Common use of Performance Undertaking Clause in Contracts

Performance Undertaking. We hereby unconditionally and irrevocably agree with and undertake to the Seller and its assigns that we will ensure that the Originator shall at all times have sufficient funds, whether it be by capital contribution, loan to the Originator, arrangement with third parties to provide funds to the Originator or otherwise (and in each case remitted to an account specified by the Seller for the benefit of the Originator), to enable the Originator to make full and prompt payment and perform and observe all covenants, agreements, terms, conditions and indemnities under and pursuant to the Purchase Agreement and each other document executed and delivered by the Originator pursuant to or in connection with the Purchase Agreement (collectively, the "Obligations"). The Obligations shall include, without limitation, all obligations of the Originator as "Sub-Servicer" under the Purchase Agreement. The Seller shall be at liberty, without giving notice to us or obtaining our assent and without relieving us of any of our liabilities under this Agreement, to deal with the Originator and with each other party who now is or after the date hereof becomes obligated in any manner for any of the Obligations, in such manner as the Seller in its sole discretion deems fit, and to this end we agree that the validity and enforceability of this Agreement shall not be impaired or affected by any of the following: (a) any waiver, extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or with respect to any collateral securing the Obligations or any part thereof, (c) the existence of any claim, set-off or other rights which we may have at any time against the Originator in connection herewith or any unrelated transaction; or (d) any failure on the part of the Originator to perform or comply with any term of the Purchase Agreement or any other document executed in connection therewith or delivered thereunder, all whether or not we shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (d). This Agreement is absolute, unconditional and continuing and is in no way conditioned upon any requirement that the Seller first take any action against the Originator with respect to the Obligations or proceed against any collateral security, any balance of any deposit account or credit on the books of the Seller in favor of the Originator, any guarantor of the Obligations or any other Person. Our liability under this Agreement shall be absolute and unconditional irrespective of (i) any lack of validity or enforceability of any material provision of the Purchase Agreement, the Investor Agreement or any other document executed in connection therewith or delivered thereunder, (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Purchase Agreement, the Investor Agreement or any other document executed in connection therewith or delivered thereunder, (iii) any taking, exchange, release or non- perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations, (iv) any law, regulation or order of any jurisdiction affecting any term of all or any Obligations or the rights of the Seller, (v) any manner of application of collateral, or proceeds thereof to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of the Originator, (vi) any change, restructuring or termination of the corporate structure or existence of the Originator, or (vii) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Originator or a guarantor. Our Obligations hereunder shall not be stayed, discharged or modified by any insolvency, bankruptcy or reorganization of the Originator. This Agreement shall be in addition to any guaranty or security for the Obligations, and it shall not be rendered unenforceable by the invalidity, release or modification at any time of any such guaranty or security. We, agree that our obligations under this Agreement shall continue in full force and effect until all Obligations are finally satisfied in full and the Purchase Agreement and the Investor Agreement are terminated, but we agree that our undertakings under this Agreement win be reinstated, if at any time the satisfaction of any of the Obligations is rescinded or must otherwise be restored or returned, as though such satisfaction had not occurred. In the event that we fail to perform any of our obligations in this Agreement, we further agree, to pay to the Seller forthwith upon demand all reasonable costs and expenses (including court costs and legal expenses) incurred by the Seller in connection with the enforcement Of this Agreement.

Performance Undertaking. We (a) Parent hereby unconditionally and irrevocably agree with undertakes and undertake to the Seller assures (as a primary obligor and its assigns that we will ensure that the Originator shall at all times have sufficient funds, whether it be by capital contribution, loan to the Originator, arrangement with third parties to provide funds to the Originator or otherwise (and in each case remitted to an account specified by the Seller not merely as surety) for the benefit of Purchaser the Originator)due and punctual performance and observance by each Seller (together with their respective successors and assigns, to enable collectively, the Originator to make full “Covered Entities”, and prompt payment and perform and observe all each, a “Covered Entity”) of the terms, covenants, indemnities, conditions, agreements, termsundertakings and obligations on the part of such Covered Entity to be performed or observed by it under this Agreement, conditions and indemnities under and pursuant to the Purchase related Participation Agreement and each of the other document executed Transaction Documents to which such Covered Entity is a party, including any agreement or obligation of such Covered Entity to make any payment in respect of any Repurchase Event or indemnity, in each case on the terms and delivered subject to the conditions and limitations set forth in this Agreement, the related Participation Agreement and the applicable Transaction Documents as the same shall be amended, restated, supplemented or otherwise modified and in effect from time to time (all such terms, covenants, indemnities, conditions, agreements, undertakings and obligations on the part of the Covered Entities to be paid, performed or observed by them, collectively the Originator pursuant “Guaranteed Obligations”). Without limiting the generality of the foregoing, Parent agrees that if any Covered 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 this Agreement, the related Participation Agreement and any applicable Transaction Document, then Parent will itself duly and punctually perform or observe, or cause to be performed or observed, such Guaranteed Obligations. (b) Parent expressly agrees that its obligations hereunder shall be absolute, irrevocable and unconditional, and as such, it shall not be a condition to the accrual of any obligation of Parent hereunder to perform or to observe, or to cause to be performed or observed any Guaranteed Obligation that Purchaser or any other Person shall have first made any request of or demand upon or given any notice to Parent, any Covered Entity or any of their respective successors and assigns or have initiated any action or proceeding against Parent, any Covered Entity or any of their respective successors and assigns in respect thereof. Purchaser may proceed to enforce the obligations of Parent under this Section 13.19 without first pursuing or exhausting any right or remedy which Purchaser may have against any Covered Entity, any other Person, the Purchased Receivables or any other property. (c) Parent hereby expressly waives any defenses it may have as a guarantor or a surety generally or otherwise based upon suretyship, impairment of collateral or otherwise in connection with the Purchase Agreement Guaranteed Obligations whether in equity or at law or by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect. Parent hereby also expressly waives acceptance, diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Purchaser exhausts any right to take any action against any Seller or any other Person (collectively, including the "Obligations"). The Obligations shall include, without limitation, all obligations filing of any claims in the Originator as "Sub-Servicer" under the Purchase Agreement. The Seller shall be at liberty, without giving notice to us event of a receivership or obtaining our assent and without relieving us bankruptcy of any of our liabilities under this Agreement, to deal with the Originator and with each other party who now is or after the date hereof becomes obligated in any manner for any of the Obligations, in such manner as the Seller in its sole discretion deems fit, and to this end we agree that the validity and enforceability of this Agreement shall not be impaired or affected by any of the following: (a) any waiver, extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating theretoforegoing), or with respect to any property, collateral securing the Obligations or any part thereof, (c) the existence of any claim, set-off or other rights which we may have collateral security at any time against securing any of, or related to, the Originator in connection herewith or Guaranteed Obligations, and hereby consents to any unrelated transaction; or (d) any failure on the part and all extensions of time of the Originator to perform due performance or comply with observance of any term or all of the Purchase Agreement or any other document executed in connection therewith or delivered thereunder, all whether or not we shall have had notice or knowledge Guaranteed Obligations and that its obligations hereunder remain irrespective of any act or omission referred to in the foregoing clauses (a) through (d). This Agreement is absolute, unconditional and continuing and is in no way conditioned upon any requirement that the Seller first take any action against the Originator with respect to the Obligations or proceed against any collateral security, any balance change of any deposit account or credit on the books of the Seller in favor of the Originator, any guarantor of the Obligations or any other Person. Our liability under this Agreement shall be absolute and unconditional irrespective of (i) any lack of validity or enforceability of any material provision of the Purchase Agreement, the Investor Agreement or any other document executed in connection therewith or delivered thereunder, (ii) any change in the time, manner or place of payment performance or observance of, or in any other term of, all or of any of the ObligationsGuaranteed Obligations at any time, and from time to time. Parent also expressly waives, and agrees that the Guaranteed Obligations will not be impaired by, any ineffectiveness of any agreement of, or consent, amendment or other modification by, any Covered Entity that is executed by Parent on such Covered Entity’s behalf. (d) Parent agrees that it shall not (i) exercise or assert any right which it may acquire by way of law, contract or subrogation with respect to its undertaking described in this Section 13.19 or otherwise related to the Guaranteed Obligations against any Seller, (ii) claim any setoff, recoupment or counterclaim against any Seller in respect of any liability of Parent to such Seller with respect to the Guaranteed Obligations or (iii) exercise or assert any contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the Federal Bankruptcy Code) which Parent might now have or hereafter acquire against any Seller that arise from the existence or performance of Parent’s obligations under this Section 13.19, unless and until, in each case, all Guaranteed Obligations shall have been indefeasibly performed or observed in full. Parent hereby confirms, and agrees, that each Seller is, and will be, a Parent Affiliate. Parent represents and warrants to the Purchaser that it has adequate means to obtain from the Sellers, on a continuing basis, all information concerning the financial condition of the Sellers, and that it is not relying on the Purchaser to provide such information either now or in the future. (e) This Section 13.19 shall survive the insolvency of any Seller or any other amendment Person and the commencement of any case or waiver of proceeding by or against any consent to departure from the Purchase Agreement, the Investor Agreement Seller or any other document executed in connection therewith or delivered thereunderPerson under any bankruptcy, (iii) any takinginsolvency, exchange, release or non- perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations, (iv) any law, regulation or order of any jurisdiction affecting any term of all or any Obligations or the rights of the Seller, (v) any manner of application of collateral, or proceeds thereof to all or any of the Obligations, or any manner of sale reorganization or other disposition of any collateral for all or any of the Obligations or any other assets of the Originator, (vi) any change, restructuring or termination of the corporate structure or existence of the Originator, or (vii) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Originator or a guarantorsimilar law. Our Obligations Parent’s obligations hereunder shall not be stayed, discharged or modified by any insolvency, bankruptcy or reorganization of the Originator. This Agreement shall be in addition to any guaranty or security for the Obligations, and it shall not be rendered unenforceable by the invalidity, release or modification at any time of any such guaranty or security. We, agree that our obligations under this Agreement shall continue in full force and effect until all Obligations Guaranteed Obligation are finally and indefeasibly performed, observed and satisfied in full and the Purchase this Agreement and the Investor Agreement are is terminated, but we agree . (f) It is expressly acknowledged that our undertakings Parent’s obligations under this Agreement win be reinstated, if at any time Section 13.19 do not constitute a guarantee of the satisfaction payment of any Purchased Receivables and there shall be no recourse to Parent for any non-payment, reduced payment or slow payment of the Obligations is rescinded or must otherwise be restored or returned, as though such satisfaction had not occurred. In the event that we fail to perform any of our obligations in this Agreement, we further agree, to pay Purchased Receivables to the Seller forthwith upon demand all reasonable costs and expenses (including court costs and legal expenses) incurred by extent resulting from a Credit Risk Event or for any Guaranteed Obligations the Seller in connection with payment of which could otherwise constitute recourse to Parent for Purchased Receivables that are or become uncollectible to the enforcement Of this Agreementextent resulting from a Credit Risk Event.

Performance Undertaking. We hereby unconditionally and irrevocably agree with and undertake to the Seller and its assigns that we will ensure that the Originator shall at all times have sufficient fundsThe provisions of this Undertaking are severable, whether it be by capital contribution, loan to the Originator, arrangement with third parties to provide funds to the Originator or otherwise (and in each case remitted to an account specified by any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the Seller for rights of creditors generally, if the benefit of the Originator), to enable the Originator to make full and prompt payment and perform and observe all covenants, agreements, terms, conditions and indemnities under and pursuant to the Purchase Agreement and each other document executed and delivered by the Originator pursuant to or in connection with the Purchase Agreement (collectively, the "Obligations"). The Obligations shall include, without limitation, all obligations of the Originator as "Sub-Servicer" under the Purchase Agreement. The Seller shall Performance Guarantor hereunder would otherwise be at libertyheld or determined to be avoidable, without giving notice to us invalid or obtaining our assent and without relieving us of any of our liabilities under this Agreement, to deal with the Originator and with each other party who now is or after the date hereof becomes obligated in any manner for any unenforceable on account of the Obligations, in such manner as the Seller in its sole discretion deems fit, and to this end we agree that the validity and enforceability amount of this Agreement shall not be impaired or affected by any of the following: (a) any waiver, extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or with respect to any collateral securing the Obligations or any part thereof, (c) the existence of any claim, set-off or other rights which we may have at any time against the Originator in connection herewith or any unrelated transaction; or (d) any failure on the part of the Originator to perform or comply with any term of the Purchase Agreement or any other document executed in connection therewith or delivered thereunder, all whether or not we shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (d). This Agreement is absolute, unconditional and continuing and is in no way conditioned upon any requirement that the Seller first take any action against the Originator with respect to the Obligations or proceed against any collateral security, any balance of any deposit account or credit on the books of the Seller in favor of the Originator, any guarantor of the Obligations or any other Person. Our Performance Guarantor’s liability under this Agreement shall be absolute and unconditional irrespective of (i) Undertaking, then, notwithstanding any lack of validity or enforceability of any material other provision of this Undertaking to the Purchase Agreementcontrary, the Investor Agreement amount of such liability shall, without any further action by Performance Guarantor or Recipient, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding. Any provisions of this Undertaking which are prohibited or unenforceable in any other document executed jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in connection therewith any jurisdiction shall not invalidate or delivered thereunder, (ii) any change in the time, manner or place of payment of, or render unenforceable such provision in any other term ofjurisdiction. Unless otherwise specified, all or any references herein to “Section” shall mean a reference to sections of the Obligations, or any other amendment or waiver of or any consent to departure from the Purchase Agreement, the Investor Agreement or any other document this Undertaking. This Undertaking may be executed in connection therewith or delivered thereunderany number of counterparts and by different parties on separate counterparts, (iii) any takingeach of which, exchangewhen executed and delivered, release or non- perfection shall be deemed to be an original, and all of any collateralwhich, or any takingwhen taken together, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of shall constitute but one and the Obligations, (iv) any same agreement. To the fullest extent permitted by applicable law, regulation delivery of an executed counterpart of this Undertaking by telefacsimile or order electronic image scan transmission (such as a “pdf” file) will be effective to the same extent as delivery of any jurisdiction affecting any term a manually executed original counterpart of all or any Obligations or the rights this Undertaking. Any party delivering an executed counterpart of the Seller, (v) any manner of application of collateral, or proceeds thereof to all or any of the Obligations, or any manner of sale this Undertaking by telefacsimile or other disposition electronic method of any collateral for all or any transmission also shall deliver an original executed counterpart of this Undertaking, but the Obligations or any other assets of the Originator, (vi) any change, restructuring or termination of the corporate structure or existence of the Originator, or (vii) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Originator or a guarantor. Our Obligations hereunder failure to deliver an original executed counterpart shall not be stayedaffect the validity, discharged or modified by any insolvency, bankruptcy or reorganization of the Originator. This Agreement shall be in addition to any guaranty or security for the Obligationsenforceability, and it shall not be rendered unenforceable by the invalidity, release or modification at any time binding effect of any such guaranty or security. We, agree that our obligations under this Agreement shall continue in full force and effect until all Obligations are finally satisfied in full and the Purchase Agreement and the Investor Agreement are terminated, but we agree that our undertakings under this Agreement win be reinstated, if at any time the satisfaction of any of the Obligations is rescinded or must otherwise be restored or returned, as though such satisfaction had not occurred. In the event that we fail to perform any of our obligations in this Agreement, we further agree, to pay to the Seller forthwith upon demand all reasonable costs and expenses (including court costs and legal expenses) incurred by the Seller in connection with the enforcement Of this AgreementUndertaking.