Common use of Validity of Obligations; Irrevocability Clause in Contracts

Validity of Obligations; Irrevocability. The Guarantor agrees that subject to the proviso set forth in Section 9.01 above its obligations under this Guaranty shall be unconditional, irrespective of (i) the validity, enforceability, discharge, disaffirmance, settlement or compromise (by any Person, including a trustee in a bankruptcy or a debtor-in-possession) of the Obligations or of the Transaction Documents or any Contract, (ii) the absence of any attempt to collect the Obligations from a Seller or the Collection Agent or any other party, (iii) the waiver or consent by any Person with respect to any provision of any instrument evidencing the Obligations, (iv) any change of the time, manner or place of payment or performance, or any other term of any of the Obligations, (v) any law, regulation or order of any jurisdiction affecting any term of any of the Obligations or rights of any Person with respect thereto, (vi) the failure by any Person to take any steps to perfect and maintain perfected its interest in the Receivables or any security or collateral related to the Obligations or (vii) any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. The Guarantor agrees that the Administrative Agent and the Beneficiaries shall be under no obligation to marshal any assets in favor of or against or in payment of any or all of the Obligations. The Guarantor further agrees that, to the extent a payment is made by a Seller or the Collection Agent under the Transaction Documents, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to such Seller or the Collection Agent, its estate, trustee, receiver or any other party, under any bankruptcy, insolvency or similar state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the Obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. The Guarantor waives all set-offs, defenses and counterclaims and all presentments, demands for performance, notices of dishonor and notice of acceptance of this Guaranty. The Guarantor’s obligations under this Guaranty shall be irrevocable.

Validity of Obligations; Irrevocability. The Guarantor agrees that subject to the proviso set forth in Section 9.01 above its obligations under this Guaranty shall be unconditional, irrespective of (i) the validity, enforceability, discharge, disaffirmance, settlement or compromise (by any Person, including a trustee in a bankruptcy or a debtor-in-possession) of the Obligations or of the Transaction Documents or any Contract, (ii) the absence of any attempt to collect the Obligations from a Seller or the Collection Agent or any other party, (iii) the waiver or consent by any Person with respect to any provision of any instrument evidencing the Obligations, (iv) any change of the time, manner or place of payment or performance, or any other term of any of the Obligations, (v) any law, regulation or order of any jurisdiction affecting any term of any of the Obligations or rights of any Person with respect thereto, (vi) the failure by any Person to take any steps to perfect and maintain perfected its interest in the Receivables or any security or collateral related to the Obligations or (vii) any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. The Guarantor agrees that the Administrative Agent and the Beneficiaries shall be under no obligation to marshal any assets in favor of or against or in payment of any or all of the Obligations. The Guarantor further agrees that, to the extent a payment is made by a Seller or the Collection Agent under the Transaction Documents, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to such Seller or the Collection Agent, its estate, trustee, receiver or any other party, under any bankruptcy, insolvency or similar state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the Obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. The Guarantor waives all set-offs, defenses and counterclaims and all presentments, demands for performance, notices of dishonor and notice of acceptance of this Guaranty. The Guarantor’s Guarantor agrees that its obligations under this Guaranty shall be irrevocable.

Validity of Obligations; Irrevocability. The Guarantor agrees that subject to the proviso set forth in Section 9.01 above its obligations under this Limited Guaranty shall be unconditional, irrespective of (i) the validity, enforceability, discharge, disaffirmance, settlement or compromise (by any Person, including a trustee in a bankruptcy or a debtor-in-possession) of the Obligations or of the Transaction Documents or any Contract, (ii) the absence of any attempt to collect the Obligations from a Seller, a Agent Seller or the Collection Agent or any other party, (iii) the waiver or consent by any Person with respect to any provision of any instrument evidencing the Obligations, (iv) any change of the time, manner or place of payment or performance, or any other term of any of the Obligations, (v) any law, regulation or order of any jurisdiction affecting any term of any of the Obligations or rights of any Person with respect thereto, (vi) the failure by any Person to take any steps to perfect and maintain perfected its interest in the Receivables or any security or collateral related to the Obligations or (vii) any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. The Guarantor agrees that the Administrative Agent and the Beneficiaries shall be under no obligation to marshal any assets in favor of or against or in payment of any or all of the Obligations. The Guarantor further agrees that, to the extent a payment is made by a Seller, any Agent Seller or the Collection Agent under the Transaction Documents, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to such Seller, such Agent Seller or the Collection Agent, its estate, trustee, receiver or any other party, under any bankruptcy, insolvency or similar state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the Obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. The Guarantor waives all set-offs, defenses and counterclaims and all presentments, demands for performance, notices of dishonor and notice of acceptance of this Limited Guaranty. The Guarantor’s Guarantor agrees that its obligations under this Limited Guaranty shall be irrevocable.

Validity of Obligations; Irrevocability. The Guarantor agrees that subject to the proviso set forth in Section 9.01 above its obligations under this Guaranty Agreement shall be unconditional, irrespective of (i) the validity, enforceability, discharge, disaffirmance, settlement or compromise (by any PersonPerson other than the Trustee, including a trustee in a bankruptcy or a debtor-in-possessionother similar official) of the Obligations or of the Transaction Documents or any ContractServicing Agreement, (ii) the absence of any attempt to collect the Obligations from a Seller or the Collection Agent MBCC or any other partyguarantor, (iii) the waiver or consent by any Person the Trustee with respect to any provision of any instrument evidencing the Obligations, (iv) any change of the time, manner or place of payment or performance, or any other term of any of the Obligations, (v) any law, regulation or order of any jurisdiction affecting any term of any of the Obligations or rights of any Person the Trustee with respect thereto, (vi) the failure by any Person the Trustee to take any steps to perfect and maintain perfected its interest in the Receivables or other property acquired by the Trustee from the Seller or any security or collateral related to the Obligations Obligations, or (vii) any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor or suretyguarantor. The Guarantor agrees that the Administrative Agent and the Beneficiaries Trustee shall be under no obligation to marshal any marsxxxx xxx assets in favor of or against or in payment of any or all of the Obligations. The Guarantor further agrees that, to the extent that MBCC makes a payment is made by a Seller or payments to the Collection Agent under the Transaction DocumentsTrustee, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to such Seller or the Collection AgentMBCC, its estate, trustee, receiver or any other party, including without limitation, the Guarantor, under any bankruptcy, insolvency or similar state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the Obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the F-2 159 date such initial payment, reduction or satisfaction occurred. The Guarantor waives all set-offs, defenses and counterclaims and all presentments, demands for performance, notices of dishonor and notice notices of acceptance of this Guaranty. The Guarantor’s Guarantor agrees that its obligations under this Guaranty shall be irrevocable.

Validity of Obligations; Irrevocability. The Guarantor OneMain Financial Holdings agrees that subject to the proviso set forth in Section 9.01 above its obligations under this Guaranty Support Agreement shall be unconditionalunconditional and irrevocable, irrespective of (i) the validity, enforceability, discharge, disaffirmance, settlement or compromise (by any Person, Person other than the Indenture Trustee (including a trustee in a bankruptcy or a debtor-in-possessionother similar official) of the Obligations or Obligations, of the Transaction Documents Purchase Agreement, the Sale and Servicing Agreement or any Contract, other Transaction Document; (ii) the absence of any attempt to collect collect, or obtain performance or observance of, the Obligations from a Seller any Seller, the Servicer, any Subservicer, the Administrator, the OneMain Successor Servicer or the Collection Agent OneMain Successor Administrator or any guarantor or other party, Person; (iii) the waiver waiver, consent, extension, forbearance or consent granting of any indulgence by any Person Beneficiary with respect to any provision of any instrument or agreement evidencing any of the Obligations (other than any of the foregoing expressly with respect to such Obligations, ); (iv) any change of the time, manner or place of payment or performance, or any other term of any of the Obligations, ; (v) any law, regulation or order of any jurisdiction affecting any term of any of the Obligations or rights of any Person Beneficiary with respect thereto, ; (vi) the failure by any Person the Depositor, the Depositor Loan Trustee, the Issuer, the Issuer Loan Trustee or the Indenture Trustee to take any steps to perfect and maintain perfected its interest their respective interests in the Receivables Loans or other property acquired by the Depositor and Depositor Loan Trustee for the benefit of the Depositor from a Seller, or by the Issuer and Issuer Loan Trustee for the benefit of the Issuer from the Depositor and the Depositor Loan Trustee for the benefit of the Depositor, or any security or collateral related to the Obligations or Obligations; (vii) the commencement of any other circumstances which might otherwise constitute a bankruptcy, insolvency or similar proceeding with respect to the Depositor, the Issuer, any Seller, the Servicer, any Subservicer, the OneMain Successor Servicer or the OneMain Successor Administrator; (viii) any legal or equitable discharge or defense of a guarantor guarantor; (ix) any failure to obtain any authorization or suretyapproval from or other action by or to notify or file with, any governmental authority or regulatory body required in connection with the performance of the obligations hereunder by OneMain Financial Holdings; (x) any change in the corporate relationship existing as of the date hereof between OneMain Financial Holdings and any Seller, the Servicer, any Subservicer, the Administrator, the OneMain Successor Servicer, the OneMain Successor Administrator, the Depositor or the Issuer; or (xi) any impossibility or impracticability of performance, illegality, force majeure, any act of government or other circumstances which might constitute a default available to, or a discharge of, any of the Depositor, the Issuer, any Seller, the Servicer, any Subservicer, the Administrator, the OneMain Successor Servicer or the OneMain Successor Administrator or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above. The Guarantor OneMain Financial Holdings agrees that the Administrative Agent and the Beneficiaries no Beneficiary shall be under no any obligation to marshal any assets in favor of or against or in payment of any or all of the Obligations. The Guarantor OneMain Financial Holdings further agrees that, to the extent that any Seller, the Servicer, any Subservicer, the Administrator, the OneMain Successor Servicer or the OneMain Successor Administrator makes a payment is made by a Seller or the Collection Agent under the Transaction Documentspayments to any Beneficiary, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to such Seller Seller, the Servicer, such Subservicer, the Administrator, the OneMain Successor Servicer or the Collection AgentOneMain Successor Administrator, its estate, a trustee, receiver or any other party, including, without limitation, OneMain Financial Holdings, under any bankruptcy, insolvency or similar state or federal law, common law or equitable causeotherwise, then to the extent of such payment or repayment, the Obligation Obligations or part thereof which has have been paid, reduced or satisfied by such amount shall be automatically reinstated and continued in full force and effect effect, without further action or notice, as of the date such initial payment, reduction or satisfaction occurred. The Guarantor OneMain Financial Holdings waives all set-offs, defenses and counterclaims and all presentments, demands for performance, protests, notices of protest, notices of dishonor and notice notices of acceptance of this GuarantySupport Agreement. The Guarantor’s OneMain Financial Holdings agrees that its obligations under this Guaranty Support Agreement shall be irrevocableunconditional and irrevocable and hereby unconditionally and irrevocably waives any right to revoke this Support Agreement as to future transactions giving rise to any Obligations. OneMain Financial Holdings’ obligations under this Support Agreement shall not be limited or extinguished if the Indenture Trustee or any other Beneficiary is precluded for any reason (including, without limitation, the application of the automatic stay under Section 362 of the Bankruptcy Code) from enforcing or exercising any right or remedy with respect to the Obligations, and OneMain Financial Holdings shall perform or observe, upon demand, the Obligations that otherwise would have been due and performable or observable by the applicable Seller, the Servicer or the applicable Subservicer, the Administrator, the OneMain Successor Servicer or the OneMain Successor Administrator, as applicable, had such right and remedies been permitted to be exercised.

Validity of Obligations; Irrevocability. The Guarantor agrees that subject to the proviso set forth in Section 9.01 above its obligations under this Guaranty shall be unconditional, irrespective of (i) the validity, enforceability, discharge, disaffirmance, settlement or compromise (by any Person, Person including a trustee in a bankruptcy or a debtor-in-possessionother similar official) of the Obligations or of the Transaction Documents or any ContractPurchase Agreement, (ii) the absence of any attempt to collect the Obligations from a Seller or the Collection Agent Agent, Gold Coast, National-Wide or any guarantor or other partyPerson, (iii) the waiver or consent by any Guaranteed Person with respect to any provision of any instrument or agreement evidencing the Obligations, (iv) any change of the time, manner or place of payment or performance, or any other term of any of the Obligations, (v) any law, regulation or order of any jurisdiction affecting any term of any of the Obligations or rights of any Guaranteed Person with respect thereto, (vi) the failure by Facility Agent or any Person to take any steps to perfect and maintain perfected its interest in the Receivables or other property acquired by the Facility Agent from the Seller or any security or collateral related to the Obligations or Obligations, (vii) the commencement of any other circumstances which might otherwise constitute a bankruptcy, insolvency or similar proceeding with respect to Collection Agent, Gold Coast or National-Wide or (viii) any legal or equitable discharge or defense of a guarantor or suretyguarantor. The Guarantor agrees that the Administrative Agent and the Beneficiaries no Guaranteed Person shall be under no any obligation to marshal xxxxxxxx any assets in favor of or against or in payment of any or all of the Obligations. The Guarantor further agrees that, to the extent that Collection Agent, Gold Coast or National-Wide makes a payment is made by a Seller or the Collection Agent under the Transaction Documentspayments to any Guaranteed Person, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to such Seller or the Collection Agentpayor, its estate, a trustee, receiver or any other party, including without limitation, Guarantor, under any bankruptcy, insolvency or similar state or federal law, common law or equitable causeotherwise, then to the extent of such payment or repayment, the Obligation Obligations or part thereof which has been paid, reduced or satisfied by such amount shall be automatically reinstated and continued in full force and effect effect, without further action or notice, as of the date such initial payment, reduction or satisfaction occurred. The Guarantor waives all set-offs, defenses and counterclaims and all presentments, demands for performance, notices of dishonor and notice notices of acceptance of this Guaranty. The Guarantor’s Guarantor agrees that its obligations under this Guaranty shall be irrevocable.

Validity of Obligations; Irrevocability. The Guarantor OneMain Financial Holdings agrees that subject to the proviso set forth in Section 9.01 above its obligations under this Guaranty Support Agreement shall be unconditionalunconditional and irrevocable, irrespective of (i) the validity, enforceability, discharge, disaffirmance, settlement or compromise (by any Person, Person other than the Indenture Trustee (including a trustee in a bankruptcy or a debtor-in-possessionother similar official) of the Obligations or Obligations, of the Transaction Documents Purchase Agreement, the Sale and Servicing Agreement or any Contract, other Transaction Document; (ii) the absence of any attempt to collect collect, or obtain performance or observance of, the Obligations from a Seller any Seller, the Servicer, any Subservicer, the Administrator, the OneMain Successor Servicer or the Collection Agent OneMain Successor Administrator or any guarantor or other party, Person; (iii) the waiver waiver, consent, extension, forbearance or consent granting of any indulgence by any Person Beneficiary with respect to any provision of any instrument or agreement evidencing any of the Obligations (other than any of the foregoing expressly with respect to such Obligations, ); (iv) any change of the time, manner or place of payment or performance, or any other term of any of the Obligations, ; (v) any law, regulation or order of any jurisdiction affecting any term of any of the Obligations or rights of any Person Beneficiary with respect thereto, ; (vi) the failure by any Person the Depositor, the Depositor Loan Trustee, the Issuer, the Issuer Loan Trustee or the Indenture Trustee to take any steps to perfect and maintain perfected its interest their respective interests in the Receivables Loans or other property acquired by the Depositor and Depositor Loan Trustee for the benefit of the Depositor from a Seller, or by the Issuer and Issuer Loan Trustee for the benefit of the Issuer from the Depositor and the Depositor Loan Trustee for the benefit of the Depositor, or any security or collateral related to the Obligations or Obligations; (vii) the commencement of any other circumstances which might otherwise constitute a bankruptcy, insolvency or similar proceeding with respect to the Depositor, the Issuer, any Seller, the Servicer, any Subservicer, the OneMain Successor Servicer or the OneMain Successor Administrator; (viii) any legal or equitable discharge or defense of a guarantor guarantor; (ix) any failure to obtain any authorization or suretyapproval from or other action by or to notify or file with, any governmental authority or regulatory body required in connection with the performance of the obligations hereunder by OneMain Financial Holdings; (x) any change in the corporate relationship existing as of the date hereof between OneMain Financial Holdings and any Seller, the Servicer, any Subservicer, the Administrator, the OneMain Successor Servicer, the OneMain Successor Administrator, the Depositor or the Issuer; or (xi) any impossibility or impracticability of performance, illegality, force majeure, any act of government or other circumstances which might constitute a default available to, or a discharge of, any of the Depositor, the Issuer, any Seller, the Servicer, any Subservicer, the Administrator, the OneMain Successor Servicer or the OneMain Successor Administrator or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above. The Guarantor OneMain Financial Holdings agrees that the Administrative Agent and the Beneficiaries no Beneficiary shall be under no any obligation to marshal any assets in favor of or against or in payment of any or all of the Obligations. The Guarantor OneMain Financial Holdings further agrees that, to the extent that any Seller, the Servicer any Subservicer, the Administrator, the OneMain Successor Servicer or the OneMain Successor Administrator makes a payment is made by a Seller or the Collection Agent under the Transaction Documentspayments to any Beneficiary, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to such Seller Seller, the Servicer, such Subservicer, the Administrator, the OneMain Successor Servicer or the Collection AgentOneMain Successor Administrator, its estate, a trustee, receiver or any other party, including, without limitation, OneMain Financial Holdings, under any bankruptcy, insolvency or similar state or federal law, common law or equitable causeotherwise, then to the extent of such payment or repayment, the Obligation Obligations or part thereof which has have been paid, reduced or satisfied by such amount shall be automatically reinstated and continued in full force and effect effect, without further action or notice, as of the date such initial payment, reduction or satisfaction occurred. The Guarantor OneMain Financial Holdings waives all set-offs, defenses and counterclaims and all presentments, demands for performance, protests, notices of protest, notices of dishonor and notice notices of acceptance of this GuarantySupport Agreement. The Guarantor’s OneMain Financial Holdings agrees that its obligations under this Guaranty Support Agreement shall be irrevocableunconditional and irrevocable and hereby unconditionally and irrevocably waives any right to revoke this Support Agreement as to future transactions giving rise to any Obligations. OneMain Holdings’ obligations under this Support Agreement shall not be limited or extinguished if the Indenture Trustee or any other Beneficiary is precluded for any reason (including, without limitation, the application of the automatic stay under Section 362 of the Bankruptcy Code) from enforcing or exercising any right or remedy with respect to the Obligations, and OneMain Financial Holdings shall perform or observe, upon demand, the Obligations that otherwise would have been due and performable or observable by the applicable Seller, the Servicer or the applicable Subservicer, the Administrator, the OneMain Successor Servicer or the OneMain Successor Administrator, as applicable, had such right and remedies been permitted to be exercised.

Validity of Obligations; Irrevocability. The Guarantor agrees that subject to the proviso set forth in Section 9.01 2 above its obligations under this Guaranty shall be unconditional, irrespective of (i) the validity, enforceability, discharge, disaffirmance, settlement or compromise (by any Person, including a trustee in a bankruptcy or a debtor-in-possession) of the Obligations or of the Transaction Documents or any Contract, (ii) the absence of any attempt to collect the Obligations from a Seller or the Collection Agent or any other party, (iii) the waiver or consent by any Person with respect to any provision of any instrument evidencing the Obligations, (iv) any change of the time, manner or place of payment or performance, or any other term of any of the Obligations, (v) any law, regulation or order of any jurisdiction affecting any term of any of the Obligations or rights of any Person with respect thereto, (vi) the failure by any Person to take any steps to perfect and maintain perfected its interest in the Receivables or any security or collateral related to the Obligations or (vii) any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. The Guarantor agrees that the Administrative Agent and the Beneficiaries shall be under no obligation to marshal any assets in favor of or against or in payment of any or all of the Obligations. The Guarantor further agrees that, to the extent a payment is made by a Seller or the Collection Agent under the Transaction Documents, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to such Seller or the Collection Agent, its estate, trustee, receiver or any other party, under any bankruptcy, insolvency or similar state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the Obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. The Guarantor waives all set-offs, defenses and counterclaims and all presentments, demands for performance, notices of dishonor and notice of acceptance of its obligations under this Guaranty. The Guarantor’s Guarantor agrees that its obligations under this Guaranty shall be irrevocable.

Validity of Obligations; Irrevocability. The Guarantor agrees that subject to the proviso set forth in Section 9.01 2 above its obligations under this Guaranty shall be unconditional, irrespective of (i) the validity, enforceability, discharge, disaffirmance, settlement or compromise (by any Person, including a trustee in a bankruptcy or a debtor-in-possession) of the Obligations or of the Transaction Facility Documents or any Contract, (ii) the absence of any attempt to collect the Obligations from a Seller or the Collection Agent or any other party, (iii) the waiver or consent by any Person with respect to any provision of any instrument evidencing the Obligations, (iv) any change of the time, manner or place of payment or performance, or any other term of any of the Obligations, (v) any law, regulation or order of any jurisdiction affecting any term of any of the Obligations or rights of any Person with respect thereto, (vi) the failure by any Person to take any steps to perfect and maintain perfected its interest in the Receivables or any security or collateral related to the Obligations or (vii) any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor or suretyguarantor. The Guarantor agrees that the Administrative Agent and the Beneficiaries shall be under no obligation to marshal any assets in favor of or against or in payment of any or all of the Obligations. The Guarantor further agrees that, to the extent a payment is made by a Seller or the Collection Agent under the Transaction Facility Documents, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to such Seller or the Collection Agent, its estate, trustee, receiver or any other party, under any bankruptcy, insolvency or similar state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the Obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. The Guarantor waives all set-offs, defenses offs and counterclaims and all presentments, demands for performance, notices of dishonor and notice of acceptance of this Guaranty. The Guarantor’s Guarantor agrees that its obligations under this Guaranty shall be irrevocable.

Validity of Obligations; Irrevocability. The Guarantor Tech Data agrees that subject to the proviso set forth in Section 9.01 above its obligations under this Guaranty guaranty shall be unconditional, irrespective of (i) the validity, enforceability, discharge, disaffirmance, settlement discharge or compromise disaffirmance (by any Person, including a trustee in a bankruptcy or a debtor-in-possessionbankruptcy) of the Obligations or of the Transaction Documents or any Contractthis Agreement, (ii) the absence of any attempt to collect the Obligations from a Seller or the Collection Agent Transferor or any other partyguarantor, (iii) the waiver or consent by the Transferor, the Agent or any Person Investor with respect to any provision of any instrument evidencing the Obligations, (iv) any change of the time, manner or place of payment or performance, or any other term of any of the Obligations, (v) any law, regulation or order of any jurisdiction affecting any term of any of the Obligations or rights of the Transferor, the Agent or any Person Investor with respect thereto, (vi) the failure by the Transferor, the Agent or any Person Investor to take any steps to perfect and maintain perfected its respective interest in the Receivables or other property acquired by Enterprise, Atlantic or Liberty from the Transferor, or by the Transferor from Tech Data or any security or collateral related to the Obligations or (vii) any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor or suretyguarantor. The Guarantor Tech Data agrees that none of the Administrative Transferor, the Agent and the Beneficiaries or any Investor shall be under no any obligation to marshal marshall any assets in favor of or against or in payment of any or all of the alx xx xxx Obligations. The Guarantor Tech Data further agrees that, to the extent that the Transferor makes a payment is made by a Seller or payments to the Collection Agent under the Transaction Documentsor any Investor, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to such Seller or the Collection Agent, Transferor its estate, trustee, receiver or any other party, including without limitation, Tech Data, under any bankruptcy, insolvency or similar state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the Obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. The Guarantor Tech Data waives all set-offs, defenses offs and counterclaims and all presentments, demands for performance, notices of dishonor and notice notices of acceptance of this Guarantyguaranty. The Guarantor’s Tech Data agrees that its obligations under this Guaranty guaranty shall be irrevocable.

Validity of Obligations; Irrevocability. The Guarantor OneMain Financial agrees that subject to the proviso set forth in Section 9.01 above its obligations under this Guaranty Support Agreement shall be unconditionalunconditional and irrevocable, irrespective of (i) the validity, enforceability, discharge, disaffirmance, settlement or compromise (by any Person, Person other than the Indenture Trustee (including a trustee in a bankruptcy or a debtor-in-possessionother similar official) of the Obligations or Obligations, of the Transaction Documents Purchase Agreement, the Sale and Servicing Agreement or any Contract, other Transaction Document; (ii) the absence of any attempt to collect collect, or obtain performance or observance of, the Obligations from a Seller any other Seller, any Subservicer, the OneMain Successor Servicer or the Collection Agent OneMain Successor Administrator or any guarantor or other party, Person; (iii) the waiver waiver, consent, extension, forbearance or consent granting of any indulgence by any Person Beneficiary with respect to any provision of any instrument or agreement evidencing any of the Obligations (other than any of the foregoing expressly with respect to such Obligations, ); (iv) any change of the time, manner or place of payment or performance, or any other term of any of the Obligations, ; (v) any law, regulation or order of any jurisdiction affecting any term of any of the Obligations or rights of any Person Beneficiary with respect thereto, ; (vi) the failure by any Person the Depositor, the Depositor Loan Trustee, the Issuer, the Issuer Loan Trustee or the Indenture Trustee to take any steps to perfect and maintain perfected its interest their respective interests in the Receivables Loans or other property acquired by the Depositor and Depositor Loan Trustee for the benefit of the Depositor from a Seller, or by the Issuer and Issuer Loan Trustee for the benefit of the Issuer from the Depositor and the Depositor Loan Trustee for the benefit of the Depositor, or any security or collateral related to the Obligations or Obligations; (vii) the commencement of any bankruptcy, insolvency or similar proceeding with respect to the Depositor, the Issuer, any other circumstances which might otherwise constitute a Seller, any Subservicer, the OneMain Successor Servicer or the OneMain Successor Administrator; (viii) any legal or equitable discharge or defense of a guarantor guarantor; (ix) any failure to obtain any authorization or suretyapproval from or other action by or to notify or file with, any governmental authority or regulatory body required in connection with the performance of the obligations hereunder by OneMain Financial; (x) any change in the corporate relationship existing as of the date hereof between OneMain Financial and any other Seller, any Subservicer, the OneMain Successor Servicer, the OneMain Successor Administrator, the Depositor or the Issuer; or (xi) any impossibility or impracticability of performance, illegality, force majeure, any act of government or other circumstances which might constitute a default available to, or a discharge of, any of the Depositor, the Issuer, any other Seller, any Subservicer, the OneMain Successor Servicer or the OneMain Successor Administrator or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above. The Guarantor OneMain Financial agrees that the Administrative Agent and the Beneficiaries no Beneficiary shall be under no any obligation to marshal any assets in favor of or against or in payment of any or all of the Obligations. The Guarantor OneMain Financial further agrees that, to the extent that any other Seller, any Subservicer, the OneMain Successor Servicer or the OneMain Successor Administrator makes a payment is made by a Seller or the Collection Agent under the Transaction Documentspayments to any Beneficiary, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to such Seller other Seller, such Subservicer, the OneMain Successor Servicer or the Collection AgentOneMain Successor Administrator, its estate, a trustee, receiver or any other party, including, without limitation, OneMain Financial, under any bankruptcy, insolvency or similar state or federal law, common law or equitable causeotherwise, then to the extent of such payment or repayment, the Obligation Obligations or part thereof which has have been paid, reduced or satisfied by such amount shall be automatically reinstated and continued in full force and effect effect, without further action or notice, as of the date such initial payment, reduction or satisfaction occurred. The Guarantor OneMain Financial waives all set-offs, defenses and counterclaims and all presentments, demands for performance, protests, notices of protest, notices of dishonor and notice notices of acceptance of this GuarantySupport Agreement. The GuarantorOneMain Financial agrees that its obligations under this Support Agreement shall be unconditional and irrevocable and hereby unconditionally and irrevocably waives any right to revoke this Support Agreement as to future transactions giving rise to any Obligations. OneMain Financial’s obligations under this Guaranty Support Agreement shall not be irrevocablelimited or extinguished if the Indenture Trustee or any other Beneficiary is precluded for any reason (including, without limitation, the application of the automatic stay under Section 362 of the Bankruptcy Code) from enforcing or exercising any right or remedy with respect to the Obligations, and OneMain Financial shall perform or observe, upon demand, the Obligations that otherwise would have been due and performable or observable by the applicable Seller or Subservicer, the OneMain Successor Servicer or the OneMain Successor Administrator, as applicable, had such right and remedies been permitted to be exercised.

Validity of Obligations; Irrevocability. The Guarantor agrees that subject to the proviso set forth in Section 9.01 above its obligations under this Amended and Restated Guaranty shall be absolute and unconditional, irrespective of (i) the validity, enforceability, discharge, disaffirmance, settlement or compromise (by any Personperson, including a trustee in a bankruptcy or a debtor-in-possessionbankruptcy) of the Obligations or of the Transaction Documents or any ContractObligations, (ii) the absence of any attempt to collect the Obligations from a Seller Xxxxxx or the Collection Agent or any other partyRoomStore, (iii) the waiver or consent by any Person BNB USA with respect to any provision of any instrument evidencing the Obligations, (iv) any change of the time, manner or place of payment or performance, or any other term of any of the Obligations, (v) any law, regulation or order of any jurisdiction affecting any term of any of the Obligations or rights of any Person BNB USA with respect thereto, thereto or (vi) the failure by any Person to take any steps to perfect and maintain perfected its interest in the Receivables or any security or collateral related to the Obligations or (vii) any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor or suretyguarantor. The Guarantor agrees that the Administrative Agent and the Beneficiaries BNB USA shall be under no obligation to marshal xxxxxxxx any assets in favor of or against or in payment of any or all of the Obligations. The Guarantor further agrees that, to the extent that Xxxxxx or RoomStore makes a payment is made by a Seller or the Collection Agent under the Transaction Documentspayments to BNB USA, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to such Seller Xxxxxx or RoomStore, or to the Collection Agent, its estate, trustee, or receiver of Xxxxxx or RoomStore or to any other party, including, without limitation, the Guarantor, under any bankruptcy, insolvency or similar state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the Obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. The Guarantor waives all set-offs, defenses offs and counterclaims and all presentments, demands for performance, notices of dishonor and notice notices of acceptance of this Amended and Restated Guaranty. The Guarantor’s Guarantor agrees that its obligations under this Amended and Restated Guaranty shall be irrevocable.

Validity of Obligations; Irrevocability. The Guarantor OneMain Financial agrees that subject to the proviso set forth in Section 9.01 above its obligations under this Guaranty Support Agreement shall be unconditionalunconditional and irrevocable, irrespective of (i) the validity, enforceability, discharge, disaffirmance, settlement or compromise (by any Person, Person other than the Indenture Trustee (including a trustee in a bankruptcy or a debtor-in-possessionother similar official) of the Obligations or Obligations, of the Transaction Documents Purchase Agreement, the Sale and Servicing Agreement or any Contract, other Transaction Document; (ii) the absence of any attempt to collect collect, or obtain performance or observance of, the Obligations from a Seller any other Seller, any Subservicer, the OneMain Successor Servicer or the Collection Agent OneMain Successor Administrator or any guarantor or other party, Person; (iii) the waiver waiver, consent, extension, forbearance or consent granting of any indulgence by any Person Beneficiary with respect to any provision of any instrument or agreement evidencing any of the Obligations (other than any of the foregoing expressly with respect to such Obligations, ); (iv) any change of the time, manner or place of payment or performance, or any other term of any of the Obligations, ; (v) any law, regulation or order of any jurisdiction affecting any term of any of the Obligations or rights of any Person Beneficiary with respect thereto, ; (vi) the failure by any Person the Depositor, the Depositor Loan Trustee, the Issuer, the Issuer Loan Trustee or the Indenture Trustee to take any steps to perfect and maintain perfected its interest their respective interests in the Receivables Loans or other property acquired by the Depositor and Depositor Loan Trustee for the benefit of the Depositor from a Seller, or by the Issuer and Issuer Loan Trustee for the benefit of the Issuer from the Depositor and the Depositor Loan Trustee for the benefit of the Depositor, or any security or collateral related to the Obligations or Obligations; (vii) the commencement of any bankruptcy, insolvency or similar proceeding with respect to the Depositor, the Issuer, any other circumstances which might otherwise constitute a Seller, any Subservicer, the OneMain Successor Servicer or the OneMain Successor Administrator; (viii) any legal or equitable discharge or defense of a guarantor guarantor; (ix) any failure to obtain any authorization or suretyapproval from or other action by or to notify or file with, any governmental authority or regulatory body required in connection with the performance of the obligations hereunder by OneMain Financial; (x) any change in the corporate relationship existing as of the date hereof between OneMain Financial and any other Seller, any Subservicer, the OneMain Successor Servicer, the OneMain Successor Administrator, the Depositor or the Issuer; or (xi) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a default available to, or a discharge of, any of the Depositor, the Issuer, any other Seller, any Subservicer, the OneMain Successor Servicer or the OneMain Successor Administrator or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above. The Guarantor OneMain Financial agrees that the Administrative Agent and the Beneficiaries no Beneficiary shall be under no any obligation to marshal any assets in favor of or against or in payment of any or all of the Obligations. The Guarantor OneMain Financial further agrees that, to the extent that any other Seller, any Subservicer, the OneMain Successor Servicer or the OneMain Successor Administrator makes a payment is made by a Seller or the Collection Agent under the Transaction Documentspayments to any Beneficiary, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to such Seller other Seller, such Subservicer, the OneMain Successor Servicer or the Collection AgentOneMain Successor Administrator, its estate, a trustee, receiver or any other party, including, without limitation, OneMain Financial, under any bankruptcy, insolvency or similar state or federal law, common law or equitable causeotherwise, then to the extent of such payment or repayment, the Obligation Obligations or part thereof which has have been paid, reduced or satisfied by such amount shall be automatically reinstated and continued in full force and effect effect, without further action or notice, as of the date such initial payment, reduction or satisfaction occurred. The Guarantor OneMain Financial waives all set-offs, defenses and counterclaims and all presentments, demands for performance, protests, notices of protest, notices of dishonor and notice notices of acceptance of this GuarantySupport Agreement. The GuarantorOneMain Financial agrees that its obligations under this Support Agreement shall be unconditional and irrevocable and hereby unconditionally and irrevocably waives any right to revoke this Support Agreement as to future transactions giving rise to any Obligations. OneMain Financial’s obligations under this Guaranty Support Agreement shall not be irrevocablelimited if the Indenture Trustee or any other Beneficiary is precluded for any reason (including, without limitation, the application of the automatic stay under Section 362 of the Bankruptcy Code) from enforcing or exercising any right or remedy with respect to the Obligations, and OneMain Financial shall perform or observe, upon demand, the Obligations that otherwise would have been due and performable or observable by the applicable Seller or Subservicer, the OneMain Successor Servicer or the OneMain Successor Administrator, as applicable, had such right and remedies been permitted to be exercised.

Validity of Obligations; Irrevocability. The Guarantor agrees that subject to the proviso set forth in Section 9.01 above its obligations under this Guaranty shall be unconditional, irrespective of (i) the validity, enforceability, discharge, disaffirmance, settlement or compromise (by any Person, including a trustee in a bankruptcy or a debtor-in-possession) of the Obligations or of the Transaction Documents or any Contract, (ii) the absence of any attempt to collect the Obligations from a Seller or the Collection Agent or any other party, (iii) the waiver or consent by any Person with respect to any provision of any instrument evidencing the Obligations, (iv) any change of the time, manner or place of payment or performance, or any other term of any of the Obligations, (v) any law, regulation or order of any jurisdiction affecting any term of any of the Obligations or rights of any Person with respect thereto, (vi) the failure by any Person to take any steps to perfect and maintain perfected its interest in the Receivables or any security or collateral related to the Obligations or (vii) any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. The Guarantor agrees that the Administrative Agent and the Beneficiaries shall be under no obligation to marshal any assets in favor of or against or in payment of any or all of the Obligations. The Guarantor further agrees that, to the extent a payment is made by a Seller or the Collection Agent under the Transaction Documents, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to such Seller or the Collection Agent, its estate, trustee, receiver or any other party, under any bankruptcy, insolvency or similar state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the Obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. The Guarantor waives all set-offs, defenses and counterclaims and all presentments, demands for performance, notices of dishonor and notice of acceptance of this Guaranty. The Guarantor’s 's obligations under this Guaranty shall be irrevocable.

Validity of Obligations; Irrevocability. The Guarantor agrees that subject to the proviso set forth in Section 9.01 above its obligations under this Guaranty Agreement shall be unconditional, irrespective of (i) the validity, enforceability, discharge, disaffirmance, settlement or compromise (by any PersonPerson other than the Trustee, including a trustee in a bankruptcy or a debtor-in-possessionother similar official) of the Obligations or of the Transaction Documents or any ContractServicing Agreement, (ii) the absence of any attempt to collect the Obligations from a Seller or the Collection Agent MBCC or any other partyguarantor, (iii) the waiver or consent by any Person the Trustee with respect to any provision of any instrument evidencing the Obligations, (iv) any change of the time, manner or place of payment or performance, or any other term of any of the Obligations, (v) any law, regulation or order of any jurisdiction affecting any term of any of the Obligations or rights of any Person the Trustee with respect thereto, (vi) the failure by any Person the Trustee to take any steps to perfect and maintain perfected its interest in the Receivables or other property acquired by the Trustee from the Seller or any security or collateral related to the Obligations Obligations, or (vii) any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor or suretyguarantor. The Guarantor agrees that the Administrative Agent and the Beneficiaries Trustee shall be under no obligation to marshal any marsxxxx xxx assets in favor of or against or in payment of any or all of the Obligations. The Guarantor further agrees that, to the extent that MBCC makes a payment is made by a Seller or payments to the Collection Agent under the Transaction DocumentsTrustee, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to such Seller or the Collection AgentMBCC, its estate, trustee, receiver or any other party, including without limitation, the Guarantor, under any bankruptcy, insolvency or similar state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the Obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the F-2 152 date such initial payment, reduction or satisfaction occurred. The Guarantor waives all set-offs, defenses and counterclaims and all presentments, demands for performance, notices of dishonor and notice notices of acceptance of this Guaranty. The Guarantor’s Guarantor agrees that its obligations under this Guaranty shall be irrevocable.