Common use of Validity of Obligations Clause in Contracts

Validity of Obligations. (a) The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be absolute and unconditional, irrespective of (i) the validity, enforceability, avoidance, subordination, discharge or disaffirmance by any Person (including a trustee in bankruptcy) of the Guaranteed Obligations, (ii) the absence of any attempt by the Administrative Agent, any Purchaser or the SPV to collect any Receivables, or to obtain performance or observance of the Guaranteed Obligations from any Covered Entity or any other Person, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by the Administrative Agent, any Purchaser or the SPV with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term of any of the Guaranteed Obligations, or rights of the Administrative Agent, any Purchaser or the SPV with respect thereto, (vi) the failure by the Administrative Agent, any Purchaser or the SPV to take any steps to perfect and maintain perfected its interest in any Receivable, the Collateral or any portion thereof or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any authorization or approval from or other action by or to notify or file with, any Governmental Authority required in connection with the performance of the obligations hereunder by the Performance Guarantor, (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any Covered Entity or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any assets of any Covered Entity or the SPV, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents and (x) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, the Performance Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered Entity, the SPV or any of their assets or obligations. The Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Guaranty. The Performance Guarantor’s obligations under this Performance Guaranty shall not be limited if the Administrative Agent or any Purchaser 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 Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could otherwise have been due and performable or observable by any Covered Entity had such right and remedies been permitted to be exercised.

Validity of Obligations. (a) The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be are absolute and unconditional, irrespective of of: (i) the validity, enforceability, avoidance, subordination, discharge discharge, or disaffirmance by any Person (including a trustee in bankruptcybankruptcy or insolvency practitioner) of the Guaranteed Obligations, (ii) the absence of any attempt by the Administrative Agent, any Purchaser Agent (or by the SPV Seller or Canadian Guarantor) to collect on any ReceivablesPool Receivables or to realize upon any other Collateral or any other property or collateral, or to obtain performance or observance of the Guaranteed Obligations from any the Covered Entity Entities or the Seller, the Canadian Guarantor or any other Person, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by the Administrative Agent, any Purchaser Agent (or by the SPV Seller or Canadian Guarantor) with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term or provision of any of the Guaranteed Obligations, or rights of the Administrative Agent, any Purchaser Agent (or of the SPV Seller or Canadian Guarantor) with respect thereto, (vi) the failure by the Administrative Agent, any Purchaser Agent (or by the SPV Seller or Canadian Guarantor) to take any steps to perfect and maintain perfected its interest in any Receivable, the Collateral or any portion thereof or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any consent, authorization or approval from or other action by or to notify or file with, any Governmental Authority required in connection with the performance of the obligations hereunder by the Performance Guarantor, (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any Covered Entity or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any other assets of any Covered Entity or of the SPVSeller or Canadian Guarantor, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any Collateral collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents and (x) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, the Seller, Canadian Guarantor or the Performance Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered Entity, the SPV Seller the Canadian Guarantor or any of their assets or obligations. The Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Guaranty. The Performance Guarantor’s obligations under this Performance Guaranty shall not be limited if the Administrative Agent or any Purchaser (on behalf of the Secured Parties) is precluded for any reason (including, without limitation, the application of the automatic stay to a Covered Entity under Section 362 of the Bankruptcy Code) from enforcing or exercising any right or remedy with respect to the Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could would otherwise have been due and performable or observable by any Covered Entity had such right and remedies been permitted to be exercised.

Validity of Obligations. (a) The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be absolute and unconditional, irrespective of (i) the validity, enforceability, avoidance, subordination, discharge discharge, or disaffirmance by any Person (including a trustee in bankruptcy) of the Guaranteed Obligations, (ii) the absence of any attempt by the Administrative Agent, Administrator or any Purchaser or the SPV to collect any Receivables, or the absence of any attempt by the Administrator or any other Beneficiary to obtain performance or observance of the Guaranteed Obligations from any Covered Entity applicable Originator or any other Person, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by the Administrative Agent, any Purchaser or the SPV Administrator with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term of any of the Guaranteed Obligations, or rights of the Administrative Agent, Administrator or any Purchaser or the SPV other Beneficiary with respect thereto, (vi) the failure by the Administrative Agent, Administrator or any Purchaser or the SPV to take any steps to perfect and maintain perfected its interest in any Receivable, the Collateral or any portion thereof Receivable or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any authorization or approval from or other action by or to notify or file with, any Governmental Authority governmental authority or regulatory body required in connection with the performance of the obligations hereunder by the Performance Guarantor, Guarantor or (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense default available to, or a discharge of any Covered Entity Originator or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any assets of any Covered Entity or the SPV, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents and (x) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, the Performance Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered Entity, the SPV or any of their assets or obligations. The Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Guaranty. The Performance Guarantor’s obligations under this Performance Guaranty shall not be limited if the Administrative Agent Administrator or any Purchaser 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 Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could would otherwise have been due and performable or observable by any Covered Entity the applicable Originator had such right and remedies been permitted to be exercised.

Validity of Obligations. (a) The Performance Guarantor Support Provider agrees that its obligations under this Performance Guaranty Agreement shall be absolute and unconditional, irrespective of (i) the validity, enforceability, avoidance, subordination, discharge discharge, or disaffirmance by any Person (including a trustee in bankruptcy) of the Guaranteed Obligations, (ii) the absence of any attempt by the Administrative Agent, any Purchaser or the SPV to collect any ReceivablesCollections from the Obligor related thereto, or to obtain performance or observance of collect the Guaranteed Obligations from any Covered Entity the UDS Transaction Parties or any other Person, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by any Purchaser, the Administrative Agent, Agent or any Purchaser or the SPV other Person with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed Obligations, including, including without limitation, any amendment to or modification of any of the Transaction DocumentsDocument, (v) any law, rule, regulation or order of any jurisdiction affecting any term of any of the Guaranteed Obligations, or rights of any of the Purchasers, the Administrative Agent, Agent or any Purchaser or the SPV other Person with respect thereto, (vi) the failure by any of the Purchasers, the Administrative Agent, Agent or any Purchaser or the SPV other Person to take any steps to perfect and maintain perfected its respective interest in any Receivable, the Collateral Receivable or any portion thereof Receivables Assets or other property acquired by it pursuant to any of the Transaction Documents or in any security or collateral related to the Guaranteed ObligationsObligations (vii) any exchange or release of any Receivable or any Receivables Assets or other property acquired by any Purchaser, the Administrative Agent or any other Person pursuant to any of the Transaction Documents, (viiviii) any failure to obtain any authorization or approval from or other action by or to notify or file with, any Governmental Authority governmental authority or regulatory body required in connection with the performance of the obligations hereunder by the Performance Guarantor, Support Provider or (viiiix) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense default available to, or a discharge of any Covered Entity the UDS Transaction Parties or the Performance GuarantorSupport Provider, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above. The Support Provider further agrees that its obligations under this Agreement shall not be limited to any valuation, (ix) estimation or disallowance made in connection with any manner of application of Collateral or any assets of any Covered Entity or the SPV, or proceeds thereof, to satisfy all or proceedings involving any of the Guaranteed Obligations UDS Transaction Parties filed under the Bankruptcy Code, whether pursuant to Section 502 of the Bankruptcy Code or as otherwise permitted any other Section thereof. The Support Provider further agrees that none of the Purchasers, the Administrative Agent or any other Person under any of the Transaction Documents shall be under any obligation to marshall any assets in favor of or against or in payment ox xxx or all of the Obligations. The Support Provider further agrees that, to the extent that any Transaction Party makes a payment or payments to any of the Purchasers, the Administrative Agent or any other Person under any of the Transaction Documents, which payment or payments (or any manner of sale part thereof) are subsequently invalidated, declared to be fraudulent or other disposition of any Collateral for all preferential, set aside and/or required to be repaid to such Transaction Party, its estate, trustee or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents and (x) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, the Performance Guarantor receiver or any other Person party, including, without limitation, the Support Provider, under any bankruptcy law, state or federal law, common law or equitable cause, then to the equity ownershipextent of such payment or repayment, existencethe Obligation or part thereof which had been paid, control, merger, consolidation reduced or sale, lease or transfer of any satisfied by such amount shall be reinstated and continued in full force and effect as of the assets of any date such Personinitial payment, reduction or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered Entity, the SPV or any of their assets or obligationssatisfaction occurred. The Performance Guarantor Support Provider waives all set-offs and counterclaims and all presentments, demands of for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance GuarantyAgreement. The Performance Guarantor’s Support Provider's obligations under this Performance Guaranty Agreement shall not be limited if any Purchaser, the Administrative Agent or any Purchaser other Person is precluded for any reason (including, 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 Guaranteed Obligations, and the Performance Guarantor Support Provider shall perform pay to such Purchaser, the Administrative Agent or observesuch other Person, as applicable, upon demand, the Guaranteed amount of the Obligations that could would otherwise have been due and performable or observable by any Covered Entity payable had such right rights and remedies been permitted to be exercised.

Validity of Obligations. (a) The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be are absolute and unconditionalunconditional and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), irrespective of of: (i) the validity, enforceability, avoidance, subordination, discharge discharge, or disaffirmance by any Person (including a trustee in bankruptcy) of the Guaranteed Obligations, (ii) the absence of any attempt by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV Seller) to collect any ReceivablesPool Receivables or to realize upon any other Seller Collateral or any other property or collateral, or to obtain performance or observance of the Guaranteed Obligations from any the Covered Entity Entities or the Seller or any other Person, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV Seller) with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term or provision of any of the Guaranteed Obligations, or rights of the Administrative Agent, any Purchaser Secured Parties (or of the SPV Seller) with respect thereto, (vi) the failure by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV Seller) to take any steps to perfect and maintain perfected its interest in any Receivable, the Seller Collateral or any portion thereof or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any consent, authorization or approval from or other action by by, or to notify or file with, any Governmental Authority required in connection with the performance of the obligations hereunder by the Performance Guarantor, (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any Covered Entity or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any other assets of any Covered Entity or of the SPVSeller, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any Collateral collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents and (x) any changeDocuments, restructuring or termination of the corporate structure or existence of any Covered Entity, the Performance Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered Entity, the SPV or any of their assets or obligations. The Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Guaranty. The Performance Guarantor’s obligations under this Performance Guaranty shall not be limited if the Administrative Agent or any Purchaser 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 Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could otherwise have been due and performable or observable by any Covered Entity had such right and remedies been permitted to be exercised.and

Validity of Obligations. (a) The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be absolute and unconditional, irrespective of (i) the validity, enforceability, avoidance, subordination, discharge or disaffirmance by any Person (including a trustee in bankruptcy) of the Guaranteed Obligations, (ii) the absence of any attempt by the Administrative Agent, any Purchaser or the SPV to collect any Receivables, or to obtain performance or observance of the Guaranteed Obligations from any Covered Entity or any other Person, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by the Administrative Agent, any Purchaser or the SPV with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term of any of the Guaranteed Obligations, or rights of the Administrative Agent, any Purchaser or the SPV with respect thereto, (vi) the failure by the Administrative Agent, any Purchaser or the SPV to take any steps to perfect and maintain perfected its interest in any Receivable, the Collateral or any portion thereof or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any authorization or approval from or other action by or to notify or file with, any Governmental Authority required in connection with the 714478069 14453709 3 performance of the obligations hereunder by the Performance Guarantor, (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any Covered Entity or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any assets of any Covered Entity or the SPV, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents and (x) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, the Performance Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered Entity, the SPV or any of their assets or obligations. The Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Guaranty. The Performance Guarantor’s obligations under this Performance Guaranty shall not be limited if the Administrative Agent or any Purchaser 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 Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could otherwise have been due and performable or observable by any Covered Entity had such right and remedies been permitted to be exercised.

Validity of Obligations. (a) The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be are absolute and unconditional, irrespective of of: (i) the validity, enforceability, avoidance, subordination, discharge discharge, or disaffirmance by any Person (including a trustee in bankruptcy) of the Guaranteed Obligations, (ii) the absence of any attempt by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV Borrower) to collect any ReceivablesPool Receivables or to realize upon any other Collateral or any other property or collateral, or to obtain performance or observance of the Guaranteed Obligations from any the Covered Entity Entities or the Borrower or any other Person, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV Borrower) with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term or provision of any of the Guaranteed Obligations, or rights of the Administrative Agent, any Purchaser Secured Parties (or of the SPV Borrower) with respect thereto, (vi) the failure by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV Borrower) to take any steps to perfect and maintain perfected its interest in any Receivable, the Collateral or any portion thereof or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any consent, authorization or approval from or other action by by, or to notify or file with, any Governmental Authority required in connection with the performance of the obligations hereunder by the Performance Guarantor, (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any Covered Entity or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any other assets of any Covered Entity or of the SPVBorrower, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any Collateral collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents and (x) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, the Borrower or the Performance Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered Entity, the SPV Borrower or any of their assets or obligations. The Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Guaranty. The Performance Guarantor’s obligations under this Performance Guaranty shall not be limited if the Administrative Agent or any Purchaser Secured Party 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 Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could would otherwise have been due and performable or observable by any Covered Entity had such right and remedies been permitted to be exercised.

Validity of Obligations. (a) The Performance Guarantor Parent agrees that its obligations under this Performance Guaranty Agreement shall be absolute and unconditional, irrespective of of, without limitation, (ia) the validity, enforceability, avoidance, subordination, discharge discharge, or disaffirmance by any Person (including a trustee in bankruptcy) of the Guaranteed Seller Obligations, any Receivable, the Investor Agreement or the Parallel Purchase Agreement, (iib) the absence of any attempt by the Administrative Agent, any Purchaser or the SPV to collect any ReceivablesReceivables from the Obligor related thereto or any guarantor, or to obtain performance or observance of collect the Guaranteed Seller Obligations from any Covered Entity the Seller or any other Person, (iiic) the waiver, consent, amendment, modification, consent extension, forbearance or granting of any indulgence by any of the Administrative Agent, any Purchaser Purchase Parties or the SPV Agent with respect to any provision of any agreement or instrument evidencing the Guaranteed ObligationsSeller Obligations or any Receivable, (ivd) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed ObligationsSeller Obligations or any Receivable, including, including without limitation, any amendment to or modification of any of the Transaction DocumentsInvestor Agreement or the Parallel Purchase Agreement, (ve) any law, rule, regulation or order of any jurisdiction affecting any term of any of the Guaranteed Seller Obligations, any Receivable, or rights of any of the Administrative Agent, any Purchaser Purchase Parties or the SPV Agent with respect thereto, (vif) the failure by any of the Administrative Agent, any Purchaser Purchase Parties or the SPV Agent to take any steps to perfect and maintain perfected its respective interest in any Receivable, the Collateral or any portion thereof Receivable or other property acquired by any of the Purchase Parties from the Seller or in any security or collateral related to the Guaranteed Seller Obligations, (viig) any exchange or release of any Receivable or other property acquired by the Purchase Parties from the Seller, (h) any failure to obtain any authorization or approval from or other action by or to notify or file with, any Governmental Authority governmental authority or regulatory body required in connection with the performance of the obligations hereunder by the Performance Guarantor, Parent or (viiii) any impossibility impossi- bility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances similar circumstance which might constitute a defense available to, or a discharge of any Covered Entity the Seller or the Performance GuarantorParent. The Parent further agrees that its obligations under this Agreement shall not be limited by any valuation, estimation or disallowance made in connection with any proceedings involving the Seller filed under the United States Bankruptcy Code, as amended ("Code"), whether pursuant to Section 502 of the Code or any other circumstance, event Section thereof. The Parent further agrees that none of the Purchase Parties or happening whatsoever whether foreseen or unforeseen and whether similar the Agent shall be under any obligation to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or xxxxxxxx any assets in favor of or against or in payment of any Covered Entity or all of the SPV, or proceeds thereofSeller Obligations. The Parent further agrees that, to satisfy all the extent that the Seller makes a payment or payments to any of the Guaranteed Obligations Purchase Parties or as otherwise permitted under the Transaction DocumentsAgent, which payment or payments (or any manner of sale part thereof) are subsequently invalidated, declared to be fraudulent or other disposition of any Collateral for all preferential, set aside and/or required to be repaid to the Seller, its estate, trustee or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents and (x) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, the Performance Guarantor receiver or any other Person party, including, without limitation, the Parent, under any bankruptcy law, state or federal law, common law or equitable cause, then to the equity ownershipextent of such payment or repayment, existencethe Seller Obliga- tion or part thereof which had been paid, control, merger, consolidation reduced or sale, lease or transfer of any satisfied by such amount shall be reinstated and continued in full force and effect as of the assets of any date such Personinitial payment, reduction or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered Entity, the SPV or any of their assets or obligationssatisfaction occurred. The Performance Guarantor Parent waives all set-offs and counterclaims and all presentments, demands of for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance GuarantyAgreement. The Performance Guarantor’s Parent shall perform its obligations under and as contemplated by this Agreement without set-off or counterclaim, any such claims to be pursued independently of the Parent's performance hereunder. The Parent's obligations under this Performance Guaranty Agreement shall not be limited if the Administrative Purchase Parties or the Agent or any Purchaser is are precluded for any reason (including, 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 Guaranteed Seller Obligations, and the Performance Guarantor Parent shall perform or observepay to the Purchase Parties and the Agent, upon demand, the Guaranteed amount of the Seller Obligations that could would otherwise have been due and performable or observable by any Covered Entity payable had such right rights and remedies been permitted to be exercised.

Validity of Obligations. (a) The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be absolute and unconditional, irrespective of (i) the validity, enforceability, avoidance, subordination, discharge discharge, or disaffirmance by any Person (including a trustee in bankruptcy) of the Guaranteed Obligations, (ii) the absence of any attempt by the Administrative Administrator, any Purchaser Agent, any Purchaser or the SPV to collect any Receivables, or to obtain performance or observance of the Guaranteed Obligations from any Covered Entity Subsidiary or any other Person, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by the Administrative Administrator, any Purchaser Agent, any Purchaser or the SPV with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term of any of the Guaranteed Obligations, or rights of the Administrative Administrator, any Purchaser Agent, any Purchaser or the SPV with respect thereto, (vi) the failure by the Administrative Administrator, any Purchaser Agent, any Purchaser or the SPV to take any steps to perfect and maintain perfected its interest in any Receivable, the Collateral or any portion thereof Receivable or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any authorization or approval from or other action by or to notify or file with, any Governmental Authority governmental authority or regulatory body required in connection with the performance of the obligations hereunder by the Performance Guarantor, (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any Covered Entity Subsidiary, the SPV or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral collateral or any other assets of any Covered Entity Subsidiary or the SPV, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any Collateral collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents Documents, and (x) any change, restructuring or termination of the corporate structure or existence of any Covered EntitySubsidiary, the SPV, the Performance Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered EntitySubsidiary, the SPV or any of their assets or obligations. The Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Guaranty. The Performance Guarantor’s obligations under this Performance Guaranty shall not be limited if the Administrative Administrator, any Purchaser Agent or any Purchaser 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 Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could otherwise have been due and performable or observable by any Covered Entity Subsidiary had such right and remedies been permitted to be exercised.

Validity of Obligations. (a) The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be absolute and unconditional, irrespective of (i) the validity, enforceability, avoidance, subordination, discharge discharge, or disaffirmance by any Person (including a trustee in bankruptcy) of the Guaranteed Obligations, (ii) the absence of any attempt by the Administrative Agent, Administrator or any Purchaser or the SPV to collect any Receivables, or to obtain performance or observance of the Guaranteed Obligations from any Covered Entity applicable Originator or any other Person, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by the Administrative Agent, any Purchaser or the SPV Administrator with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term of any of the Guaranteed Obligations, or rights of the Administrative Agent, Administrator or any Purchaser or the SPV with respect thereto, (vi) the failure by the Administrative Agent, Administrator or any Purchaser or the SPV to take any steps to perfect and maintain perfected its interest in any Receivable, the Collateral or any portion thereof Receivable or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any authorization or approval from or other action by or to notify or file with, any Governmental Authority governmental authority or regulatory body required in connection with the performance of the obligations hereunder by the Performance Guarantor, Guarantor or (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense default available to, or a discharge of any Covered Entity Originator or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any assets of any Covered Entity or the SPV, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents and (x) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, the Performance Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered Entity, the SPV or any of their assets or obligations. The Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Guaranty. The Performance Guarantor’s obligations under this Performance Guaranty shall not be limited if the Administrative Agent Administrator or any Purchaser 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 Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could otherwise have been due and performable or observable by any Covered Entity had such right and remedies been permitted to be exercised.Guaranteed

Validity of Obligations. (a) The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be are absolute and unconditional, irrespective of of: (i) the validity, enforceability, avoidance, subordination, discharge discharge, or disaffirmance by any Person (including a trustee in bankruptcy) of the Guaranteed Obligations, (ii) the absence of any attempt by the Administrative Agent, any Purchaser Secured Party (or the SPV by any Borrower) to collect any ReceivablesPool Receivables or to realize upon any other Collateral or any other property or collateral, or to obtain performance or observance of the Guaranteed Obligations from the Covered Entities or any Covered Entity Borrower or any other Person, (iii) the any waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by the Administrative Agent, any Purchaser Secured Party (or the SPV by any Borrower) with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term or provision of any of the Guaranteed Obligations, or rights of the Administrative Agent, any Purchaser Secured Parties (or of the SPV Borrowers) with respect thereto, (vi) the failure by the Administrative Agent, any Purchaser Secured Party (or the SPV by any Borrower) to take any steps to perfect and maintain perfected its interest in any Receivable, the Collateral or any portion thereof or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any consent, authorization or approval from or other action by or to notify or file with, any Governmental Authority required in connection with the performance of the obligations hereunder by the Performance Guarantor, (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any Covered Entity or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any other assets of any Covered Entity or the SPVof any Borrower, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any Collateral collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents and (x) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, any Borrower or the Performance Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered Entity, the SPV any Borrower or any of their assets or obligations. The Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Guaranty. The Performance Guarantor’s obligations under this Performance Guaranty shall not be limited if the Administrative Agent or any Purchaser Secured Party 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 Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could would otherwise have been due and performable or observable by any Covered Entity had such right and remedies been permitted to be exercised.

Validity of Obligations. (a) The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be are absolute and unconditional, irrespective of of: (i) the validity, enforceability, avoidance, subordination, discharge discharge, or disaffirmance by any Person (including a trustee in bankruptcy) of the Guaranteed Obligations, (ii) the absence of any attempt by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV Borrower) to collect any ReceivablesPool Receivables or to realize upon any other Collateral or any other property or collateral, or to obtain performance or observance of the Guaranteed Obligations from any the Covered Entity Entities or the Borrower or any other Person, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV Borrower) with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term or provision of any of the Guaranteed Obligations, or rights of the Administrative Agent, any Purchaser Secured Parties (or of the SPV Borrower) with respect thereto, (vi) the failure by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV Borrower) to take any steps to perfect and maintain perfected its interest in any Receivable, the Collateral or any portion thereof or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any consent, authorization or approval from or other action by or to notify or file with, any Governmental Authority required in connection with the performance of the obligations hereunder by the Performance Guarantor, (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any Covered Entity or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any other assets of any Covered Entity or of the SPVBorrower, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any Collateral collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents and (x) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, the Borrower or the Performance Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered Entity, the SPV Borrower or any of their assets or obligations. The Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Guaranty. The Performance Guarantor’s obligations under this Performance Guaranty shall not be limited if the Administrative Agent or any Purchaser Secured Party 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 Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could would otherwise have been due and performable or observable by any Covered Entity had such right and remedies been permitted to be exercised.

Validity of Obligations. (a) The Performance Guarantor UAG agrees that its obligations under this Performance Guaranty Agreement shall be absolute and unconditional, irrespective of (i) the validity, enforceability, avoidance, subordination, discharge discharge, or disaffirmance by any Person (including a trustee in bankruptcy) of the Guaranteed Atlantic Obligations, any Receivable or the AAFC Purchase Agreement, (ii) the absence of any attempt by the Administrative Agent, any Purchaser or the SPV to collect any ReceivablesReceivables from the Obligor related thereto or any guarantor, or to obtain performance or observance of collect the Guaranteed Atlantic Obligations from any Covered Entity Atlantic or any other Person, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by any of the Administrative Agent, any Purchaser or the SPV AFC Parties with respect to any provision of any agreement or instrument evidencing the Guaranteed ObligationsAtlantic Obligations or any Receivable, (iv) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed ObligationsAtlantic Obligations or any Receivable, including, including without limitation, any amendment to or modification of any of the Transaction DocumentsAAFC Purchase Agreement, (v) any law, rule, regulation or order of any jurisdiction affecting any term of any of the Guaranteed Atlantic Obligations, any Receivable, or rights of any of the Administrative Agent, any Purchaser or the SPV AFC Parties with respect thereto, (vi) the failure by any of the Administrative Agent, any Purchaser or the SPV AFC Parties to take any steps to perfect and maintain perfected its respective interest in any Receivable, the Collateral or any portion thereof Receivable or other property acquired by any of the AFC Parties from Atlantic or in any security or collateral related to the Guaranteed Atlantic Obligations, (vii) any exchange or release of any Receivable or other property acquired by the AFC Parties from Atlantic, (viii) any failure to obtain any authorization or approval from or other action by or to notify or file with, any Governmental Authority governmental authority or regulatory body required in connection with the performance of the obligations hereunder by the Performance Guarantor, UAG or (viiiix) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense default available to, or a discharge of any Covered Entity Atlantic or the Performance GuarantorUAG, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above. UAG further agrees that its obligations under this Agreement shall not be limited by any valuation, (ix) estimation or disallowance made in connection with any manner proceedings involving Atlantic filed under the Bankruptcy Code, whether pursuant to Section 502 of application of Collateral the Bankruptcy Code or any other Section thereof. UAG further agrees that none of the AFC Parties shall be under any obligation to xxxxxxxx any assets in favor of or against or in payment of any Covered Entity or all of the SPV, or proceeds thereofAtlantic Obligations. UAG further agrees that, to satisfy all the extent that Atlantic makes a payment or payments to any of the Guaranteed Obligations AFC Parties, which payment or as otherwise permitted under the Transaction Documents, payments (or any manner of sale part thereof) are subsequently invalidated, declared to be fraudulent or other disposition of any Collateral for all preferential, set aside and/or required to be repaid to Atlantic, its estate, trustee or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents and (x) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, the Performance Guarantor receiver or any other Person party, including, without limitation, UAG, under any bankruptcy law, state or federal law, common law or equitable cause, then to the equity ownershipextent of such payment or repayment, existencethe Atlantic Obligations or part thereof which had been paid, control, merger, consolidation reduced or sale, lease or transfer of any satisfied by such amount shall be reinstated and continued in full force and effect as of the assets of any date such Personinitial payment, reduction or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered Entity, the SPV or any of their assets or obligationssatisfaction occurred. The Performance Guarantor UAG waives all set-offs and counterclaims and all presentments, demands of for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance GuarantyAgreement. The Performance Guarantor’s UAG's obligations under this Performance Guaranty Agreement shall not be limited if the Administrative Agent or any Purchaser is AFC Parties are precluded for any reason (including, 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 Guaranteed Atlantic Obligations, and UAG shall pay to the Performance Guarantor shall perform or observeAFC Parties, upon demand, the Guaranteed amount of the Atlantic Obligations that could would otherwise have been due and performable or observable by any Covered Entity payable had such right rights and remedies been permitted to be exercised.

Validity of Obligations. (a) The Each Performance Guarantor agrees that its obligations under this Performance Guaranty Agreement shall be absolute and unconditional, irrespective of (i) the validity, enforceability, avoidancedisaffirmance, subordination, discharge settlement or disaffirmance compromise (by any Person (other than one of the Guaranteed Parties, including a trustee in bankruptcy) of the Guaranteed ObligationsObligations due to the inability of a Guarantee Party to pay or perform such obligation, (ii) the absence of any attempt by the Administrative Agent, any Purchaser or the SPV to collect any Receivables, or to obtain performance or observance of the Guaranteed Obligations from any Covered Entity or any other Persona Guarantee Party, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by the Administrative Agent, any Purchaser or the SPV with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance ofor payment, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (viv) any law, rule, regulation or order of any jurisdiction affecting any term terms of any of the Guaranteed Obligations, or rights of the Administrative Agent, any Purchaser or the SPV with respect thereto, (vi) the failure by the Administrative Agent, any Purchaser or the SPV to take any steps to perfect and maintain perfected its interest in any Receivable, the Collateral or any portion thereof or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any authorization or approval from or other action by or to notify or file with, any Governmental Authority required in connection with the performance of the obligations hereunder by the Performance Guarantor, (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any Covered Entity or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any assets of any Covered Entity or the SPV, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under rights of the Transaction DocumentsGuaranteed Parties with respect hereto due to the inability of a Guarantee Party to pay or perform such obligation (including any estimation, reduction or any manner of sale or other disposition of any Collateral for all or any valuation of the Guaranteed Obligations made in connection with any proceedings involving a Guarantee Party or as otherwise permitted either Performance Guarantor filed under the Transaction Documents and (x) any changeFederal Bankruptcy Code, restructuring or termination whether pursuant to Section 502 of the corporate structure or existence of any Covered Entity, the Performance Guarantor Federal Bankruptcy Code or any other Person Section thereof), and (v) any other circumstance that would otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Performance Guarantor further agrees that, to the equity ownershipextent that a Guarantee Party on its own behalf pursuant to the Related Documents, existence, control, merger, consolidation makes a payment or sale, lease or transfer of any payments to the Guaranteed Parties in respect of the assets of any such Person, Guaranteed Obligations which payment or payments or any bankruptcypart thereof are subsequently invalidated, insolvencydeclared to be fraudulent or preferential, winding upset aside or required to be repaid to its estate, dissolutiontrustee, liquidationreceiver or any other party, receivershipunder any bankruptcy law, assignment for state or federal law, common law or equitable cause, then to the benefit extent of creditors, arrangement, composition, readjustment such payment or reorganization of, or similar proceedings affecting, any Covered Entityrepayment, the SPV Guaranteed Obligations or any part thereof that has been paid, reduced or satisfied by such amount shall be reinstated and continue in full force and effect as of their assets the date such initial payment, reduction or obligationssatisfaction occurred. The Each Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices notices. After all of acceptance the Guaranteed Obligations have been performed or satisfied in full, the relevant Performance Guarantor shall be subrogated to the rights and remedies of this the Guaranteed Parties with respect to any Guarantee Party. Each Performance Guaranty. The Performance Guarantor’s Guarantor agrees that its obligations under this Performance Guaranty shall not be limited if the Administrative Agent or any Purchaser 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 Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could otherwise have been due and performable or observable by any Covered Entity had such right and remedies been permitted to be exercisedirrevocable.

Validity of Obligations. (a) The Performance Guarantor Each Originator jointly and severally agrees that its obligations under this Performance Guaranty shall be are absolute and unconditional, irrespective of of: (i) the validity, enforceability, avoidance, subordination, discharge discharge, or disaffirmance by any Person (including a trustee in bankruptcybankruptcy or insolvency practitioner) of the Guaranteed Obligations, (ii) the absence of any attempt by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV SPV) to collect on any ReceivablesPool Receivables or to realize upon any other Collateral or any other property or collateral, or to obtain performance or observance of the Guaranteed Obligations from any the Covered Entity Originators or the SPV or any other Person, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV SPV) with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Loan Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term or provision of any of the Guaranteed Obligations, or rights of the Administrative Agent, any Purchaser Secured Parties (or of the SPV SPV) with respect thereto, (vi) the failure by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV SPV) to take any steps to perfect and maintain perfected its interest in any Receivable, the Collateral or any portion thereof or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any consent, authorization or approval from or other action by or to notify or file with, any Governmental Authority required in connection with the performance of the obligations hereunder by the Performance Guarantoreach Originator, (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any Covered Entity Originator or the Performance Guarantoreach Originator, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any other assets of any Covered Entity Originator or of the SPV, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Loan Documents, or any manner of sale or other disposition of any Collateral collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Loan Documents and (x) any change, restructuring or termination of the corporate structure or existence of any Covered EntityOriginator, the Performance Guarantor SPV or each Originator or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered EntityOriginator, the SPV or any of their assets or obligations. The Performance Guarantor Each Originator waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Guaranty. The Performance GuarantorEach Originator’s obligations under this Performance Guaranty shall not be limited if the Administrative Agent or any Purchaser Secured Party is precluded for any reason (including, without limitation, the application of the automatic stay to a Covered Originator under Section 362 of the Bankruptcy Code) from enforcing or exercising any right or remedy with respect to the Guaranteed Obligations, and the Performance Guarantor each Originator shall perform or observe, upon demand, the Guaranteed Obligations that could would otherwise have been due and performable or observable by any Covered Entity Originator had such right and remedies been permitted to be exercised.

Validity of Obligations. (a) The Each Performance Guarantor agrees that its obligations under this Performance Guaranty shall be absolute and unconditional, irrespective of (i) the validity, enforceability, avoidance, subordination, discharge discharge, or disaffirmance by any Person (including a trustee in bankruptcy) of the Guaranteed Obligations, (ii) the absence of any attempt by the Administrative AgentAdministrator, any Purchaser or the SPV to collect any Receivables, or to obtain performance or observance of the Guaranteed Obligations from any the Covered Entity Subsidiary, the other Performance Guarantor or any other Person, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by the Administrative Agent, any Purchaser or the SPV Administrator with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term of any of the Guaranteed Obligations, or rights of the Administrative Agent, Administrator or any Purchaser or the SPV with respect thereto, (vi) the failure by the Administrative Agent, Administrator or any Purchaser or the SPV to take any steps to perfect and maintain perfected its interest in any Receivable, the Collateral or any portion thereof Receivable or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any authorization or approval from or other action by or to notify or file with, any Governmental Authority governmental authority or regulatory body required in connection with the performance of the obligations hereunder by the either Performance Guarantor, Guarantor or (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any of, the Covered Entity Subsidiary or the either Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any assets of any Covered Entity or the SPV, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents and (x) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, the Performance Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered Entity, the SPV or any of their assets or obligations. The Each Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Guaranty. The Each Performance Guarantor’s obligations under this Performance Guaranty shall not be limited if the Administrative Agent Administrator or any Purchaser 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 Guaranteed Obligations, and the each Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could would otherwise have been due and performable or observable by any the Covered Entity Subsidiary had such right and remedies been permitted to be exercised.

Validity of Obligations. (a) The Each Performance Guarantor agrees that its obligations under this Performance Guaranty shall be absolute and unconditional, irrespective of (i) the validity, enforceability, avoidance, subordination, discharge discharge, or disaffirmance by any Person (including a trustee in bankruptcy) of the Guaranteed Obligations, (ii) the absence of any attempt by the Administrative Agent, Administrator or any Purchaser or the SPV to collect any Receivables, or to obtain performance or observance of the Guaranteed Obligations from the Servicer, any Covered Entity applicable Originator or any other Person, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by the Administrative Agent, any Purchaser or the SPV Administrator with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term of any of the Guaranteed Obligations, or rights of the Administrative Agent, Administrator or any Purchaser or the SPV with respect thereto, (vi) the failure by the Administrative Agent, Administrator or any Purchaser or the SPV to take any steps to perfect and maintain perfected its interest in any Receivable, the Collateral or any portion thereof Receivable or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any authorization or approval from or other action by or to notify or file with, any Governmental Authority governmental authority or regulatory body required in connection with the performance of the obligations hereunder by the either Performance Guarantor, Guarantor or (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense default available to, or a discharge of the Servicer, any Covered Entity Originator or the either Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any assets of any Covered Entity or the SPV, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents and (x) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, the Performance Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered Entity, the SPV or any of their assets or obligations. The Each Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Guaranty. The Each Performance Guarantor’s obligations under this Performance Guaranty shall not be limited if the Administrative Agent Administrator or any Purchaser 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 Guaranteed Obligations, and the each Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could would otherwise have been due and performable or observable by any Covered Entity the Servicer and/or the applicable Originator had such right and remedies been permitted to be exercised.

Validity of Obligations. (a) The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be are absolute and unconditionalunconditional and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations or written settlement between the Covered Parties and an Originator or the Servicer, as applicable), irrespective of of: (i) the validity, enforceability, avoidance, subordination, discharge discharge, or disaffirmance by any Person (including a trustee in bankruptcy) of the Guaranteed Obligations, (ii) the absence of any attempt by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV Seller) to collect any ReceivablesSold Assets or to realize upon any other Seller Collateral or any other property or collateral, or to obtain performance or observance of the Guaranteed Obligations from any the Covered Entity Entities or the Seller or any other Person, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV Seller) with respect to any provision of any agreement or instrument evidencing the Guaranteed ObligationsObligations other than a written settlement agreement as described above, (iv) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, subject to compliance with Section 8(b), any amendment to or modification of any of the Transaction Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term or provision of any of the Guaranteed Obligations, or rights of the Administrative Agent, any Purchaser Secured Parties (or of the SPV Seller) with respect thereto, (vi) the failure by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV Seller) to take any steps to perfect and maintain perfected its interest in any Receivable, the Seller Collateral or any portion thereof or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any consent, authorization or approval from or other action by by, or to notify or file with, any Governmental Authority required in connection with the performance of the obligations hereunder by the Performance Guarantor, (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any Covered Entity or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any other assets of any Covered Entity or the SPVEntity, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any Collateral collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents and Documents, (x) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, Entity or the Performance Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered Entity, the SPV Entity or any of their assets or obligations. The Performance Guarantor waives all set-offs , and counterclaims and all presentments(xi) any failure to assert or enforce or agreement not to assert or enforce, demands or the stay or enjoining, by order of performancecourt, notices by operation of nonperformancelaw or otherwise, protestsof the exercise or enforcement of, notices of protestany claim or demand or any right, notices of dishonor and notices of acceptance of this Performance Guarantypower or remedy with respect to the Guaranteed Obligations or any agreement relating thereto. The Performance Guarantor’s obligations under this Performance Guaranty shall not be limited if the Administrative Agent or any Purchaser Secured Party 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 Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon within ten (10) days after written demand, the Guaranteed Obligations that could would otherwise have been due and performable or observable by any Covered Entity had such right and remedies been permitted to be exercised.

Validity of Obligations. (a) The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be are absolute and unconditional, irrespective of of: (i) the validity, enforceability, avoidance, subordination, discharge discharge, or disaffirmance by any Person (including a trustee in bankruptcybankruptcy or insolvency practitioner) of the Guaranteed Obligations, (ii) the absence of any attempt by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV SPV) to collect on any ReceivablesPool Receivables or to realize upon any other Collateral or any other property or collateral, or to obtain performance or observance of the Guaranteed Obligations from any the Covered Entity Entities or the SPV or any other Person, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV SPV) with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Loan Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term or provision of any of the Guaranteed Obligations, or rights of the Administrative Agent, any Purchaser Secured Parties (or of the SPV SPV) with respect thereto, (vi) the failure by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV SPV) to take any steps to perfect and maintain perfected its interest in any Receivable, the Collateral or any portion thereof or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any consent, authorization or approval from or other action by or to notify or file with, any Governmental Authority required in connection with the performance of the obligations hereunder by the Performance Guarantor, (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any Covered Entity or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any other assets of any Covered Entity or of the SPV, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Loan Documents, or any manner of sale or other disposition of any Collateral collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Loan Documents and (x) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, the SPV or the Performance Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered Entity, the SPV or any of their assets or obligations. The Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Guaranty. The Performance Guarantor’s obligations under this Performance Guaranty shall not be limited if the Administrative Agent or any Purchaser Secured Party is precluded for any reason (including, without limitation, the application of the automatic stay to a Covered Entity under Section 362 of the Bankruptcy Code) from enforcing or exercising any right or remedy with respect to the Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could would otherwise have been due and performable or observable by any Covered Entity had such right and remedies been permitted to be exercised.

Validity of Obligations. (a) The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be are absolute and unconditional, irrespective of of: (i) the validity, enforceability, avoidance, subordination, discharge discharge, or disaffirmance by any Person (including a trustee in bankruptcybankruptcy or insolvency practitioner) of the Guaranteed Obligations, (ii) the absence of any attempt by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV Borrower) to collect any ReceivablesPool Receivables or to realize upon any other Collateral or any other property or collateral, or to obtain performance or observance of the Guaranteed Obligations from any the Covered Entity Entities, or the Borrower or any other Person, (iii) the any waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV Borrower) with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term or provision of any of the Guaranteed Obligations, or rights of the Administrative Agent, any Purchaser Secured Parties (or of the SPV Borrower) with respect thereto, (vi) the failure by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV Borrower) to take any steps to perfect and maintain perfected its interest in any Receivable, the Collateral or any portion thereof or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any consent, authorization or approval from or other action by or to notify or file with, any Governmental Authority required in connection with the performance of the obligations hereunder by the Performance Guarantor, (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any Covered Entity or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any other assets of any Covered Entity or of the SPVBorrower, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any Collateral collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents and (x) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, the Borrower or the Performance Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered Entity, the SPV Borrower or any of their assets or obligations. The Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Guaranty. The Performance Guarantor’s obligations under this Performance Guaranty shall not be limited if the Administrative Agent or any Purchaser Secured Party 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 Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could would otherwise have been due and performable or observable by any Covered Entity had such right and remedies been permitted to be exercised.

Validity of Obligations. (a) The Performance Guarantor agrees that its obligations under this Performance Guaranty Agreement shall be absolute and unconditional, irrespective of (i) the validity, enforceability, avoidancedisaffirmance, subordination, discharge settlement or disaffirmance compromise (by any Person (other than one of the Guaranteed Parties, including a trustee in bankruptcy) of the Guaranteed ObligationsObligations due to the inability of a Guaranty Party to pay or perform such obligation, (ii) the absence of any attempt by the Administrative Agent, any Purchaser or the SPV to collect any Receivables, or to obtain performance or observance of the Guaranteed Obligations from any Covered Entity or any other Persona Guaranty Party, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by the Administrative Agent, any Purchaser or the SPV with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance ofor payment, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (viv) any law, rule, regulation or order of any jurisdiction affecting any term terms of any of the Guaranteed Obligations, or rights of the Administrative Agent, any Purchaser or the SPV with respect thereto, (vi) the failure by the Administrative Agent, any Purchaser or the SPV to take any steps to perfect and maintain perfected its interest in any Receivable, the Collateral or any portion thereof or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any authorization or approval from or other action by or to notify or file with, any Governmental Authority required in connection with the performance of the obligations hereunder by the Performance Guarantor, (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any Covered Entity or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any assets of any Covered Entity or the SPV, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under rights of the Transaction DocumentsGuaranteed Parties with respect hereto due to the inability of a Guaranty Party to pay or perform such obligation (including any estimation, reduction or any manner of sale or other disposition of any Collateral for all or any valuation of the Guaranteed Obligations made in connection with any proceedings involving a Guaranty Party or as otherwise permitted under the Transaction Documents and (x) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, the Performance Guarantor filed under the Federal Bankruptcy Code, whether pursuant to Section 502 of the Federal Bankruptcy Code or any other Person Section thereof), and (v) any other circumstance that would otherwise constitute a legal or equitable discharge or defense of a guarantor. The Performance Guarantor further agrees that, to the equity ownershipextent that a Guaranty Party on its own behalf pursuant to the Transaction Document, existence, control, merger, consolidation makes a payment or sale, lease or transfer of any payments to the Guaranteed Parties in respect of the assets of any such Person, Guaranteed Obligations which payment or payments or any bankruptcypart thereof are subsequently invalidated, insolvencydeclared to be fraudulent or preferential, winding upset aside or required to be repaid to its estate, dissolutiontrustee, liquidationreceiver or any other party, receivershipunder any bankruptcy law, assignment for state or federal law, common law or equitable cause, then to the benefit extent of creditors, arrangement, composition, readjustment such payment or reorganization of, or similar proceedings affecting, any Covered Entityrepayment, the SPV Guaranteed Obligations or any part thereof that has been paid, reduced or satisfied by such amount shall be reinstated and continue in full force and effect as of their assets the date such initial payment, reduction or obligationssatisfaction occurred. The Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices notices. After all of acceptance the Guaranteed Obligations have been performed or satisfied in full, the Performance Guarantor shall be subrogated to the rights and remedies of this Performance Guarantythe Guaranteed Parties with respect to any Guaranty Party. The Performance Guarantor’s Guarantor agrees that its obligations under this Performance Guaranty shall not be limited if the Administrative Agent or any Purchaser 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 Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could otherwise have been due and performable or observable by any Covered Entity had such right and remedies been permitted to be exercisedirrevocable.

Validity of Obligations. (a) The Performance Guarantor Irrevo- cability. Tech Data agrees that its obligations under this Performance Guaranty guaranty shall be absolute and unconditional, irrespective of (i) the validity, enforceability, avoidance, subordination, discharge or disaffirmance (by any Person (Person, including a trustee in bankruptcy) of the Guaranteed ObligationsObligations or of this Agreement, (ii) the absence of any attempt by the Administrative Agent, any Purchaser or the SPV to collect any Receivables, or to obtain performance or observance of the Guaranteed Obligations from any Covered Entity the Transferor or any other Personguarantor, (iii) the waiver, consent, amendment, modification, extension, forbearance waiver or granting of any indulgence consent by the Administrative AgentTrans- feror, Company, the Agent or any Purchaser or the SPV Bank Investor with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance ofpayment or performance, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term of any of the Guaranteed Obligations, Obligations or rights of the Administrative AgentTransferor, the Company, the Agent or any Purchaser or the SPV Bank Investor with respect thereto, (vi) the failure by the Administrative AgentTransferor, the Company, the Agent or any Purchaser or the SPV Bank Investor to take any steps to perfect and maintain perfected its respective interest in any Receivable, the Collateral or any portion thereof Receivables or other property acquired by the Company from the Trans- feror, or in by the Transferor from Tech Data or any security or collateral related to the Guaranteed Obligations, Obligations or (vii) any failure to obtain any authorization or approval from or other action by or to notify or file with, any Governmental Authority required in connection with the performance of the obligations hereunder by the Performance Guarantor, (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might otherwise constitute a legal or equitable discharge or defense available toof a guarantor. Tech Data agrees that none of the Transferor, the Company, the Agent or a discharge any Bank Investor shall be under any obligation to mxxxxxxx any assets in favor of or against or in payment of any Covered Entity or all of the Performance GuarantorObligations. Tech 0104420.05-01S7a 87 Data further agrees that, to the extent that the Trans- feror makes a payment or payments to the Company, the Agent or any Bank 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 the Transferor its estate, trustee, receiver or any other circumstanceparty, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to aboveincluding without limitation, (ix) any manner of application of Collateral or any assets of any Covered Entity or the SPVTech Data, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents and (x) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, the Performance Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, insolvency or similar proceedings affectingstate or federal law, any Covered Entitycommon law or equitable cause, then to the extent of such payment or repayment, the SPV Obligation or any part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of their assets the date such initial payment, reduction or obligationssatisfaction occurred. The Performance Guarantor Tech Data waives all set-offs and counterclaims and all presentments, demands of for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Guarantyguaranty. The Performance Guarantor’s Tech Data agrees that its obligations under this Performance Guaranty guaranty shall not be limited if the Administrative Agent or any Purchaser 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 Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could otherwise have been due and performable or observable by any Covered Entity had such right and remedies been permitted to be exercisedirrevocable.

Validity of Obligations. (a) The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be absolute and unconditional, irrespective of (ia) the validity, enforceability, avoidance, subordination, discharge discharge, or disaffirmance by any Person (including a trustee in bankruptcy) of the Guaranteed Obligations, (iib) the absence of any attempt by the Administrative Agent, Agent or any Purchaser or the SPV other Secured Party to collect any Receivables, or to obtain performance or observance of the Guaranteed Obligations from any Covered Entity applicable Originator or Sub-Servicer or any other Person, (iiic) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by the Administrative Agent, any Purchaser or the SPV Agent with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (ivd) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (ve) any law, rule, regulation or order of any jurisdiction affecting any term of any of the Guaranteed Obligations, or rights of the Administrative Agent, Agent or any Purchaser or the SPV other Secured Party with respect thereto, (vif) the failure by the Administrative Agent, Agent or any Purchaser or the SPV other Secured Party to take any steps to perfect and maintain perfected its interest in any Receivable, the Collateral or any portion thereof Receivable or other property or in any security or collateral related to the Guaranteed Obligations, (viig) any failure to obtain any authorization or approval 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 the Performance Guarantor, Guarantor or (viiih) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any Covered Entity Originator or Sub-Servicer or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner which might constitute a legal or equitable discharge of application of Collateral a surety or any assets of any Covered Entity or the SPV, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents and (x) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, the Performance Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered Entity, the SPV or any of their assets or obligationsguarantor. The Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Guaranty. The Performance Guarantor’s obligations under this Performance Guaranty shall not be limited if the Administrative Agent or any Purchaser other Secured Party 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 Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could would otherwise have been due and performable or observable by any Covered Entity Originator or Sub-Servicer had such right and remedies been permitted to be exercised.

Validity of Obligations. (a) The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be absolute and unconditional, irrespective of (i) the validity, enforceability, avoidance, subordination, discharge discharge, or disaffirmance by any Person (including a trustee in bankruptcy) of the Guaranteed Obligations, (ii) the absence of any attempt by the Administrative Administrator, any Purchaser Agent, any Purchaser or the SPV to collect any Receivables, or to obtain performance or observance of the Guaranteed Obligations from any Covered Entity OC Sales or any other Person, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by the Administrative Administrator, any Purchaser Agent, any Purchaser or the SPV with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term of any of the Guaranteed Obligations, or rights of the Administrative Administrator, any Purchaser Agent, any Purchaser or the SPV with respect thereto, (vi) the failure by the Administrative Administrator, any Purchaser Agent, any Purchaser or the SPV to take any steps to perfect and maintain perfected its interest in any Receivable, the Collateral or any portion thereof Receivable or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any authorization or approval from or other action by or to notify or file with, any Governmental Authority governmental authority or regulatory body required in connection with the performance of the obligations hereunder by the Performance Guarantor, (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense default available to, or a discharge of any Covered Entity OC Sales, the SPV or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral collateral or any other assets of any Covered Entity OC Sales or the SPV, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any Collateral collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents Documents, and (x) any change, restructuring or termination of the corporate structure or existence of any Covered EntityOC Sales, the SPV, the Performance Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered EntityOC Sales, the SPV or any of their assets or obligations. The Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Guaranty. The Performance Guarantor’s obligations under this Performance Guaranty shall not be limited if the Administrative Administrator, any Purchaser Agent or any Purchaser 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 Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could would otherwise have been due and performable or observable by any Covered Entity OC Sales had such right and remedies been permitted to be exercised.

Validity of Obligations. (a) The Each Performance Guarantor agrees that its obligations under this Performance Guaranty Agreement shall be absolute and unconditional, irrespective of (i) the validity, enforceability, avoidancedisaffirmance, subordination, discharge settlement or disaffirmance compromise (by any Person (other than one of the Guaranteed Parties, including a trustee in bankruptcy) of the Guaranteed ObligationsObligations due to the inability of a Guarantee Party to pay or perform such obligation, (ii) the absence of any attempt by the Administrative Agent, any Purchaser or the SPV to collect any Receivables, or to obtain performance or observance of the Guaranteed Obligations from any Covered Entity or any other Persona Guarantee Party, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by the Administrative Agent, any Purchaser or the SPV with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance ofor payment, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (viv) any law, rule, regulation or order of any jurisdiction affecting any term terms of any of the Guaranteed Obligations, or rights of the Administrative Agent, any Purchaser or the SPV with respect thereto, (vi) the failure by the Administrative Agent, any Purchaser or the SPV to take any steps to perfect and maintain perfected its interest in any Receivable, the Collateral or any portion thereof or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any authorization or approval from or other action by or to notify or file with, any Governmental Authority required in connection with the performance of the obligations hereunder by the Performance Guarantor, (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any Covered Entity or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any assets of any Covered Entity or the SPV, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under rights of the Transaction DocumentsGuaranteed Parties with respect hereto due to the inability of a Guarantee Party to pay or perform such obligation (including any estimation, reduction or any manner of sale or other disposition of any Collateral for all or any valuation of the Guaranteed Obligations made in connection with any proceedings involving a Guarantee Party or as otherwise permitted either Performance Guarantor filed under the Transaction Documents and (x) any changeFederal Bankruptcy Code, restructuring or termination whether pursuant to Section 502 of the corporate structure or existence of any Covered Entity, the Performance Guarantor 740342937 Federal Bankruptcy Code or any other Person Section thereof), and (v) any other circumstance that would otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Performance Guarantor further agrees that, to the equity ownershipextent that a Guarantee Party on its own behalf pursuant to the Related Documents, existence, control, merger, consolidation makes a payment or sale, lease or transfer of any payments to the Guaranteed Parties in respect of the assets of any such Person, Guaranteed Obligations which payment or payments or any bankruptcypart thereof are subsequently invalidated, insolvencydeclared to be fraudulent or preferential, winding upset aside or required to be repaid to its estate, dissolutiontrustee, liquidationreceiver or any other party, receivershipunder any bankruptcy law, assignment for state or federal law, common law or equitable cause, then to the benefit extent of creditors, arrangement, composition, readjustment such payment or reorganization of, or similar proceedings affecting, any Covered Entityrepayment, the SPV Guaranteed Obligations or any part thereof that has been paid, reduced or satisfied by such amount shall be reinstated and continue in full force and effect as of their assets the date such initial payment, reduction or obligationssatisfaction occurred. The Each Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices notices. After all of acceptance the Guaranteed Obligations have been performed or satisfied in full, the relevant Performance Guarantor shall be subrogated to the rights and remedies of this the Guaranteed Parties with respect to any Guarantee Party. Each Performance Guaranty. The Performance Guarantor’s Guarantor agrees that its obligations under this Performance Guaranty shall not be limited if the Administrative Agent or any Purchaser 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 Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could otherwise have been due and performable or observable by any Covered Entity had such right and remedies been permitted to be exercisedirrevocable.

Validity of Obligations. (a) The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be are absolute and unconditional, irrespective of of: (i) the validity, enforceability, avoidance, subordination, discharge discharge, or disaffirmance by any Person (including a trustee in bankruptcybankruptcy or insolvency practitioner) of the Guaranteed Obligations, (ii) the absence of any attempt by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV SPV) to collect on any ReceivablesPool Receivables or to realize upon any other Collateral or any other property or collateral, or to obtain performance or observance of the Guaranteed Obligations from any the Covered Entity Entities or the SPV or any other Person, (iii) the any waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV SPV) with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term or provision of any of the Guaranteed Obligations, or rights of the Administrative Agent, any Purchaser Secured Parties (or of the SPV SPV) with respect thereto, (vi) the failure by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV SPV) to take any steps to perfect and maintain perfected its interest in any Receivable, the Collateral or any portion thereof or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any consent, authorization or approval from or other action by or to notify or file with, any Governmental Authority required in connection with the performance of the obligations hereunder by the Performance Guarantor, (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any Covered Entity or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any other assets of any Covered Entity or of the SPV, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any Collateral collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents and (x) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, the SPV or the Performance Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered Entity, the SPV or any of their assets or obligations. The Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Guaranty. The Performance Guarantor’s obligations under this Performance Guaranty shall not be limited if the Administrative Agent or any Purchaser Secured 747530762 22708133 3 Party 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 Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could would otherwise have been due and performable or observable by any Covered Entity had such right and remedies been permitted to be exercised.

Validity of Obligations. (a) The To the fullest extent permitted by applicable law, the Performance Guarantor agrees that its obligations under this Performance Guaranty shall be are absolute and unconditional, irrespective of of: (i) the validity, enforceability, avoidance, subordination, discharge discharge, or disaffirmance by any Person (including a trustee in bankruptcybankruptcy or insolvency practitioner) of the Guaranteed Obligations, (ii) the absence of any attempt by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV Borrower) to collect any ReceivablesPool Receivables or to realize upon any other Collateral or any other property or collateral, or to obtain performance or observance of the Guaranteed Obligations from any the Covered Entity Entities, or the Borrower or any other Person, (iii) the any waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV Borrower) with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term or provision of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term or provision of any of the Guaranteed Obligations, or rights of the Administrative Agent, any Purchaser Secured Parties (or of the SPV Borrower) with respect thereto, (vi) the failure by any Secured Party (or by the Administrative Agent, any Purchaser or the SPV Borrower) to take any steps to perfect and maintain perfected its interest in any Receivable, the Collateral or any portion thereof or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any consent, authorization or approval from or other action by or to notify or file with, any Governmental Authority required in connection with the performance of the obligations hereunder by the Performance Guarantor, (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any Covered Entity or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any other assets of any Covered Entity or of the SPVBorrower, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any Collateral collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents and (x) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, the Borrower or the Performance Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered Entity, the SPV Borrower or any of their assets or obligations. The Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Guaranty. The Performance Guarantor’s obligations under this Performance Guaranty shall not be limited if the Administrative Agent or any Purchaser Secured Party 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 Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that could would otherwise have been due and performable or observable by any Covered Entity had such right and remedies been permitted to be exercised.