Entity of them, in connection with the Sale Agreement, the Credit Agreement, enforcing any Sub-Servicing Agreement and the Transaction Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such SunGard Entity now or hereafter existing rights 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, 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 “Seller” under the Sale Agreement shall be deemed to be an “Seller” 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 the Servicer (so long as any SunGard 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 document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement or any other Transaction 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 SunGard 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 SunGard Entity of the 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 Lenders) Recipients to cause the due and punctual performance and observance by each Sub-Selling Subsidiary and the Servicer and each Seller and of their respective successors and assigns (each, a “SunGard Entity” and, collectively, the “SunGard Entities”) of all of the terms, covenants, conditions, agreements and undertakings on the part of such SunGard Entity Selling Subsidiary and the Servicer to be performed or observed under the Sale Agreement Agreements or any document delivered by such SunGard Entity Selling Subsidiary or the Servicer in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement and the Transaction Documents such agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of such SunGard Entity Selling Subsidiary and the Servicer 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 DocumentsAgreements, 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 any of the Recipients in enforcing any rights under this Guaranty; 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 (i) each of its Subsidiaries that becomes an “Seller” "Originator" under the Sale Contribution Agreement shall be deemed to be an “Seller” and a SunGard Entity "Selling Subsidiary" for purposes of this Agreement Guaranty and (ii) each of its Subsidiaries that becomes a “Sub-"Servicer” " under any Sub-Servicing Agreement of the Agreements shall be deemed to be a “Sub-"Servicer” and a SunGard Entity " for purposes of this AgreementGuaranty. In the event that any SunGard 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 document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement or any other Transaction 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 SunGard Entity or of their respective successors or assigns, or have instituted any action or proceeding against Parent or the Parent, any SunGard Entity Selling Subsidiary, the Servicer 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 and the Administrative Agent and each Purchaser (for itself and for collectively the benefit of the Lenders“Indemnified Parties”) to cause the due and punctual payment, performance and observance by each Sub-Servicer Guaranteed Party, and each Seller and of their respective successors and assigns (eachassigns, a “SunGard Entity” and, collectively, the “SunGard 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 SunGard 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 SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement and the other Transaction Documents in accordance with the terms thereof, including the punctual payment when due of Document (all obligations of such 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 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) and undertakes and agrees to pay on demand any and all expenses (including reasonable counsel fees and expenses) incurred by the Indemnified Parties, that the foregoing unconditional undertaking or any of Parent is not intended tothem, 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 “Seller” in enforcing any rights under the Sale Agreement shall be deemed to be an “Seller” 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 As a separate, additional and independent obligation, the event Parent agrees to indemnify and hold harmless each Indemnified Party on first demand from and against any cost, claim, loss, expense (including legal fees) or liability which such Indemnified Party sustains or incurs as a consequence of the failure of Guarantor to perform any of its obligations under or pursuant to this Agreement. The Parent hereby agrees that if any SunGard 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 document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement or any other Transaction 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 SunGard Entity or of their respective successors or assigns, or have instituted any action or proceeding against Parent any of the Guaranteed Parties or any SunGard Entity or of 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 Lenders) "Indemnified Parties"), to cause the due and punctual performance and observance ------------------- by each Sub-Servicer of the Transferor, the Seller (in both its individual capacity and each Seller in its separate capacity as Servicer) and their respective any of the Seller's successors and assigns acting as Servicer (eacheach such person, a “SunGard Entity” and, collectively, the “SunGard Entities”an "Applicable Party") of all of ----------------- the terms, covenants, conditions, agreements and undertakings on the part of any such SunGard 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 SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement and the Transaction Documents therewith in accordance with the terms thereof, including including, without limitation, the punctual payment when due of all obligations of each such SunGard Entity Applicable Party 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 Transfer Agreements and the Transaction DocumentsDocuments and the other documents delivered in connection therewith, whether for indemnification paymentsincluding (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”); 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 “Seller” under the Sale Agreement shall be deemed to be an “Seller” and a SunGard Entity for purposes of this Agreement and (iib) each ----------- undertakes and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Indemnified Parties, or any of its Subsidiaries that becomes a “Sub-Servicer” them, in enforcing any rights 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 SunGard 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 document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement or any other Transaction 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 SunGard Entity or their respective successors or assignsApplicable Party, or have instituted any action or proceeding against Parent any such Applicable Party or any SunGard 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 Lenders) Secured Parties to cause the due and punctual performance and observance by each Sub-Servicer HCFP Funding, Inc. and each Seller and their respective its successors and assigns (each, a “SunGard Entity” and, collectively, the “SunGard Entities”"HCFP Funding") of all of the terms, covenants, conditions, agreements and ------------ undertakings on the part of such SunGard Entity HCFP Funding 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 this Agreement and the any other Transaction Documents in accordance with the terms thereofDocument, including the punctual payment when due of all obligations of such SunGard Entity HCFP Funding 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 this Agreement and the any other Transaction DocumentsDocument, whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the “"Guaranteed Obligations”---------- Liabilities"); provided, that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of agrees to pay any and all expenses ----------- (including counsel fees and expenses) incurred by the collectibility or payment of the Transferred Receivables. Parent agrees that (i) each of its Subsidiaries that becomes an “Seller” Secured Parties in enforcing any rights under the Sale Agreement shall be deemed to be an “Seller” 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 Agreementother Transaction Document. In the event that any SunGard 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 document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement or any other Transaction 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 SunGard Entity HCFP Funding, or their respective successors or assigns, or have instituted any action or proceeding against Parent the Guarantor or any SunGard Entity HCFP Funding, or 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 Lenders) to cause the due and punctual performance and observance by each Sub-Servicer of the Parent Group Members with each of such Parent Group Member’s obligations under the Transaction Documents, including, without limitation: (i) by NMC and each Seller and their respective its successors and assigns of all of the terms, covenants, conditions, agreements and undertakings on the part of NMC (eachwhether as seller, a “SunGard Entity” andcollection agent or otherwise) to be performed or observed by it under the Receivables Agreement or any other document delivered in connection with the Receivables Agreement, collectively, the “SunGard Entities”(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 SunGard Entity Transferring Affiliate to be performed or and observed under the Sale Agreement or any document delivered Transferring Affiliate Letter, (iii) by such SunGard 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 Credit terms, covenants, conditions, agreements and undertakings on the part of such Designated Account Agent to be performed under the Account Agent Agreement, any Sub-Servicing Agreement in each case under clauses (i), (ii), (iii) and the Transaction Documents (iv) above in accordance with the terms thereof, including the punctual payment when due including, without limitation, each indemnity and each other agreement of all obligations of such SunGard Entity now any Parent Group Member to pay or hereafter existing deposit any money 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 Document (all 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”); 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 “Seller” under the Sale Agreement shall be deemed to be an “Seller” 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 SunGard 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 document delivered by such SunGard Entity in connection with the Sale Agreement, the Credit Agreement, any Sub-Servicing Agreement or any other 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 SunGard Entity Parent Group Member or their respective successors or assigns, or have instituted any action or proceeding against Parent any Company or any SunGard 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.