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...
Unconditional Undertaking. (a) The Parent Guarantor hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of the Borrower and the Administrative Agent to:
Unconditional Undertaking. (a) Each of the Performance Guarantors, hereby jointly and severally, unconditionally and irrevocably undertakes and agrees with the Administrative Agent for the benefit of each Secured Party (collectively, the “Indemnified Parties”):
Unconditional Undertaking. The Swap Guarantor hereby unconditionally and irrevocably guarantees to the Swap Counterparty the punctual payment when due of any Swap Breakage Costs due under the Swap and any other Transaction Document (the "SWAP GUARANTY REQUIREMENTS"). In the event that the Trust shall fail to pay the Swap Guaranty Requirements when the same shall be required to be paid under the Swap or any such other document, then upon either actual knowledge of an officer of the Swap Guarantor or demand of the Indenture Trustee or any Secured Party, the Swap Guarantor shall make payment upon demand to the Swap Counterparty to allow such Swap Guaranty Requirements to be satisfied.
Unconditional Undertaking. The Companies hereby jointly and severally, unconditionally and irrevocably undertake and agree with and for the benefit of the Beneficiaries to cause the due and punctual performance and observance by the Originator and its successors and assigns of all of the terms, covenants, conditions, agreements and undertakings on the part of the Originator (whether as Originator, Collection Agent or otherwise) to be performed or observed under the Originator Agreement, the Sale Agreement, each other Transaction Document (as defined under the Sale Agreement) and any document delivered in connection with any of the foregoing in accordance with the terms thereof (each of the foregoing, collectively, the "Applicable Documents"), including, without limitation, the punctual payment when due of all obligations of the Originator now or hereafter existing under the Applicable Documents, whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the "Obligations"), and agrees to pay any and all expenses (including counsel fees and expenses) incurred by the Beneficiaries in enforcing any rights under this Agreement; provided, that, in no event, shall the undertaking contained herein constitute a guaranty of the ability to collect on, or
Unconditional Undertaking. Dell hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of the Trustee to cause the due and punctual performance and observance by the Servicer (for as long as Dell USA L.P., or any Person who assumes the role of Servicer pursuant to a merger or consolidation permitted under Section 8.02 of the Pooling and Servicing Agreement, is the Servicer) of all of the covenants, agreements and undertakings under Sections 3.02, 3.04 and 11.05 of
Unconditional Undertaking. (a) The Parent hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of the Agent (and the parties for whom it acts as agent) to cause the due and punctual performance and observance by the Seller of all of the terms, covenants, conditions, agreements and undertakings on the part of the Seller to be performed or observed under the Receivables Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller now or hereafter existing under the Receivables Agreement, whether for deemed collections, indemnification payments, fees, expenses or similar obligations (all of the foregoing being the “Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent (and the parties for whom it acts as agent) in enforcing any rights under this Agreement.
Unconditional Undertaking. (a) The Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees:
Unconditional Undertaking. The Swap Guarantor hereby unconditionally and irrevocably guarantees to each Swap Counterparty the punctual payment when due of any Swap Breakage Costs due such Swap Counterparty under its Swap and any other Transaction Document (the “Swap Guaranty Requirements”). In the event that the Issuer shall fail to pay the Swap Guaranty Requirements when the same shall be required to be paid under the applicable Swap or any such other document (it being understood that any payment by the Issuer in respect of Swap Breakage Costs would be paid pursuant to Section 7.05 hereof), then, upon either actual knowledge of an officer of the Swap Guarantor or demand of the Indenture Trustee or the applicable Swap Counterparty, the Swap Guarantor shall make payment upon demand to the applicable Swap Counterparty to allow such Swap Guaranty Requirements to be satisfied. The Swap Guarantor shall also pay all costs, fees and expenses (including reasonable attorneys fees) incurred by each Swap Counterparty in collecting or enforcing the Swap Guarantor’s obligations hereunder.
Unconditional Undertaking. The Parent hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of each of the Agent, the Issuing Banks, the Syndication Agent, the Purchasers and the other Owners (collectively, the “Indemnified Parties”) to cause the due and punctual performance and observance by each of (a) the Servicer (so long as any Affiliate of the Parent is the Servicer) and (b) each of the Originators and each of their respective successors and assigns, in each case of clauses (a) and (b), of all of the terms, covenants, agreements, undertakings and other obligations on the part of the Servicer (so long as any Affiliate of the Parent is the Servicer) or each of the Originators, as applicable, to be performed or observed under each of the Second Amended and Restated Receivables Purchase Agreement, the Second Amended and Restated Receivables Sale Agreement and the other Transaction Documents and the other documents delivered in connection therewith (other than the Second Amended and Restated Letter of Credit Agreement) in accordance with the terms thereof, including, without limitation, the obligations to pay when due all monetary obligations of each of the Servicer (so long as any Affiliate of the Parent is the Servicer) and the Originators now or hereafter existing under the Second Amended and Restated Receivables Purchase Agreement, the Second Amended and Restated Receivables Sale Agreement and the other Transaction Documents (other than the Second Amended and Restated Letter of Credit Agreement), whether for Collections received, deemed Collections, Yield, interest, indemnifications, fees, costs, expenses or otherwise (such terms, covenants, agreements, undertakings and other obligations being the “Obligations”) and undertakes and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Indemnified Parties, or any of them, in enforcing any rights under this Agreement. In the event that the Servicer (so long as any Affiliate of the Parent is the Servicer) or any of the Originators shall fail in any manner whatsoever to perform or observe any of its Obligations when the same shall be required to be performed or observed, then the Parent shall itself duly and punctually perform or observe, or cause to be duly and punctually performed and observed, such Obligation, and it shall not be a condition to the accrual of the obligation of the Parent hereunder to perform or observe any Obligation (or to cause the sa...
