Common use of Unconditional Undertaking; Enforcement Clause in Contracts

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of Beneficiary to cause the due performance and observance by the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) of all of the terms, covenants, conditions, agreements and undertakings on the part of the Servicer, to be performed or observed under the Servicing Agreement or any document delivered in connection with the Servicing Agreement in accordance with the terms hereof and thereof including any agreement of the Servicer to pay any money under the Servicing Agreement or any such other document (all such terms, covenants, conditions, agreements and undertakings on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) to be performed or observed by the Servicer being collectively called the “Guaranteed Servicer Obligations”); provided, however, that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer shall fail in any manner whatsoever to perform or observe any of the Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements), then the Servicer Performance Guarantor shall, after the notice described above, itself duly perform or observe, or cause to be duly performed or observed, such Guaranteed Servicer Obligation, and it shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to perform or observe any Guaranteed Servicer Obligation (or to cause the same to be performed or observed) that Beneficiary shall have first made any request of or demand upon or given any notice to the Servicer or its successors or assigns, or have instituted any action or proceeding against the Servicer or its successors or assigns in respect thereof. Notwithstanding anything to the contrary contained in this Performance Guaranty, the obligations of the Servicer Performance Guarantor hereunder in respect of the Servicer are expressly limited to the Guaranteed Servicer Obligations. The obligations of the Servicer Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Performance Guarantor.

Unconditional Undertaking; Enforcement. The Servicer Originator Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of Beneficiary the Issuer to cause the due performance and observance by the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) each Originator of all of the terms, covenants, conditions, agreements and undertakings on the part of the Servicersuch Originator, to be performed or observed under the Servicing First Tier Agreement or any document delivered in connection with the Servicing First Tier Agreement in accordance with the terms hereof and thereof thereof, including any agreement of the Servicer such Originator to pay any money under the Servicing First Tier Agreement or any such other document (all such terms, covenants, conditions, agreements and undertakings on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) Originator to be performed or observed by the Servicer such Originator being collectively called the “Guaranteed Servicer Originator Obligations”); provided, however, that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer any Originator shall fail in any manner whatsoever to perform or observe any of the Guaranteed Servicer Originator Obligations when the same shall be required to be performed or observed under the Servicing First Tier Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirementsperiod), then the Servicer Originator Performance Guarantor shall, after the notice described above, will itself duly perform or observe, or cause to be duly performed or observed, such Guaranteed Servicer Originator Obligation, and it shall not be a condition to the accrual of the obligation of the Servicer Originator Performance Guarantor hereunder to perform or observe any Guaranteed Servicer Originator Obligation (or to cause the same to be performed or observed) that Beneficiary the Issuer shall have first made any request of or demand upon or given any notice to the Servicer Originator Performance Guarantor or its successors or assignsto any Originator, or have instituted any action or proceeding against the Servicer Originator Performance Guarantor or its successors or assigns any Originator in respect thereof. Notwithstanding anything to the contrary contained in this Performance Guaranty, the obligations of the Servicer Originator Performance Guarantor hereunder in respect of the Servicer Originators are expressly limited to the Guaranteed Servicer Originator Obligations. The obligations of the Servicer Originator Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Originator Performance Guarantor.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of Beneficiary to cause the due performance and observance by the Servicer (for so long as Synchrony Financial or any Servicer is an Affiliate of Synchrony Bank is the Servicer under the Servicing AgreementGeneral Electric Company) of all of the terms, covenants, conditions, agreements and undertakings on the part of the Servicer, to be performed or observed under the Servicing Agreement or any document delivered in connection with the Servicing Agreement in accordance with the terms hereof and thereof including any agreement of the Servicer to pay any money under the Servicing Agreement or any such other document (all such terms, covenants, conditions, agreements and undertakings on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) to be performed or observed by the Servicer (for so long as Servicer is an Affiliate of General Electric Company) being collectively called the “Guaranteed Servicer Obligations”); provided, however, that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer shall fail in any manner whatsoever to perform or observe any of the Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements), then the Servicer Performance Guarantor shall, after the notice described above, itself duly perform or observe, or cause to be duly performed or observed, such Guaranteed Servicer Obligation, and it shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to perform or observe any Guaranteed Servicer Obligation (or to cause the same to be performed or observed) that Beneficiary shall have first made any request of or demand upon or given any notice to the Servicer or its successors or assigns, or have instituted any action or proceeding against the Servicer or its successors or assigns in respect thereof. Notwithstanding anything to the contrary contained in this Performance Guaranty, the obligations of the Servicer Performance Guarantor hereunder in respect of the Servicer are expressly limited to the Guaranteed Servicer Obligations. The obligations of the Servicer Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Performance Guarantor.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and assures for the benefit of Beneficiary to cause the Administrator (including, without limitation, as assignee of the SPV’s rights, interests and claims under the Sale Agreement), the Purchasers and the Purchaser Agents the due and punctual performance and observance by the Servicer OC Sales (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreementits successors and assigns) of all of the terms, covenants, indemnities, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer, OC Sales to be performed or observed by the it under the Servicing Sale Agreement, the Receivables Purchase Agreement or any document delivered in connection with and each of the Servicing Agreement in accordance with the terms hereof and thereof including other Transaction Documents to which OC Sales is a party, including, without limitation, any agreement or obligation of the Servicer OC Sales to pay any money indemnity or make any payment in respect of any applicable dilution adjustment or repurchase obligation under the Servicing Agreement or any such other document Transaction Document, in each case on and subject to the conditions set forth in the applicable Transaction Documents as the same shall be amended or otherwise modified and in effect from time to time (all such terms, covenants, indemnities, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) OC Sales to be paid, performed or observed by the Servicer it being collectively called the “Guaranteed Servicer Obligations”); provided. Without limiting the generality of the foregoing, however, that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee agrees that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer if OC Sales shall fail in any manner whatsoever to perform or observe any of the Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements)Transaction Document, then the Servicer Performance Guarantor shall, after the notice described above, will itself duly and punctually perform or observe, observe or cause to be duly performed or observed, such observed the Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to perform or to observe any Guaranteed Servicer Obligation (that the Administrator, any Purchaser, any Purchaser Agent, the SPV or to cause the same to be performed or observed) that Beneficiary any other Person shall have first made any request of or demand upon or given any notice to the Servicer Performance Guarantor, OC Sales, the SPV or its any of their respective successors or assigns, and assigns or have instituted initiated any action or proceeding against the Servicer Performance Guarantor, OC Sales, the SPV or its any of their respective successors or and assigns in respect thereof. Notwithstanding anything The Administrator (on behalf of the Purchasers, the Purchaser Agents and their successors and assigns) may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of the Servicer Performance Guarantor hereunder in respect under this Performance Guaranty without first pursuing or exhausting any right or remedy which the Administrator, any Purchaser Agent or any Purchaser may have against OC Sales, the SPV, any other Person, the Pool Receivables or any other property. The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be irrevocable. For the sake of clarity, it is expressly acknowledged that the Guaranteed Obligations do not include any recourse for non-payment or late payment of the Servicer are expressly limited Pool Receivables due solely to the Guaranteed Servicer Obligations. The obligations bankruptcy, insolvency or lack of creditworthiness of the Servicer related Obligor or for which payment of any Guaranteed Obligations would otherwise constitute recourse to the Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Performance Guarantoror OC Sales for uncollectible Pool Receivables.

Unconditional Undertaking; Enforcement. The Servicer Originator Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of Beneficiary the Issuer to cause the due performance and observance by the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) each Originator of all of the terms, covenants, conditions, agreements and undertakings on the part of the Servicersuch Originator, to be performed or observed under the Servicing First Tier Agreement or any document delivered in connection with the Servicing First Tier Agreement in accordance with the terms hereof and thereof including any agreement of the Servicer such Originator to pay any money under the Servicing First Tier Agreement or any such other document (all such terms, covenants, conditions, agreements and undertakings on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) Originator to be performed or observed by the Servicer such Originator being collectively called the “"Guaranteed Servicer Originator Obligations”"); provided, however, that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer any Originator shall fail in any manner whatsoever to perform or observe any of the Guaranteed Servicer Originator Obligations when the same shall be required to be performed or observed under the Servicing First Tier Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirementsperiod), then the Servicer Originator Performance Guarantor shall, after the notice described above, will itself duly perform or observe, or cause to be duly performed or observed, such Guaranteed Servicer Originator Obligation, and it shall not be a condition to the accrual of the obligation of the Servicer Originator Performance Guarantor hereunder to perform or observe any Guaranteed Servicer Originator Obligation (or to cause the same to be performed or observed) that Beneficiary the Issuer shall have first made any request of or demand upon or given any notice to the Servicer Originator Performance Guarantor or its successors or assignsto any Originator, or have instituted any action or proceeding against the Servicer Originator Performance Guarantor or its successors or assigns any Originator in respect thereof. Notwithstanding anything to the contrary contained in this Performance Guaranty, the obligations of the Servicer Originator Performance Guarantor hereunder in respect of the Servicer Originators are expressly limited to the Guaranteed Servicer Originator Obligations. The obligations of the Servicer Originator Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Originator Performance Guarantor.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and assures for the benefit of Beneficiary to cause the Administrative Agent (including, without limitation, as assignee of each of the Seller’s and Canadian Guarantor’s rights, interests and claims under the U.S. Purchase and Sale Agreement or Canadian Purchase and Sale Agreement, as applicable) and the other Secured Parties the due and punctual performance and observance by the each Originator and each Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is together with their respective successors and assigns, collectively, the Servicer under the Servicing Agreement“Covered Entities”, and each, a “Covered Entity”) of all of the terms, covenants, indemnities, conditions, agreements agreements, undertakings, liabilities and undertakings obligations on the part of the Servicer, such Covered Entity to be performed or observed by it under the Servicing U.S. Purchase and Sale Agreement, the Canadian Purchase and Sale Agreement, the Receivables Purchase Agreement or any document delivered in connection with and each of the Servicing Agreement in accordance with the terms hereof and thereof including other Transaction Documents to which such Covered Entity is a party, including, without limitation, any agreement or obligation of the Servicer such Covered Entity to pay any money indemnity or make any payment in respect of any applicable dilution adjustment or repurchase obligation under the Servicing Agreement or any such other document Transaction Document, in each case on the terms and subject to the conditions and limitations set forth in 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 agreements, undertakings and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) Covered Entities to be paid, performed or observed by the Servicer them being collectively called the “Guaranteed Servicer Obligations”); provided. Without limiting the generality of the foregoing, however, that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee agrees that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make if any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer Covered Entity shall fail in any manner whatsoever to perform or observe any of the its Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements)Transaction Document, then the Servicer Performance Guarantor shall, after the notice described above, will itself duly and punctually perform or observe, observe any of such Guaranteed Obligations or cause to be duly performed or observed, observed such Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to perform or observe any Guaranteed Servicer Obligation (or to cause the same to be performed or observed) observed any Guaranteed Obligation that Beneficiary the Administrative Agent, any Purchaser, the Seller, the Canadian Guarantor or any other Person shall have first made any request of or demand upon or given any notice to the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or assigns, and assigns or have instituted initiated any action or proceeding against the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or and assigns in respect thereof. Notwithstanding anything The Administrative Agent (on behalf of the Secured Parties) may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of the Servicer Performance Guarantor hereunder in respect under this Performance Guaranty without first pursuing or exhausting any right or remedy which the Administrative Agent or any Purchaser may have against any Covered Entity, the Seller, the Canadian Guarantor, any other Person, the Pool Receivables or any other property. The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be irrevocable. It is expressly acknowledged that this Performance Guaranty is not a guarantee of the Servicer are expressly limited payment of any Pool Receivables and there shall be no recourse to the Guaranteed Servicer Obligations. The obligations of the Servicer Performance Guarantor hereunder shall rank pari passu with for any Credit Risk Losses or for any Guaranteed Obligations the senior unsecured debt payment of which could otherwise constitute recourse to the Servicer Performance GuarantorGuarantor for uncollectible Pool Receivables.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby unconditionally and irrevocably undertakes undertakes, agrees and agrees with and assures for the benefit of Beneficiary the Purchaser and its permitted assigns and participants (the “Beneficiaries”) to cause the due and punctual payment, performance and observance by the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) each Guaranteed Entity of all of the terms, covenants, indemnities, conditions, agreements agreements, undertakings, liabilities and undertakings other obligations on the part of the Servicer, such Guaranteed Entity to be paid, performed or observed by it under the Servicing Purchase Agreement or any and each of the other Transaction Documents to which such Guaranteed Entity is a party and each other document executed and delivered by such Guaranteed Entity in connection with the Servicing Agreement in accordance with the terms hereof and thereof including any agreement of the Servicer to pay foregoing, including, without limitation, the punctual payment when due of all obligations of any money Guaranteed Entity now or hereafter existing under the Servicing Agreement Purchase Agreement, the other Transaction Documents or any such other document agreement, whether for Events of Repurchase, indemnification payments, fees or expenses or otherwise, and the performance of any of its duties as Seller, Servicer or otherwise, in each case on the terms set forth in 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 agreements, undertakings and undertakings on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) to be performed or observed by the Servicer other obligations being collectively called the “Guaranteed Servicer Obligations”); provided, however, that . Without limiting the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by generality of the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreementforegoing, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event Guarantor, agrees that the Servicer if any Guaranteed Entity shall fail in any manner whatsoever to pay, perform or observe any of the Guaranteed Servicer its Obligations when the same shall be required to be paid, performed or observed under the Servicing Purchase Agreement or any other Transaction Document or any such other document (after giving effect to any applicable grace or cure periods or notice requirements)agreement, then the Servicer Performance Guarantor shall, after the notice described above, will itself duly and punctually pay, perform or observe, observe any of such Obligations or cause to be duly and punctually paid, performed or observed, observed such Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to pay, perform or observe any Guaranteed Servicer Obligation (or to cause the same to be paid, performed or observed) ), any Obligation that Beneficiary the Purchaser, the Seller or any other Person shall have first made any request of or demand upon or given any notice to the Servicer Guarantor, any Guaranteed Entity or its successors or assignsany of their respective successors, assigns or have instituted any action or proceeding against the Servicer Guarantor, any Guaranteed Entity or its any of their respective successors or assigns in respect thereof. Notwithstanding anything The Purchaser may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of the Servicer Performance Guarantor hereunder under this Undertaking without first pursuing or exhausting any right or remedy which the Purchaser may have against any Guaranteed Entity, the Seller, any other Person, the Receivables or any other collateral or property. The Guarantor agrees that its obligations under this Undertaking shall be absolute and irrevocable. It is expressly acknowledged that this Undertaking is not a guarantee of the payment of any Receivables and there shall be no recourse to the Guarantor (i) for any non-payment or delay in payment of any Receivables or losses in respect of Receivables, in each case, that are uncollectible solely on account of the Servicer are expressly limited insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Account Debtor or (ii) for any Obligations the payment of which would constitute recourse to the Guaranteed Servicer Obligations. The obligations Guarantor for uncollectible Receivables solely by reason of an Insolvency Event, or the financial or credit condition or financial default, of the Servicer Performance related Account Debtor. For the avoidance of doubt, this Undertaking and the obligations and liabilities of the Guarantor hereunder shall rank pari passu with apply to each Seller and Servicer party to the senior unsecured debt Purchase Agreement from time to time, whether or not such Seller or Servicer is an Affiliate of the Servicer Performance Guarantor.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and assures for the benefit of Beneficiary to cause the Administrative Agent (including, without limitation, as assignee of the Borrowers’ rights, interests and claims under the Purchase and Sale Agreements), the Lenders and each of the other Secured Parties the due and punctual performance and observance by each Originator and the Successor Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is together with their respective successors and assigns, collectively, the Servicer under the Servicing Agreement“Covered Entities”, and each, a “Covered Entity”) of all of the terms, covenants, indemnities, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer, such Covered Entity to be performed or observed by it under each Purchase and Sale Agreement, the Servicing Receivables Financing Agreement or any document delivered in connection with and each of the Servicing Agreement in accordance with the terms hereof and thereof including other Transaction Documents to which such Covered Entity is a party, including, without limitation, any agreement or obligation of the Servicer such Covered Entity to pay any money indemnity or make any payment in respect of any applicable dilution adjustment or repurchase obligation under the Servicing Agreement or any such other document Transaction Document, in each case on the terms and subject to the conditions and limitations set forth in 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 agreements, undertakings and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) Covered Entities to be paid, performed or observed by the Servicer them being collectively called the “Guaranteed Servicer Obligations”); provided. Without limiting the generality of the foregoing, however, that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by agrees that if the Servicer Performance Guarantor becomes aware of written notice from Beneficiary or the Indenture Trustee that performance due under the Servicing Agreement has not been completed failure by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer shall fail in any manner whatsoever Covered Entity to perform or observe any of the its Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements)Transaction Document, then the Servicer Performance Guarantor shall, after the notice described above, will itself duly and punctually perform or observeobserve any of such Guaranteed Obligations capable of performance by the Performance Guarantor, or cause to be duly performed or observed, such Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to perform or observe any Guaranteed Servicer Obligation (or to cause the same to be performed or observed) observed any Guaranteed Obligation that Beneficiary the Administrative Agent, any Lender, any Borrower or any other Person shall have first made any request of or demand upon or given any notice to the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or assigns, and assigns or have instituted initiated any action or proceeding against the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or and assigns in respect thereof. Notwithstanding anything The Administrative Agent (on behalf of itself, the Lenders and the other Secured Parties) may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of the Servicer Performance Guarantor hereunder in respect under this Performance Guaranty without first pursuing or exhausting any right or remedy which the Administrative Agent or any Lender may have against any Covered Entity, any Borrower, any other Person, the Pool Receivables or any other property. The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be irrevocable. This Performance Guaranty shall terminate on the Final Payout Date. It is expressly acknowledged that this Performance Guaranty is a guarantee of performance only and is not a guarantee of the Servicer are expressly limited payment of any Pool Receivables and there shall be no recourse to the Guaranteed Servicer Obligations. The obligations Performance Guarantor for any non-payment or delay in payment of any Pool Receivables solely on account of the Servicer Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the Servicer Performance Guarantorrelated Obligor.

Unconditional Undertaking; Enforcement. The Servicer Each Performance Guarantor hereby unconditionally and irrevocably undertakes guarantees, jointly and agrees with severally, to each of the Owners, the Funding Agents and for the benefit Administrative Agent (on behalf of Beneficiary the Owners) (collectively, the “Guaranteed Parties”) to cause the due and punctual performance and observance by of all the obligations, agreements and undertakings of the Originators, the Initial Purchaser, the Servicer and any Successor Servicer which is an Affiliate of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer each, a “Guarantee Party”), under the Servicing AgreementRelated Documents to which such Guarantee Party is a party and each other document identified by such Performance Guarantor (in its sole discretion) of in writing as a Guaranteed Document (collectively, the “Guaranteed Documents”) to be performed or observed by such Guarantee Party pursuant to the Guaranteed Documents (all of the terms, covenants, conditionssuch obligations, agreements and undertakings on the part of the Servicer, Guarantee Parties to be performed or observed under the Servicing Agreement Guaranteed Documents being collectively called the “Guaranteed Obligations”). Without limiting or expanding the foregoing, it is understood and agreed that the Guaranteed Obligations shall not include, and each Performance Guarantor shall not guaranty or otherwise be liable to any Person for (w) any losses, claims, damages, liabilities or expenses (except to the extent the Guarantee Party would be liable to any such Guaranteed Party under a Guaranteed Document for such losses, claims, damages, liabilities or expenses), (x) losses resulting from the performance or collectibility of the Receivables on account of insolvency, bankruptcy or lack of creditworthiness of the obligors, (y) the non-payment or late payment of any Receivable by the obligor thereof, or (z) any act, inaction, obligation or liability of the Transferor, the Administrative Agent, the Funding Agents or any document delivered in connection other Person other than a Guarantee Party or the failure of any of them to fully and punctually pay, perform or comply with the Servicing Agreement in accordance with the terms hereof and thereof including any agreement of the Servicer to pay any money under the Servicing Agreement or any such other document (all such terms, covenants, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) such Person to be paid, performed or observed complied with by it under any of the Servicer being collectively called the “Guaranteed Servicer Obligations”); providedRelated Documents, however, that the Servicer this Performance Guarantor shall not be required to make Guaranty or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer otherwise. Each Performance Guarantor shall be required to cause such performance on liable for the day payment of receipt all reasonable costs and expenses paid or incurred by a Guaranteed Party in connection with the collection of such written notice. In the event that the Servicer shall fail in any manner whatsoever to perform all or observe any part of the Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements), then the Servicer from each Performance Guarantor shall, after the notice described above, itself duly perform or observe, or cause to be duly performed or observed, such Guaranteed Servicer Obligation, and it shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to perform or observe any Guaranteed Servicer Obligation (or to cause the same to be performed or observed) that Beneficiary shall have first made any request of or demand upon or given any notice to the Servicer or its successors or assigns, or have instituted any action or proceeding against the Servicer or its successors or assigns in respect thereof. Notwithstanding anything to the contrary contained in this Performance Guaranty, the obligations of the Servicer Performance Guarantor hereunder in respect of the Servicer extent such costs and expenses are expressly limited not paid to the Guaranteed Servicer Obligations. The obligations of Party under the Servicer Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Performance GuarantorMaster Receivables Purchase Agreement.

Unconditional Undertaking; Enforcement. The Servicer Each Performance Guarantor hereby jointly, severally, unconditionally and irrevocably undertakes and agrees with and assures for the benefit of Beneficiary to cause the Administrator, the Purchasers, the Purchaser Agents, and each other Indemnified Party and Affected Person the due and punctual performance and observance by the Servicer each Covered Subsidiary (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreementtheir respective successors and assigns) of all of the terms, covenants, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer, such Covered Subsidiary to be performed or observed by each such Covered Subsidiary under each of the Servicing Agreement or any document delivered in connection with the Servicing Agreement in accordance with the terms hereof and thereof including Transaction Documents to which it is a party, including, without limitation, any agreement or obligation of the Servicer Covered Subsidiary to pay any money indemnity or make any payment in respect of any applicable dilution adjustment or repurchase obligation under the Servicing Agreement or any such other document Transaction Document (all such terms, covenants, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) Covered Subsidiary to be paid, performed or observed by the Servicer being collectively called the “Guaranteed Servicer Obligations”); provided. Without limiting the generality of the foregoing, howevereach Performance Guarantor, jointly and severally, agrees that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make if any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer Covered Subsidiary shall fail in any manner whatsoever to perform or observe any of the Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements)Transaction Document, then the Servicer each Performance Guarantor shall, after the notice described above, will itself duly and punctually perform or observe, observe or cause to be duly performed or observed, such observed the Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer any Performance Guarantor hereunder to perform or observe any Guaranteed Servicer Obligation (that the Administrator, any Purchaser, or to cause the same to be performed or observed) that Beneficiary any Purchaser Agent shall have first made any request of or demand upon or given any notice to the Servicer any Performance Guarantor, any Covered Subsidiary or its any of their respective successors or assigns, and assigns or have instituted initiated any action or proceeding against the Servicer any Performance Guarantor, any Covered Subsidiary or its any of their respective successors or and assigns in respect thereof. Notwithstanding anything The Administrator (on behalf of the Purchasers and their assigns) may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of the Servicer each Performance Guarantor hereunder in respect under this Performance Guaranty without first pursuing or exhausting any right or remedy which the Administrator or any Purchaser may have against the other Performance Guarantor, the Covered Subsidiary, any other Person, the Receivables or any other property. Each Performance Guarantor agrees that its obligations under this Performance Guaranty shall be irrevocable, joint and several. For the sake of clarity, it is expressly acknowledged that the Guaranteed Obligations do not include any recourse for non-payment or late payment of the Servicer are expressly limited Receivables due solely to the Guaranteed Servicer Obligations. The obligations bankruptcy, insolvency or lack of creditworthiness of the Servicer Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt related Obligor or for which payment of the Servicer Performance Guarantorany Guaranteed Obligations would otherwise constitute recourse to Holdings or any Covered Subsidiary for uncollectible Receivables.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and assures for the benefit of Beneficiary to cause the Administrative Agent (including, without limitation, as assignee of the SPV’s rights, interests and claims under the Purchase and Sale Agreement), the Lenders and each of the other Secured Parties the due and punctual performance and observance by each Originator and the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is together with their respective successors and assigns, collectively, the Servicer under the Servicing Agreement“Covered Entities,” and each, a “Covered Entity”) of all of the terms, covenants, indemnities, conditions, agreements agreements, undertakings, liabilities and undertakings obligations on the part of the Servicer, such Covered Entity to be performed or observed by it under the Servicing Purchase and Sale Agreement, the ABL Credit Agreement or any document delivered in connection with and each of the Servicing Agreement in accordance with the terms hereof and thereof including other Loan Documents to which such Covered Entity is a party, including, without limitation, any agreement or obligation of the Servicer such Covered Entity to pay any money indemnity or make any payment in respect of any applicable dilution adjustment or repurchase obligation under the Servicing Agreement or any such other document Loan Document, in each case on the terms and subject to the conditions and limitations set forth in the applicable Loan 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 agreements, undertakings and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) Covered Entities to be paid, performed or observed by the Servicer them being collectively called the “Guaranteed Servicer Obligations”); provided, however, that . Without limiting the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by generality of the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreementforegoing, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event Guarantor, agrees that the Servicer if any Covered Entity shall fail in any manner whatsoever to perform or observe any of the its Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements)Loan Document, then the Servicer Performance Guarantor shall, after the notice described above, will itself duly and punctually perform or observe, observe any of such Guaranteed Obligations or cause to be duly performed or observed, observed such Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to perform or observe any Guaranteed Servicer Obligation (or to cause the same to be performed or observed) observed any Guaranteed Obligation that Beneficiary the Administrative Agent, any Lender, the SPV or any other Person shall have first made any request of or demand upon or given any notice to the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or assigns, and assigns or have instituted initiated any action or proceeding against the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or and assigns in respect thereof. Notwithstanding anything The Administrative Agent (on behalf of itself, the Lenders and the other Secured Parties) may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of the Servicer Performance Guarantor hereunder in respect under this Performance Guaranty without first pursuing or exhausting any right or remedy which the Administrative Agent or any Lender may have against any Covered Entity, the SPV, any other Person, the Pool Receivables or any other property. The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be irrevocable. It is expressly acknowledged that this Performance Guaranty is not a guarantee of the Servicer are expressly limited payment of any Pool Receivables and there shall be no recourse to the Guaranteed Servicer Obligations. The obligations Performance Guarantor for any non-payment or delay in payment of any Pool Receivables solely by reason of the Servicer bankruptcy, insolvency or lack of creditworthiness or other financial inability to pay of the related Obligor or the uncollectability of any such Pool Receivables or for any Guaranteed Obligations the payment of which could otherwise constitute recourse to the Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Performance Guarantorfor uncollectible Pool Receivables.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and assures for the benefit of Beneficiary to cause the Administrative Agent (including, without limitation, as assignee of the SPV’s rights, interests and claims under the Purchase and Sale Agreement), the Purchasers and each of the other Secured Parties the due and punctual performance and observance by Mallinckrodt, the Servicer Servicer, each Originator and each Sub-Originator (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is together with their respective successors and assigns, collectively, the Servicer under the Servicing Agreement“Covered Entities”, and each, a “Covered Entity”) of all of the terms, covenants, indemnities, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer, such Covered Entity to be performed or observed by it under the Servicing Agreement or any document delivered in connection with Purchase and Sale Agreement, each Sale Agreement, as applicable, and each of the Servicing Agreement in accordance with the terms hereof and thereof including other Transaction Documents to which such Covered Entity is a party, including, without limitation, any agreement or obligation of the Servicer such Covered Entity to pay any money indemnity or make any payment in respect of any applicable dilution adjustment or repurchase obligation under the Servicing Agreement or any such other document Transaction Document, in each case on the terms and subject to the conditions set forth in 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 agreements, undertakings and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) Covered Entities to be paid, performed or observed by the Servicer them being collectively called the “Guaranteed Servicer Obligations”); provided. Without limiting the generality of the foregoing, however, that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee agrees that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make if any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer Covered Entity shall fail in any manner whatsoever to perform or observe any of the its Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements)Transaction Document, then the Servicer Performance Guarantor shall, after the notice described above, will itself duly perform or observe, or and punctually cause to be duly performed or observed, observed such Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to perform or observe any Guaranteed Servicer Obligation (or to cause the same to be performed or observed) observed any Guaranteed Obligation that Beneficiary the Administrative Agent, any Purchaser, the SPV or any other Person shall have first made any request of or demand upon or given any notice to the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or assigns, and assigns or have instituted initiated any action or proceeding against the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or and assigns in respect thereof. Notwithstanding anything The Administrative Agent (on behalf of itself, the Purchasers and the other Secured Parties) may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of the Servicer Performance Guarantor hereunder in respect under this Performance Guaranty without first pursuing or exhausting any right or remedy which the Administrative Agent or any Purchaser may have against any Covered Entity, the SPV, any other Person, the Pool Receivables or any other property. The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be irrevocable. It is expressly acknowledged that this Performance Guaranty is a guarantee of performance only and is not a guarantee of the Servicer are expressly limited payment of any Pool Receivables and there shall be no recourse to the Guaranteed Servicer Obligations. The obligations Performance Guarantor for any non-payment or delay in payment of any Pool Receivables solely by reason of the Servicer bankruptcy, insolvency or lack of creditworthiness of the related Obligor or the uncollectability of any such Pool Receivables or for any Guaranteed Obligations the payment of which could otherwise constitute recourse to the Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Performance Guarantoror any Covered Entity for uncollectible Pool Receivables.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and assures for the benefit of Beneficiary to cause the Administrative Agent (including, without limitation, as assignee of the Borrower’s rights, interests and claims under the Purchase and Sale Agreement), the Lenders and each of the other Secured Parties the due and punctual performance and observance by each Originator and the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is together with their respective successors and assigns, collectively, the Servicer under the Servicing Agreement“Covered Entities”, and each, a “Covered Entity”) of all of the terms, covenants, indemnities, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer, such Covered Entity to be performed or observed by it under the Servicing Purchase and Sale Agreement, the Receivables Financing Agreement or any document delivered in connection with and each of the Servicing Agreement in accordance with the terms hereof and thereof including other Transaction Documents to which such Covered Entity is a party, including, without limitation, any agreement or obligation of the Servicer such Covered Entity to pay any money indemnity or make any payment in respect of any applicable dilution adjustment or repurchase obligation under the Servicing Agreement or any such other document Transaction Document, in each case on the terms and subject to the conditions and limitations set forth in 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 agreements, undertakings and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) Covered Entities to be paid, performed or observed by the Servicer them being collectively called the “Guaranteed Servicer Obligations”); provided. Without limiting the generality of the foregoing, however, that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee agrees that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make if any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer Covered Entity shall fail in any manner whatsoever to perform or observe any of the its Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements)Transaction Document, then the Servicer Performance Guarantor shall, after the notice described above, will itself duly and punctually perform or observe, observe any of such Guaranteed Obligations or cause to be duly performed or observed, such Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to perform or observe any Guaranteed Servicer Obligation (or to cause the same to be performed or observed) observed any Guaranteed Obligation that Beneficiary the Administrative Agent, any Lender, the Borrower or any other Person shall have first made any request of or demand upon or given any notice to the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or assigns, and assigns or have instituted initiated any action or proceeding against the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or and assigns in respect thereof. Notwithstanding anything The Administrative Agent (on behalf of itself, the Lenders and the other Secured Parties) may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of the Servicer Performance Guarantor hereunder in respect under this Performance Guaranty without first pursuing or exhausting any right or remedy which the Administrative Agent or any Lender may have against any Covered Entity, the Borrower, any other Person, the Pool Receivables or any other property. The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be irrevocable. Notwithstanding anything contained herein to the contrary, it is expressly acknowledged that this Performance Guaranty is not a guarantee of the Servicer are expressly limited payment of any Pool Receivables and there shall be no recourse to the Guaranteed Servicer Obligations. The obligations Performance Guarantor for any non-payment or delay in payment of any Pool Receivables solely by reason of the Servicer bankruptcy, insolvency or lack of creditworthiness or other financial inability to pay of the related Obligor or the uncollectability of any such Pool Receivables or for any Guaranteed Obligations the payment of which could otherwise constitute recourse to the Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Performance Guarantorfor uncollectible Pool Receivables.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby absolutely, unconditionally and irrevocably undertakes guarantees and agrees with and assures, for the benefit of Beneficiary to cause Administrative Agent and the other Secured Parties, the due and punctual performance and observance by the each Originator and Sub-Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreementtheir respective successors and assigns) of all of the terms, covenants, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer, each such Originator or Sub-Servicer to be performed or observed by each such Originator or Sub-Servicer under each of the Servicing Agreement or any document delivered in connection with the Servicing Agreement in accordance with the terms hereof and thereof including Transaction Documents to which it is a party, including, without limitation, any agreement or obligation of the any such Originator or Sub-Servicer to pay any money under the Servicing Agreement indemnity or any agreement or obligation of any such other document Originator or Sub-Servicer to make any payment in respect of any applicable dilution adjustment or repurchase obligation under any such Transaction Document (all such terms, covenants, conditions, agreements agreements, undertakings and undertakings obligations on the part of the each Originator or Sub-Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) to be paid, performed or observed by the Servicer being collectively called the “Guaranteed Servicer Obligations”); provided, howeverin each case, that on the Servicer terms and subject to the conditions and limitations set forth in the applicable Transaction Documents. For the avoidance of doubt and without limiting the foregoing, the Guaranteed Obligations shall not include the obligation of any Obligor to pay or perform its obligations under a Contract. Without limiting the generality of the foregoing, the Performance Guarantor shall not be required to make agrees that if any Originator or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Sub-Servicer shall fail in any manner whatsoever to perform or observe any of the Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirementsTransaction Document (such Guaranteed Obligations, the “Performance Guarantor Obligations”), then the Servicer Performance Guarantor shall, after the notice described above, will itself duly and punctually perform or observe, observe or cause to be duly performed or observed, such observed the Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to perform or to observe any Guaranteed Servicer Obligation (that the Administrative Agent, or to cause the same to be performed or observed) that Beneficiary any other Secured Party, shall have first made any request of or demand upon or given any notice to the Performance Guarantor, any applicable Originator or Sub-Servicer or its any of their respective successors or assigns, and assigns or have instituted initiated any action or proceeding against the Performance Guarantor, any applicable Originator or Sub-Servicer or its any of their respective successors or and assigns in respect thereof. Notwithstanding anything The Administrative Agent (on behalf of the Secured Parties and their assigns) may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of the Servicer Performance Guarantor hereunder in respect under this Performance Guaranty without first pursuing or exhausting any right or remedy which the Administrative Agent or any other Secured Party may have against any applicable Originator or Sub-Servicer, any other Person, the Receivables or any other property. The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be irrevocable. Notwithstanding the foregoing, the performance of any Performance Guarantor Obligation by the Performance Guarantor is subject to the same rights, privileges and defenses regarding performance that have been granted to the applicable Originator or Sub-Servicer under the applicable Transaction Document. It is expressly acknowledged that this Performance Guaranty is a guarantee of performance only and is not a guarantee of the Servicer are expressly limited payment of any Pool Receivables and there shall be no recourse to the Guaranteed Servicer Obligations. The obligations Performance Guarantor for any non-payment or delay in payment of any Pool Receivables solely by reason of bankruptcy, insolvency or lack of credit worthiness or other financial inability to pay of the Servicer related Obligor or the uncollectibility of any such Pool Receivables or for any Guaranteed Obligations the payment of which could otherwise constitute recourse to the Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Performance Guarantoror any other Sylvamo Party for uncollectible Pool Receivables.

Unconditional Undertaking; Enforcement. The Servicer Originator Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of Beneficiary the Issuer to cause the due performance and observance by the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) each Originator of all of the terms, covenants, conditions, agreements and undertakings on the part of the Servicersuch Originator, to be performed or observed under the Servicing First Tier Agreement or any document delivered in connection with the Servicing First Tier Agreement in accordance with the terms hereof and thereof including any agreement of the Servicer such Originator to pay any money under the Servicing First Tier Agreement or any such other document (all such terms, covenants, conditions, agreements and undertakings on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) Originator to be performed or observed by the Servicer such Originator being collectively called the “Guaranteed Servicer Originator Obligations”); provided, however, that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer any Originator shall fail in any manner whatsoever to perform or observe any of the Guaranteed Servicer Originator Obligations when the same shall be required to be performed or observed under the Servicing First Tier Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirementsperiod), then the Servicer Originator Performance Guarantor shall, after the notice described above, will itself duly perform or observe, or cause to be duly performed or observed, such Guaranteed Servicer Originator Obligation, and it shall not be a condition to the accrual of the obligation of the Servicer Originator Performance Guarantor hereunder to perform or observe any Guaranteed Servicer Originator Obligation (or to cause the same to be performed or observed) that Beneficiary the Issuer shall have first made any request of or demand upon or given any notice to the Servicer Originator Performance Guarantor or its successors or assignsto any Originator, or have instituted any action or proceeding against the Servicer Originator Performance Guarantor or its successors or assigns any Originator in respect thereof. Notwithstanding anything to the contrary contained in this Performance Guaranty, the obligations of the Servicer Originator Performance Guarantor hereunder in respect of the Servicer Originators are expressly limited to the Guaranteed Servicer Originator Obligations. The obligations of the Servicer Originator Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Originator Performance Guarantor.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and assures for the benefit of Beneficiary to cause the Administrative Agent (including, without limitation, as holder of a security interest in the Borrower’s rights, interests and claims under the Sale and Contribution Agreement), the Lenders and each of the other Secured Parties the due and punctual performance and observance by Alliance and each other Originator (together with their respective successors and assigns, collectively, the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement“Covered Entities”, and each, a “Covered Entity”) of all of the terms, covenants, indemnities, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer, such Covered Entity to be performed or observed by it under the Servicing Purchase and Sale Agreement, the Receivables Financing Agreement or any document delivered in connection with and each of the Servicing Agreement in accordance with the terms hereof and thereof including other Transaction Documents to which such Covered Entity is a party, including, without limitation, any agreement or obligation of the Servicer such Covered Entity to pay any money indemnity or make any payment in respect of any applicable dilution adjustment or repurchase obligation under the Servicing Agreement or any such other document Transaction Document, in each case on the terms and subject to the conditions and exclusions set forth in this 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 agreements, undertakings and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) Covered Entities to be paid, performed or observed by the Servicer them being collectively called the “Guaranteed Servicer Obligations”); provided. Without limiting the generality of the foregoing, howeverbut subject to all of the conditions and exclusions contained in the Sale Agreements, that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee agrees that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make if any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer Covered Entity shall fail in any manner whatsoever to perform or observe any of the its Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements)Transaction Document, then the Servicer Performance Guarantor shall, after the notice described above, will itself duly and punctually perform or observe, observe or cause to be duly performed or observed, observed such Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to perform or observe any Guaranteed Servicer Obligation (or to cause the same to be performed or observed) observed any Guaranteed Obligation that Beneficiary the Administrative Agent, any Lender, the Borrower or any other Person shall have first made any request of or demand upon or given any notice to the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or assigns, and assigns or have instituted initiated any action or proceeding against the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or and assigns in respect thereof. The Administrative Agent (on behalf of itself, the Lenders and the other Secured Parties) may proceed to enforce the obligations of the Performance Guarantor under this Performance Guaranty without first pursuing or exhausting any right or remedy which the Administrative Agent or any Lender may have against any Covered Entity, the Borrower, any other Person, the Pool Receivables or any other property. The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be irrevocable. Notwithstanding anything to the contrary contained in herein, it is expressly acknowledged that this Performance Guaranty, the obligations Guaranty is a guarantee of performance only and is not a guarantee of the Servicer payment of any Pool Receivables and there shall be no recourse to the Performance Guarantor hereunder for any non-payment or delay in respect payment of any Pool Receivables solely by reason of the Servicer are expressly limited bankruptcy, insolvency or lack of creditworthiness of the related Obligor or the uncollectability of any such Pool Receivables or for any Guaranteed Obligations the payment of which could otherwise constitute recourse to the Guaranteed Servicer Obligations. The obligations of the Servicer Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Performance Guarantoror any Covered Entity for uncollectible Pool Receivables.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and assures for the benefit of Beneficiary to cause the Administrator and each of the other Beneficiaries the due and punctual performance and observance by the Servicer each Originator (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreementtheir respective successors and assigns) of all of the terms, covenants, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer, each such Originator to be performed or observed by each such Person under each of the Servicing Agreement or any document delivered in connection with the Servicing Agreement in accordance with the terms hereof and thereof including Transaction Documents to which it is a party, including, without limitation, any agreement or obligation of the Servicer any such Originator to pay any money indemnity or make any payment in respect of any applicable dilution adjustment or repurchase obligation under the Servicing Agreement or any such other document 708437713 08057100 Transaction Document (all such terms, covenants, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) each Originator to be paid, performed or observed by the Servicer being collectively called the “Guaranteed Servicer Obligations”); provided. Without limiting the generality of the foregoing, however, that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee agrees that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make if any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer Originator shall fail in any manner whatsoever to perform or observe any of the Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements)Transaction Document, then the Servicer Performance Guarantor shall, after the notice described above, will itself duly and punctually perform or observe, observe or cause to be duly performed or observed, such observed the Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to perform or to observe any Guaranteed Servicer Obligation (that the Administrator or to cause the same to be performed or observed) that any other Beneficiary shall have first made any request of or demand upon or given any notice to the Servicer Performance Guarantor, any applicable Originator or its any of their respective successors or assigns, and assigns or have instituted initiated any action or proceeding against the Servicer Performance Guarantor, any applicable Originator or its any of their respective successors or and assigns in respect thereof. Notwithstanding anything The Administrator (on behalf of each of the Beneficiaries) may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of the Servicer Performance Guarantor hereunder in respect under this Performance Guaranty without first pursuing or exhausting any right or remedy which the Administrator or any other Beneficiary may have against any applicable Originator, any other Person, the Receivables or any other property. The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be irrevocable. For the sake of clarity, it is expressly acknowledged that the Guaranteed Obligations do not include any recourse for non-payment or late payment of the Servicer are expressly limited Receivables due solely to the Guaranteed Servicer Obligations. The obligations bankruptcy, insolvency or lack of creditworthiness of the Servicer related Obligor or for which payment of any Guaranteed Obligations would otherwise constitute recourse to the Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Performance Guarantoror any Originator for uncollectible Receivables.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and assures for the benefit of Beneficiary to cause the Administrative Agent (including, without limitation, as assignee of the SPV’s rights, interests and claims under the Purchase and Sale Agreement), the Purchasers and each of the other Secured Parties the due and punctual performance and observance by Mallinckrodt, the Servicer and each Originator (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is together with their respective successors and assigns, collectively, the Servicer under the Servicing Agreement“Covered Entities”, and each, a “Covered Entity”) of all of the terms, covenants, indemnities, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer, such Covered Entity to be performed or observed by it under the Servicing Purchase and Sale Agreement or any document delivered in connection with and each of the Servicing Agreement in accordance with the terms hereof and thereof including other Transaction Documents to which such Covered Entity is a party, including, without limitation, any agreement or obligation of the Servicer such Covered Entity to pay any money indemnity or make any payment in respect of any applicable dilution adjustment or repurchase obligation under the Servicing Agreement or any such other document Transaction Document, in each case on the terms and subject to the conditions set forth in 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 agreements, undertakings and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) Covered Entities to be paid, performed or observed by the Servicer them being collectively called the “Guaranteed Servicer Obligations”); provided. Without limiting the generality of the foregoing, however, that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee agrees that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make if any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer Covered Entity shall fail in any manner whatsoever to perform or observe any of the its Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements)Transaction Document, then the Servicer Performance Guarantor shall, after the notice described above, will itself duly perform or observe, or and punctually cause to be duly performed or observed, observed such Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to perform or observe any Guaranteed Servicer Obligation (or to cause the same to be performed or observed) observed any Guaranteed Obligation that Beneficiary the Administrative Agent, any Purchaser, the SPV or any other Person shall have first made any request of or demand upon or given any notice to the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or assigns, and assigns or have instituted initiated any action or proceeding against the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or and assigns in respect thereof. Notwithstanding anything The Administrative Agent (on behalf of itself, the Purchasers and the other Secured Parties) may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of the Servicer Performance Guarantor hereunder in respect under this Performance Guaranty without first pursuing or exhausting any right or remedy which the Administrative Agent or any Purchaser may have against any Covered Entity, the SPV, any other Person, the Pool Receivables or any other property. The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be irrevocable. It is expressly acknowledged that this Performance Guaranty is a guarantee of performance only and is not a guarantee of the Servicer are expressly limited payment of any Pool Receivables and there shall be no recourse to the Guaranteed Servicer Obligations. The obligations Performance Guarantor for any non-payment or delay in payment of any Pool Receivables solely by reason of the Servicer bankruptcy, insolvency or lack of creditworthiness of the related Obligor or the uncollectability of any such Pool Receivables or for any Guaranteed Obligations the payment of which could otherwise constitute recourse to the Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Performance Guarantoror any Covered Entity for uncollectible Pool Receivables.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and assures for the benefit of Beneficiary to cause the Administrative Agent (including, without limitation, as assignee of the Borrower’s rights, interests and claims under the Purchase and Sale Agreement), the Lenders and each of the other Secured Parties the due and punctual performance and observance by each Originator, Foresight and the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is together with their respective successors and assigns, collectively, the Servicer under the Servicing Agreement“Covered Entities”, and each, a “Covered Entity”) of all of the terms, covenants, indemnities, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer, such Covered Entity to be performed or observed by it under the Servicing Purchase and Sale Agreement, the Receivables Financing Agreement or any document delivered in connection with and each of the Servicing Agreement in accordance with the terms hereof and thereof including other Transaction Documents to which such Covered Entity is a party, including, without limitation, any agreement or obligation of the Servicer such Covered Entity to pay any money indemnity or make any payment in respect of any applicable dilution adjustment or repurchase obligation under the Servicing Agreement or any such other document Transaction Document, in each case on the terms and subject to the conditions set forth in 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 agreements, undertakings and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) Covered Entities to be paid, performed or observed by the Servicer them being collectively called the “Guaranteed Servicer Obligations”); provided. Without limiting the generality of the foregoing, however, that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee agrees that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make if any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer Covered Entity shall fail in any manner whatsoever to perform or observe any of the its Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements)Transaction Document, then the Servicer Performance Guarantor shall, after the notice described above, will itself duly and punctually perform or observe, observe or cause to be duly performed or observed, observed such Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to perform or observe any Guaranteed Servicer Obligation (that the Administrative Agent, any Lender, any Group Agent, the Borrower or to cause the same to be performed or observed) that Beneficiary any other Person shall have first made any request of or demand upon or given any notice to the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or assigns, and assigns or have instituted initiated any action or proceeding against the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or and assigns in respect thereof. Notwithstanding anything The Administrative Agent (on behalf of itself, the Lenders, the Group Agents and the other Secured Parties) may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of the Servicer Performance Guarantor hereunder in respect of under this Performance Guaranty without first pursuing or exhausting any right or remedy which the Servicer are expressly limited to Administrative Agent, any Group Agent or any Lender may have against any Covered Entity, the Guaranteed Servicer ObligationsBorrower, any other Person, the Pool Receivables or any other property. The obligations of the Servicer Performance Guarantor hereunder agrees that its obligations under this Performance Guaranty shall rank pari passu with the senior unsecured debt of the Servicer Performance Guarantor.be

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and assures for the benefit of Beneficiary to cause the Administrator (including, without limitation, as assignee of the SPV’s rights, interests and claims under the Sale Agreement) and the Credit Parties the due and punctual performance and observance by the Servicer OC Sales and each Originator (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is its successors and assigns, collectively the Servicer under the Servicing Agreement“Covered Entities”, and each, a “Covered Entity”) of all of the terms, covenants, indemnities, conditions, agreements agreements, undertakings, and undertakings obligations on the part of the Servicer, such Covered Entity to be performed or observed by it under the Servicing Sale Agreement, the Receivables Purchase Agreement or any document delivered in connection with and each of the Servicing Agreement in accordance with the terms hereof and thereof including other Transaction Documents to which such Covered Entity is a party, including, without limitation, any agreement or obligation of the Servicer such Covered Entity to pay any money indemnity or make any payment in respect of any applicable dilution adjustment, deemed collection or repurchase obligation under the Servicing Agreement or any such other document Transaction Document, in each case, on the terms and subject to the conditions set forth in 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 agreements, undertakings, and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) Covered Entities to be paid, performed or observed by the Servicer it being collectively called the “Guaranteed Servicer Obligations”); provided. Without limiting the generality of the foregoing, however, that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee agrees that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make if any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer Covered Entity shall fail in any manner whatsoever to perform or observe any of the its Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements)Transaction Document, then the Servicer Performance Guarantor shall, after the notice described above, will itself duly and punctually perform or observe, observe (or cause to be duly performed or observed, ) such Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to perform or to observe any Guaranteed Servicer Obligation (or to cause the same to be performed or observed) any Guaranteed Obligation that Beneficiary the Administrator, any Purchaser, any Purchaser Agent, the SPV or any other Person shall have first made any request of or demand upon or given any notice to the Servicer Performance Guarantor, any Covered Entity, the SPV or its any of their respective successors or assigns, and assigns or have instituted initiated any action or proceeding against the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or and assigns in respect thereof. Notwithstanding anything The Administrator (on behalf of itself, the other Credit Parties and their respective successors and assigns) may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of the Servicer Performance Guarantor hereunder in respect under this Performance Guaranty without first pursuing or exhausting any right or remedy which the Administrator, any Purchaser Agent or any Purchaser may have against any Covered Entity, the SPV, any other Person, the Pool Receivables or any other property. The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be irrevocable. It is expressly acknowledged that the Guaranteed Obligations do not include any recourse for any non-payment or late payment of the Servicer are expressly limited Pool Receivables solely due to the Guaranteed Servicer Obligations. The obligations bankruptcy, insolvency or lack of creditworthiness of the Servicer related Obligor or for which payment of any Guaranteed Obligations would otherwise constitute recourse to the Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Performance Guarantoror any Covered Entity for uncollectible Pool Receivables.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and assures for the benefit of Beneficiary to cause the Administrator (including, without limitation, as assignee of the SPV’s rights, interests and claims under the Sale Agreement), the Purchasers and the Purchaser Agents the due and punctual performance and observance by the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) of all each Covered Subsidiary of the terms, covenants, indemnities, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer, such Covered Subsidiary to be performed or observed by it under the Servicing Sale Agreement, the Receivables Purchase Agreement or any document delivered (in connection with the Servicing Agreement in accordance with case of Celanese International) and each of the terms hereof and thereof including other Transaction Documents to which such Covered Subsidiary is a party, including, without limitation, any agreement or obligation of the Servicer such Covered Subsidiary to pay any money indemnity or make any payment in respect of any applicable dilution adjustment or repurchase obligation under the Servicing Agreement or any such other document Transaction Document, in each case on and subject to the conditions set forth in the applicable Transaction Documents as the same shall be amended or otherwise modified and in effect from time to time (all such terms, covenants, indemnities, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) Covered Subsidiaries to be paid, performed or observed by the Servicer them being collectively called the “Guaranteed Servicer Obligations”); provided. Without limiting the generality of the foregoing, however, that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee agrees that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make if any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer Covered Subsidiary shall fail in any manner whatsoever to perform or observe any of the its Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements)Transaction Document, then the Servicer Performance Guarantor shall, after the notice described above, will itself duly and punctually perform or observe, observe or cause to be duly performed or observed, observed such Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to perform or to observe any Guaranteed Servicer Obligation (that the Administrator, any Purchaser, any Purchaser Agent, the SPV or to cause the same to be performed or observed) that Beneficiary any other Person shall have first made any request of or demand upon or given any notice to the Servicer Performance Guarantor, any Covered Subsidiary, the SPV or its any of their respective successors or assigns, and permitted assigns or have instituted initiated any action or proceeding against the Servicer Performance Guarantor, any Covered Subsidiary, the SPV or its any of their respective successors or and permitted assigns in respect thereof. Notwithstanding anything The Administrator (on behalf of itself, the Purchasers, the Purchaser Agents and their respective successors and permitted assigns) may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of the Servicer Performance Guarantor hereunder in respect under this Performance Guaranty without first pursuing or exhausting any right or remedy which the Administrator, any Purchaser Agent or any Purchaser may have against any Covered Subsidiary, the SPV, any other Person, the Pool Receivables or any other property. The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be irrevocable. For the sake of clarity, it is expressly acknowledged that this Performance Guaranty is not a guarantee of the Servicer are expressly limited payment of any Pool Receivables and there shall be no recourse to the Guaranteed Servicer Obligations. The obligations Performance Guarantor for any non-payment or delay in payment of any Pool Receivables solely by reason of the Servicer bankruptcy, insolvency or lack of creditworthiness of the related Obligor or the uncollectability of any such Pool Receivables or for any Guaranteed Obligations the payment of which could otherwise constitute recourse to the Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Performance Guarantoror any Covered Subsidiary for uncollectible Pool Receivables.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of Beneficiary the Owners and their respective permitted assignees to cause the due performance and observance by the Servicer (for so long as Synchrony Financial Monogram or any Affiliate of Synchrony Bank GE Capital is the Servicer under the Servicing Agreement) and its assigns of all of the terms, covenants, conditions, agreements and undertakings on the part of the Servicer, to be performed or observed under the Servicing Agreement or any document delivered in connection with the Servicing Agreement in accordance with the terms hereof and thereof including any agreement of the Servicer to pay any money under the Servicing Agreement or any such other document (all such terms, covenants, conditions, agreements and undertakings on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) to be performed or observed by the Servicer being collectively called the “Guaranteed Servicer Obligations”); provided, however, that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer shall fail in any manner whatsoever to perform or observe any of the Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirementsperiod), then the Servicer Performance Guarantor shall, after the notice described above, will itself duly perform or observe, or cause to be duly performed or observed, such Guaranteed Servicer Obligation, and it shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to perform or observe any Guaranteed Servicer Obligation (or to cause the same to be performed or observed) that Beneficiary either Owner or its permitted assignees shall have first made any request of or demand upon or given any notice to the Servicer Performance Guarantor or to the Servicer or its successors or assigns, or have instituted any action or proceeding against the Servicer Performance Guarantor or the Servicer or its successors or assigns in respect thereof. Notwithstanding anything to the contrary contained in this Performance Guaranty, the obligations of the Servicer Performance Guarantor hereunder in respect of the Servicer are expressly limited to the Guaranteed Servicer Obligations. The obligations of the Servicer Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Performance Guarantor.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor Company hereby unconditionally and irrevocably undertakes and agrees with and assures for the benefit of Beneficiary to cause the Administrator, the Purchasers, and each other Secured Party the due and punctual performance and observance by the Servicer each Covered Subsidiary (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreementsuch Covered Subsidiary’s successors and assigns) of all of the terms, covenants, indemnities, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer, such Covered Subsidiary to be performed or observed by each such Covered Subsidiary under each of the Servicing Agreement or any document delivered in connection with the Servicing Agreement in accordance with the terms hereof and thereof including Transaction Documents to which it is a party, including, without limitation, any agreement or obligation of the Servicer each Covered Subsidiary to pay any money indemnity or make any payment or transfer of funds in respect of any applicable dilution adjustment or repurchase obligation under the Servicing Agreement or any such other document Transaction Document (all such terms, covenants, indemnities, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) each Covered Subsidiary to be paid, performed or observed by the Servicer being collectively called the “Guaranteed Servicer Obligations”); provided, however, that . Without limiting the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by generality of the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreementforegoing, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event Company agrees that the Servicer if any Covered Subsidiary shall fail in any manner whatsoever to perform or observe any of the Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements)Transaction Document, 718662666 05148526 then the Servicer Performance Guarantor shall, after the notice described above, Company will itself duly and punctually perform or observe, observe or cause to be duly performed or observed, such observed the Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor Company hereunder to perform or observe any Guaranteed Servicer Obligation (that the Administrator or to cause the same to be performed or observed) that Beneficiary any other Secured Party shall have first made any request of or demand upon or given any notice to the Servicer Company, any Covered Subsidiary or its any of their respective successors or assigns, and assigns or have instituted initiated any action or proceeding against the Servicer Company, any Covered Subsidiary or its any of their respective successors or and assigns in respect thereof. Notwithstanding anything The Administrator (on behalf of the Secured Parties) may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of the Servicer Company under this Performance Guarantor hereunder in respect Guaranty without first pursuing or exhausting any right or remedy which the Administrator or any other Secured Party may have against such Covered Subsidiary, any other Person, the Receivables or any other property. The Company agrees that its obligations under this Performance Guaranty shall be irrevocable. For the sake of clarity, it is expressly acknowledged that the Guaranteed Obligations do not include any recourse for non- payment or late payment of the Servicer are expressly limited Receivables due solely to the Guaranteed Servicer Obligations. The obligations bankruptcy, insolvency or lack of creditworthiness of the Servicer Performance Guarantor hereunder shall rank pari passu with related Obligor or for which payment of any Guaranteed Obligations would otherwise constitute recourse to the senior unsecured debt of the Servicer Performance GuarantorCompany or any Covered Subsidiary for uncollectible Receivables.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby unconditionally and irrevocably undertakes undertakes, agrees and agrees with and assures for the benefit of Beneficiary the Purchaser and its permitted assigns and participants (the “Beneficiaries”) to cause the due and punctual payment, performance and observance by the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) each Guaranteed Entity of all of the terms, covenants, indemnities, conditions, agreements agreements, undertakings, liabilities and undertakings other obligations on the part of the Servicer, such Guaranteed Entity to be paid, performed or observed by it under the Servicing Purchase Agreement or any and each of the other Transaction Documents to which such Guaranteed Entity is a party and each other document executed and delivered by such Guaranteed Entity in connection with the Servicing Agreement in accordance with the terms hereof and thereof including any agreement of the Servicer to pay foregoing, including, without limitation, the punctual payment when due of all obligations of any money Guaranteed Entity now or hereafter existing under the Servicing Agreement Purchase Agreement, the other Transaction Documents or any such other document agreement, whether for Repurchase Events, indemnification payments, fees or expenses or otherwise, and the performance of any of its duties as a Seller, in each case on the terms set forth in 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 agreements, undertakings and undertakings on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) to be performed or observed by the Servicer other obligations being collectively called the “Guaranteed Servicer Obligations”); provided, however, that . Without limiting the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by generality of the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreementforegoing, the Servicer Performance Guarantor shall be required to cause such performance on agrees that if the day of receipt of such written notice. In the event that the Servicer Guaranteed Entity shall fail in any manner whatsoever to pay, perform or observe any of the Guaranteed Servicer its Obligations when the same shall be required to be paid, performed or observed under the Servicing Purchase Agreement or any such other document Transaction Document (after giving effect subject to any applicable grace or cure periods or notice requirementsset forth in the Transaction Documents), then the Servicer Performance Guarantor shall, after the notice described above, will itself duly and punctually pay, perform or observe, observe any of such Obligations or cause to be duly and punctually paid, performed or observed, observed such Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to pay, perform or observe any Guaranteed Servicer Obligation (or to cause the same to be paid, performed or observed) ), any Obligation that Beneficiary the Purchaser shall have first made any request of or demand upon or given any notice to the Servicer Guarantor, the Guaranteed Entity or its any of their respective successors or assigns, or have instituted any action or proceeding against the Servicer or its successors or assigns in respect thereof. Notwithstanding anything The Purchaser may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of the Servicer Performance Guarantor hereunder under this Undertaking without first pursuing or exhausting any right or remedy which the Purchaser may have against the Guaranteed Entity, the Seller, any other Person, the Receivables or any other collateral or property. The Guarantor agrees that its obligations under this Undertaking shall be absolute and irrevocable. It is expressly acknowledged that this Undertaking is not a guarantee of the payment of any Receivables and there shall be no recourse to the Guarantor (i) for any non-payment or delay in payment of any Receivables or losses in respect of Receivables, in each case, that are uncollectible on account of the Servicer are expressly limited insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Account Debtor or (ii) for any Obligations the payment of which would constitute recourse to the Guaranteed Servicer Obligations. The obligations Guarantor for uncollectible Receivables by reason of the Servicer Performance Guarantor hereunder shall rank pari passu with financial inability to pay, an Insolvency Event, or lack of creditworthiness, or the senior unsecured debt financial or credit condition or financial default, of the Servicer Performance Guarantorrelated Account Debtor.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and assures for the benefit of Beneficiary to cause the Administrative Agent (including, without limitation, as assignee of the Seller’s rights, interests and claims under each Purchase and Sale Agreement), the Purchasers and each of the other Secured Parties the due and punctual performance and observance by each Originator (other than itself) (together with their respective successors and assigns, collectively, the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement“Covered Entities,” and each, a “Covered Entity”) of all of the terms, covenants, indemnities, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer, such Covered Entity to be performed or observed by it under each Purchase and Sale Agreement, the Servicing Receivables Purchase Agreement or any document delivered in connection with and each of the Servicing Agreement in accordance with the terms hereof and thereof including other Transaction Documents to which such Covered Entity is a party, including, without limitation, any agreement or obligation of the Servicer such Covered Entity to pay any money indemnity or make any payment in respect of any applicable purchase price adjustment, Deemed Collection or repurchase obligation under the Servicing Agreement or any such other document Transaction Document, in each case on the terms and subject to the conditions and limitations set forth in the applicable Transaction Documents (including as set forth herein) 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 agreements, undertakings and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) Covered Entities to be paid, performed or observed by the Servicer them being collectively called the “Guaranteed Servicer Obligations”); provided. Without limiting the generality of the foregoing, however, that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee agrees that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make if any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer Covered Entity shall fail in any manner whatsoever to perform or observe any of the its Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements)Transaction Document, then the Servicer Performance Guarantor shall, after the notice described above, will itself duly and punctually perform or observe, observe or cause to be duly performed or observed, observed such Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to perform or observe any Guaranteed Servicer Obligation (that the Administrative Agent, any Purchaser, the Seller or to cause the same to be performed or observed) that Beneficiary any other Person shall have first made any request of or demand upon or given any notice to the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or assigns, and assigns or have instituted initiated any action or proceeding against the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or and assigns in respect thereof. Notwithstanding anything The Administrative Agent (on behalf of itself, the Purchasers and the other Secured Parties and their assigns) may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of the Servicer Performance Guarantor hereunder under this Performance Guaranty without first pursuing or exhausting any right or remedy which the Administrative Agent or any Purchaser or other Secured Party may have against any Covered Entity, the Seller, any other Person, the Pool Receivables or any other property. The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be irrevocable throughout the entire time during which any Transaction Document remains in respect full force and effect or any Guaranteed Obligation remains outstanding and unperformed. It is expressly acknowledged that this Performance Guaranty is a guarantee of performance only and is not a guarantee of the Servicer are expressly limited payment of any Pool Receivable and there shall be no recourse to the Guaranteed Servicer Obligations. The obligations Performance Guarantor for any non-payment or delay in payment of any Pool Receivable solely by reason of the Servicer Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt bankruptcy, insolvency or lack of creditworthiness of the Servicer Performance Guarantorrelated Obligor.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and assures for the benefit of Beneficiary to cause the Administrative Agent (including, without limitation, as assignee of the Borrower’s rights, interests and claims under the Purchase and Sale Agreement), the Lenders and each of the other Secured Parties the due and punctual performance and observance by each Originator and the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is together with their respective successors and assigns, collectively, the Servicer under the Servicing Agreement“Covered Entities”, and each, a “Covered Entity”) of all of the terms, covenants, indemnities, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer, such Covered Entity to be performed or observed by it under the Servicing Purchase and Sale Agreement, the Receivables Financing Agreement or any document delivered in connection with and each of the Servicing Agreement in accordance with the terms hereof and thereof including other Transaction Documents to which such Covered Entity is a party, including, without limitation, any agreement or obligation of the Servicer such Covered Entity to pay any money indemnity or make any payment in respect of any applicable dilution adjustment or repurchase obligation under the Servicing Agreement or any such other document Transaction Document, in each case on the terms and subject to the conditions and limitations set forth in 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 agreements, undertakings and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) Covered Entities to be paid, performed or observed by the Servicer them being collectively called the “Guaranteed Servicer Obligations”); provided. Without limiting the generality of the foregoing, however, that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee agrees that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make if any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer Covered Entity shall fail in any manner whatsoever to perform or observe any of the its Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements)Transaction Document, then the Servicer Performance Guarantor shall, after the notice described above, will itself duly and punctually perform or observe, observe any of such Guaranteed Obligations or cause to be duly performed or observed, such Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to perform or observe any Guaranteed Servicer Obligation (or to cause the same to be performed or observed) observed any Guaranteed Obligation that Beneficiary the Administrative Agent, any Lender, the Borrower or any other Person shall have first made any request of or demand upon or given any notice to the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or assigns, and assigns or have instituted initiated any action or proceeding against the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or and assigns in respect thereof. Notwithstanding anything The Administrative Agent (on behalf of itself, the Lenders and the other Secured Parties) may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of the Servicer Performance Guarantor hereunder in respect under this Performance Guaranty without first pursuing or exhausting any right or remedy which the Administrative Agent or any Lender may have against any Covered Entity, the Borrower, any other Person, the Pool Receivables or any other property. The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be irrevocable. It is expressly acknowledged that this Performance Guaranty is not a guarantee of the Servicer are expressly limited payment of any Pool Receivables and there shall be no recourse to the Guaranteed Servicer Obligations. The obligations Performance Guarantor for any non-payment or delay in payment of any Pool Receivables solely by reason of the Servicer bankruptcy, insolvency or lack of creditworthiness or other financial inability to pay of the related Obligor or the uncollectability of any such Pool Receivables or for any Guaranteed Obligations the payment of which could otherwise constitute recourse to the Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Performance Guarantorfor uncollectible Pool Receivables.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and assures for the benefit of Beneficiary to cause the Administrator and each of the other Beneficiaries the due and punctual performance and observance by the Servicer each Originator (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreementtheir respective successors and assigns) of all of the terms, covenants, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer, each such Originator to be performed or observed by each such Person under each of the Servicing Agreement or any document delivered in connection with the Servicing Agreement in accordance with the terms hereof and thereof including Transaction Documents to which it is a party, including, without limitation, any agreement or obligation of the Servicer any such Originator to pay any money indemnity or make any payment in respect of any applicable dilution adjustment or repurchase obligation under the Servicing Agreement or any such other document Transaction Document (all such terms, covenants, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) each Originator to be paid, performed or observed by the Servicer being collectively called the “Guaranteed Servicer Obligations”); provided. Without limiting the generality of the foregoing, however, that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee agrees that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make if any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer Originator shall fail in any manner whatsoever to perform or observe any of the Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements)Transaction Document, then the Servicer Performance Guarantor shall, after the notice described above, will itself duly and punctually perform or observe, observe or cause to be duly performed or observed, such observed the Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to perform or to observe any Guaranteed Servicer Obligation (that the Administrator or to cause the same to be performed or observed) that any other Beneficiary shall have first made any request of or demand upon or given any notice to the Servicer Performance Guarantor, any applicable Originator or its any of their respective successors or assigns, and assigns or have instituted initiated any action or proceeding against the Servicer Performance Guarantor, any applicable Originator or its any of their respective successors or and assigns in respect thereof. Notwithstanding anything The Administrator (on behalf of each of the Beneficiaries) may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of the Servicer Performance Guarantor hereunder in respect under this Performance Guaranty without first pursuing or exhausting any right or remedy which the Administrator or any other Beneficiary may have against any applicable Originator, any other Person, the Receivables or any other property. The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be irrevocable. For the sake of clarity, it is expressly acknowledged that the Guaranteed Obligations do not include any recourse for non-payment or late payment of the Servicer are expressly limited Receivables due solely to the Guaranteed Servicer Obligations. The obligations bankruptcy, insolvency or lack of creditworthiness of the Servicer related Obligor or for which payment of any Guaranteed Obligations would otherwise constitute recourse to the Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Performance Guarantoror any Originator for uncollectible Receivables.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and assures for the benefit of Beneficiary to cause the Administrator (including, without limitation, as assignee of the SPV’s rights, interests and claims under the Sale Agreement), the Lenders and each of the other Secured Parties the due and punctual performance and observance by each Originator and the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is together with their respective successors and assigns, collectively, the Servicer under the Servicing Agreement“Covered Entities”, and each, a “Covered Entity”) of all of the terms, covenants, representations, warranties, indemnities, conditions, agreements agreements, undertakings, and undertakings obligations on the part of the Servicer, such Covered Entity to be performed or observed by such Covered Entity under the Servicing Sale Agreement, the Receivables Financing Agreement or any document delivered in connection with and each of the Servicing Agreement in accordance with the terms hereof and thereof including other Transaction Documents to which such Covered Entity is a party, including, without limitation, any agreement or obligation of the Servicer such Covered Entity to pay any money indemnity or make any payment in respect of any applicable dilution adjustment or repurchase obligation under the Servicing Agreement or any such other document Transaction Document, in each case on the terms and subject to the conditions set forth in 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 agreements, undertakings and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) Covered Entities to be paid, performed or observed by the Servicer them being collectively called the “Guaranteed Servicer Obligations”); provided. Without limiting the generality of the foregoing, however, that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee agrees that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make if any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer Covered Entity shall fail in any manner whatsoever to perform or observe any of the its Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements)Transaction Document, then the Servicer Performance Guarantor shall, after the notice described above, will itself duly and punctually perform or observe, observe any of such Guaranteed Obligations or cause to be duly performed or observed, observed such Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation obligations of the Servicer Performance Guarantor hereunder to perform or observe any Guaranteed Servicer Obligation (or to cause the same to be performed or observed) observed any Guaranteed Obligation that Beneficiary the Administrator, any Lender, the SPV or any other Person shall have first made any request of or demand upon or given any notice to the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or assigns, and assigns or have instituted initiated any action or proceeding against the Servicer Performance Guarantor, any Covered Entity or its any of their respective successors or and assigns in respect thereof. Notwithstanding anything The Administrator (on behalf of itself, the Lenders and the other Secured Parties) may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of the Servicer Performance Guarantor hereunder under this Performance Guaranty without first pursuing or exhausting any right or remedy which the Administrator or any Lender may have against any Covered Entity, the SPV, any other Person, the Pool Receivables or any other property. The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be irrevocable. Notwithstanding anything contained herein to the contrary, it is expressly acknowledged that this Performance Guaranty is not a guarantee of the payment of any Pool Receivables and there shall be no recourse to the Performance Guarantor for (i) losses in respect of Pool Receivables that are uncollectible solely on account of the Servicer are expressly limited insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor or (ii) any Guaranteed Obligations the payment of which could otherwise constitute recourse to the Guaranteed Servicer Obligations. The obligations of the Servicer Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Performance Guarantorfor uncollectible Pool Receivables.

Unconditional Undertaking; Enforcement. The Servicer Each Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees with and assures for the benefit of Beneficiary to cause the Administrator, the Purchasers, the Purchaser Agents, and each other Indemnified Party and Affected Person the due and punctual performance and observance by the Servicer and each Originator (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreementtheir respective successors and assigns) of all of the terms, covenants, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer, Servicer and each such Originator to be performed or observed by each such Person under each of the Servicing Agreement or any document delivered in connection with the Servicing Agreement in accordance with the terms hereof and thereof including Transaction Documents to which it is a party, including, without limitation, any agreement or obligation of the Servicer or any such Originator to pay any money indemnity or make any payment in respect of any applicable dilution adjustment or repurchase obligation under the Servicing Agreement or any such other document Transaction Document (all such terms, covenants, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) and each Originator to be paid, performed or observed by the Servicer being collectively called the “Guaranteed Servicer Obligations”); provided. Without limiting the generality of the foregoing, however, each Performance Guarantor agrees that if the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer Originator shall fail in any manner whatsoever to perform or observe any of the Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements)Transaction Document, then the Servicer each Performance Guarantor shall, after the notice described above, will itself duly and punctually perform or observe, observe or cause to be duly performed or observed, such observed the Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer any Performance Guarantor hereunder to perform or observe any Guaranteed Servicer Obligation (that the Administrator, any Purchaser, or to cause the same to be performed or observed) that Beneficiary any Purchaser Agent shall have first made any request of or demand upon or given any notice to any Performance Guarantor, the Servicer Servicer, any applicable Originator or its any of their respective successors or assigns, and assigns or have instituted initiated any action or proceeding against any Performance Guarantor, the Servicer Servicer, any applicable Originator or its any of their respective successors or and assigns in respect thereof. Notwithstanding anything The Administrator (on behalf of the Purchasers and their assigns) may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of the Servicer Performance Guarantors under this Performance Guaranty without first pursuing or exhausting any right or remedy which the Administrator or any Purchaser may have against the Servicer, any applicable Originator, any other Person, the Receivables or any other property. Each Performance Guarantor hereunder in respect agrees that its obligations under this Performance Guaranty shall be irrevocable. For the sake of clarity, it is expressly acknowledged that the Guaranteed Obligations do not include any recourse for non-payment or late payment of the Servicer are expressly limited Receivables due solely to the Guaranteed Servicer Obligations. The obligations bankruptcy, insolvency or lack of creditworthiness of the related Obligor or for which payment of any Guaranteed Obligations would otherwise constitute recourse to Holdings, or any Originator or Servicer Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Performance Guarantorfor uncollectible Receivables.

Unconditional Undertaking; Enforcement. The Servicer Performance Guarantor Each Originator, jointly and severally, hereby unconditionally and irrevocably undertakes and agrees with and assures for the benefit of Beneficiary to cause the Administrative Agent (including, without limitation, as assignee of the SPV’s rights, interests and claims under the Purchase and Sale Agreement), the Lenders and each of the other Secured Parties the due and punctual performance and observance by the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) of all each Originator of the terms, covenants, indemnities, conditions, agreements agreements, undertakings, liabilities and undertakings obligations on the part of the Servicer, such Covered Originator to be performed or observed by it under the Servicing Purchase and Sale Agreement, the ABL Credit Agreement or any document delivered in connection with and each of the Servicing Agreement in accordance with the terms hereof and thereof including other Loan Documents to which such Covered Originator is a party, including, without limitation, any agreement or obligation of the Servicer such Covered Originator to pay any money indemnity or make any payment in respect of any applicable dilution adjustment or repurchase obligation under the Servicing Agreement or any such other document Loan Document, in each case on the terms and subject to the conditions and limitations set forth in the applicable Loan 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 agreements, undertakings and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) Covered Originators to be paid, performed or observed by the Servicer them being collectively called the “Guaranteed Servicer Obligations”); provided. Without limiting the generality of the foregoing, howevereach Originator, agrees that the Servicer Performance Guarantor shall not be required to make or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make if any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer Performance Guarantor shall be required to cause such performance on the day of receipt of such written notice. In the event that the Servicer Covered Originator shall fail in any manner whatsoever to perform or observe any of the its Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements)Loan Document, then the Servicer Performance Guarantor shall, after the notice described above, such Originator will itself duly and punctually perform or observe, observe any of such Guaranteed Obligations or cause to be duly performed or observed, observed such Guaranteed Servicer Obligation, and it Obligations. It shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor each Originator hereunder to perform or observe any Guaranteed Servicer Obligation (or to cause the same to be performed or observed) observed any Guaranteed Obligation that Beneficiary the Administrative Agent, any Lender, the SPV or any other Person shall have first made any request of or demand upon or given any notice to the Servicer each Originator, any Covered Originator or its any of their respective successors or assigns, and assigns or have instituted initiated any action or proceeding against the Servicer each Originator, any Covered Originator or its any of their respective successors or and assigns in respect thereof. Notwithstanding anything The Administrative Agent (on behalf of itself, the Lenders and the other Secured Parties) may proceed to the contrary contained in this Performance Guaranty, enforce the obligations of each Originator under this Performance Guaranty without first pursuing or exhausting any right or remedy which the Servicer Administrative Agent or any Lender may have against any Covered Originator, the SPV, any other Person, the Pool Receivables or any other property. Each Originator agrees that its obligations under this Performance Guarantor hereunder in respect Guaranty shall be irrevocable. It is expressly acknowledged that this Performance Guaranty is not a guarantee of the Servicer are expressly limited payment of any Pool Receivables and there shall be no recourse to the Guaranteed Servicer Obligations. The obligations such Originator for any non-payment or delay in payment of any Pool Receivables solely by reason of the Servicer Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt bankruptcy, insolvency or lack of creditworthiness or other financial inability to pay of the Servicer Performance Guarantorrelated Obligor or the uncollectability of any such Pool Receivables or for any Guaranteed Obligations the payment of which could otherwise constitute recourse to each Originator for uncollectible Pool Receivables.

Unconditional Undertaking; Enforcement. The Servicer Each Performance Guarantor hereby unconditionally and irrevocably undertakes guarantees, jointly and agrees with severally, to each of the Owners, the Funding Agents and for the benefit Administrative Agent (on behalf of Beneficiary the Owners) (collectively, the “Guaranteed Parties”) to cause the due and punctual performance and observance by of all the obligations, agreements and undertakings of the RCA Sellers, the RCA Purchaser, the RSA Seller, the Servicer and any Successor Servicer which is an Affiliate of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer each, a “Guarantee Party”), under the Servicing AgreementRelated Documents to which such Guarantee Party is a party and each other document identified by such Performance Guarantor (in its sole discretion) of in writing as a Guaranteed Document (collectively, the “Guaranteed Documents”) to be performed or observed by such Guarantee Party pursuant to the Guaranteed Documents (all of the terms, covenants, conditionssuch obligations, agreements and undertakings on the part of the Servicer, Guarantee Parties to be performed or observed under the Servicing Agreement Guaranteed Documents being collectively called the “Guaranteed Obligations”). Without limiting or expanding the foregoing, it is understood and agreed that the Guaranteed Obligations shall not include, and each Performance Guarantor shall not guaranty or otherwise be liable to any Person for (w) any losses, claims, damages, liabilities or expenses (except to the extent the Guarantee Party would be liable to any such Guaranteed Party under a Guaranteed Document for such losses, claims, damages, liabilities or expenses), (x) losses resulting from the performance or collectibility of the Receivables on account of insolvency, bankruptcy or lack of creditworthiness of the obligors, (y) the non-payment or late payment of any Receivable by the obligor thereof, or (z) any act, inaction, obligation or liability of the Transferor, the Administrative Agent, the Funding Agents or any document delivered in connection other Person other than a Guarantee Party or the failure of any of them to fully and punctually pay, perform or comply with the Servicing Agreement in accordance with the terms hereof and thereof including any agreement of the Servicer to pay any money under the Servicing Agreement or any such other document (all such terms, covenants, conditions, agreements agreements, undertakings and undertakings obligations on the part of the Servicer (for so long as Synchrony Financial or any Affiliate of Synchrony Bank is the Servicer under the Servicing Agreement) such Person to be paid, performed or observed complied with by it under any of the Servicer being collectively called the “Guaranteed Servicer Obligations”); providedRelated Documents, however, that the Servicer this Performance Guarantor shall not be required to make Guaranty or otherwise cause such performance until two (2) Business Days following receipt by the Servicer Performance Guarantor of written notice from Beneficiary or the Indenture Trustee that performance due under the Servicing Agreement has not been completed by the Servicer; provided further that, notwithstanding the preceding proviso, with respect to the Servicer’s failure to make any payment, deposit or transfer of funds required to be made by the Servicer under the Servicing Agreement, the Servicer otherwise. Each Performance Guarantor shall be required to cause such performance on liable for the day payment of receipt all reasonable costs and expenses paid or incurred by a Guaranteed Party in connection with the collection of such written notice. In the event that the Servicer shall fail in any manner whatsoever to perform all or observe any part of the Guaranteed Servicer Obligations when the same shall be required to be performed or observed under the Servicing Agreement or any such other document (after giving effect to any applicable grace or cure periods or notice requirements), then the Servicer from each Performance Guarantor shall, after the notice described above, itself duly perform or observe, or cause to be duly performed or observed, such Guaranteed Servicer Obligation, and it shall not be a condition to the accrual of the obligation of the Servicer Performance Guarantor hereunder to perform or observe any Guaranteed Servicer Obligation (or to cause the same to be performed or observed) that Beneficiary shall have first made any request of or demand upon or given any notice to the Servicer or its successors or assigns, or have instituted any action or proceeding against the Servicer or its successors or assigns in respect thereof. Notwithstanding anything to the contrary contained in this Performance Guaranty, the obligations of the Servicer Performance Guarantor hereunder in respect of the Servicer extent such costs and expenses are expressly limited not paid to the Guaranteed Servicer Obligations. The obligations of Party under the Servicer Performance Guarantor hereunder shall rank pari passu with the senior unsecured debt of the Servicer Performance GuarantorReceivables Purchase and Administration Agreement.