Common use of Obligations Unconditional Clause in Contracts

Obligations Unconditional. The obligations of each Seller under this Section 1.12 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller agrees that this Section 1.12 may be enforced by the Purchaser Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any other Transaction Documents or any collateral hereafter securing the Obligations of a Seller or otherwise, and each Seller hereby waives the right to require any Purchaser Party to make demand on or proceed against any Seller, any Servicer, any Originator or any other Person (including a co-guarantor) or to require any Purchaser Party to pursue any other remedy or enforce any other right. Each Seller further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller or any other guarantor of any Seller’s Obligations for amounts paid under this Section 1.12 until the Final Payout Date. Each Seller further agrees that nothing contained herein shall prevent any Purchaser Party from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on any collateral securing the Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Document, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s obligations hereunder; it being the purpose and intent of each Seller that its obligations under this Section 1.12 shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s obligations under this Section 1.12 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other Seller, of any Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any Originator. Each Seller waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller and notice of or proof of reliance by any Purchaser Party on the guarantees set forth in this Section 1.12 or acceptance thereof. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators), on the one hand, and the Purchaser Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Loan Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)). Each Seller The Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties any Secured Party without the necessity at any time of resorting to or exhausting any other security or collateral Collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Loan Documents or any collateral Collateral, if any, hereafter securing the Guaranty Obligations of a Seller or otherwise, otherwise and each Seller the Guarantor hereby waives the right to require any Purchaser Party the Administrative Agent or the Lender to make demand on or proceed against any Seller, any Servicer, any Originator Borrower Party or any other Person (including a co-guarantor) or to require any Purchaser Party the Administrative Agent or the Lender to pursue any other remedy or enforce any other right. Each Seller further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller or any other guarantor of any Seller’s Obligations for amounts paid under this Section 1.12 until the Final Payout Date. Each Seller The Guarantor further agrees that nothing contained herein shall prevent any Purchaser Secured Party from suing on the Notes or any of the other Transaction Loan Documents or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral Collateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Sellerthe Guarantor’s obligations hereunderhereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateral; it being the purpose and intent of each Seller the Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Sellerthe Guarantor’s obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other Seller, of any Servicer or of any Originator Credit Party or by reason of the bankruptcy bankruptcy, insolvency or insolvency of the Other Seller, analogous procedure of any Servicer or of any OriginatorCredit Party. Each Seller The Guarantor waives any and all notice of the creation, renewal, extension accrual or accrual increase of any of the Guaranty Obligations of the Other Seller and notice of or proof of reliance by any Purchaser Secured Party on the guarantees set forth in this Section 1.12 Guaranty or acceptance thereofof this Guaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guaranty. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators)Credit Parties, on the one hand, and the Purchaser Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12Guaranty. Each Seller The Guarantor hereby subordinates to the Obligations agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the Other Seller all debts, liabilities and other obligationsfollowing, whether director not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (A) any failure to assert or enforce or agreement not to assert or enforce, indirector the stay or enjoining, primaryby order of court, secondary, several, joint and several by operation of law or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry the exercise or otherwise, owing to such Seller by the Other Sellerenforcement of, any Servicerclaim or demand or any right, power or remedy with respect to the Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any Originator of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of their respective Affiliatesany guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of indebtedness other than the Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of the Guarantor as obligors in respect of the Guaranty Obligations.

Obligations Unconditional. The obligations of each Seller the Guarantors under this Section 1.12 4.1 are absolute joint and several, absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or Hedging Agreements, or any other agreement or instrument referred to thereintherein or relating thereto, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Credit Party Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.2 that the obligations of the Guarantors hereunder shall be absolute, irrevocable and unconditional under any and all circumstances. Each Seller Guarantor agrees that this Section 1.12 may be enforced by the Purchaser Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any other Transaction Documents or any collateral hereafter securing the Obligations of a Seller or otherwise, and each Seller hereby waives the right to require any Purchaser Party to make demand on or proceed against any Seller, any Servicer, any Originator or any other Person (including a co-guarantor) or to require any Purchaser Party to pursue any other remedy or enforce any other right. Each Seller further agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor of any Seller’s Obligations Guarantor for amounts paid under this Section 1.12 4 until such time as the Final Payout Date. Each Seller further agrees that nothing contained herein Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full in respect of all Credit Party Obligations, all Commitments under this Credit Agreement have been terminated and no Person or Governmental Authority shall prevent have any Purchaser Party right to request any return or reimbursement of funds from suing on any of the other Transaction Lenders in connection with monies received under the Credit Documents or foreclosing its or their, as applicable, security interest in or lien on Hedging Agreements between any collateral securing the Obligations or from exercising Consolidated Party and any other rights available to it or them, as applicable, under this Agreement, any other Transaction DocumentLender, or any other instrument Affiliate of securitya Lender. Without limiting the generality of the foregoing, if anyit is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute, irrevocable and the exercise unconditional as described above and each Guarantor hereby waives any and all defenses that it may now or hereafter have arising out of any of the aforesaid rights and the completion of following or any foreclosure proceedings shall not constitute a discharge of such Seller’s obligations hereunder; it being the purpose and intent of each Seller that its obligations under this Section 1.12 shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s obligations under this Section 1.12 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other Seller, of any Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any Originator. Each Seller waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller and notice of or proof of reliance by any Purchaser Party on the guarantees other event set forth in this Section 1.12 or acceptance thereof. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators), on the one hand, and the Purchaser Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates.4.2:

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents this Agreement, or any other agreement or instrument referred to thereinherein, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to this Agreement or any other Transaction Documents Loan Document or any collateral collateral, if any, hereafter securing the Guaranteed Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator other Guarantor or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller any other Guarantor (or any other guarantor of any Seller’s Obligations the Guaranteed Obligations) for amounts paid under this Section 1.12 guaranty until such time as the Final Payout DateLenders have been paid in full, all Commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing in any jurisdiction on this Agreement or any of the other Transaction Documents Loan Document or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Document, Agreement or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Sellerany Guarantor’s obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Sellera Guarantor’s obligations under this Section 1.12 guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever (i) by an impairment, modification, change, release, increase release or limitation of the liability of the Other Sellerany other Guarantor, of any Servicer or of any Originator or (ii) by reason of the bankruptcy or insolvency of such other Guarantor, (iii) by reason of the Other Seller, application of the laws of any Servicer foreign jurisdiction or (iv) by reason of the location of such other Guarantor in any Originatorforeign jurisdiction. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations of the Other Seller and notice of or proof of reliance of by the Administrative Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 guaranty or acceptance thereofof this guaranty. The Guaranteed Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12guaranty. All dealings between any Seller (or any of its Affiliates, including the initial Servicers Parent Borrower and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliatesguaranty.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents Credit Documents, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Credit Party Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s the Credit Party Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders have been paid in full and all Commitments under the Credit Agreement have been terminated. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Credit Documents or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Sellerany of any Guarantor’s obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any SellerGuarantor’s obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations of the Other Seller and notice of or proof of reliance of by the Administrative Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 Guaranty or acceptance thereofof this Guaranty. The Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guaranty. All dealings between any Seller (or the Borrower and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees this Guaranty. The Guarantors further agree to all rights of set-off as set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates11.2.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 1.5 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller agrees that this Section 1.12 1.5 may be enforced by the Collateral Agent, each Administrative Agent, the Purchasers, the Purchaser Agents and the other Affected Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any other Transaction Documents or any collateral hereafter securing the Obligations of a Seller or otherwise, and each Seller hereby waives the right to require any Purchaser Affected Party to make demand on or proceed against any Seller, any Servicer, any Originator or any other Person (including a co-guarantor) or to require any Purchaser Affected Party to pursue any other remedy or enforce any other right. Each Seller further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller other Sellers or any other guarantor of any Seller’s Obligations for amounts paid under this Section 1.12 1.5 until the Final Payout Date. Each Seller further agrees that nothing contained herein shall prevent any Purchaser Affected Party from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on any collateral securing the Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Document, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s obligations hereunder; it being the purpose and intent of each Seller that its obligations under this Section 1.12 1.5 shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s obligations under this Section 1.12 1.5 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other Sellerother Sellers, of any Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Other Sellerother Sellers, of any Servicer or of any Originator. Each Seller waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller other Sellers and notice of or proof of reliance by any Purchaser Affected Party on the guarantees set forth in this Section 1.12 1.5 or acceptance thereof. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.121.5. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators), on the one hand, and the Purchaser Affected Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.121.5. Each Seller hereby subordinates to the Obligations of the Other Seller other Sellers all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Sellerother Sellers, any Servicer, any Originator or any of their respective Affiliates.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrowers or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrowers or any other guarantor Guarantor of any Seller’s the Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Credit Documents or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any of any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s Guarantor's obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrowers or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrowers. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller and notice of or proof of reliance of by the Administrative Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 Guarantee or acceptance thereofof this Guarantee. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guarantee. All dealings between any Seller (or the Borrowers and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees this Guarantee. The Guarantors further agree to all rights of set-off as set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates11.2.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 are absolute This Guarantee is absolute, unconditional and unconditional, irrevocable irrespective of the value, genuineness, validity, regularity regularity, legality or enforceability of the Securities or this Indenture or the obligations of the Company hereunder or thereunder, the absence of any action to enforce the same, any merger, consolidation, reorganization, winding-up or dissolution of the Company, any waiver or consent or other action by any Holder of the Securities or by the Trustee with respect to any provisions hereof or thereof, any release or amendment or waiver of any term of any other guarantee of, or consent to departure from any requirement of, any other guarantee of all or any of the Securities, the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Transaction Documents Securities, the obtaining of any judgment against the Company or any action to enforce the same, the failure of the Company to pay any fees to the Guarantor, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance circumstances whatsoever which might otherwise in any manner or to any extent constitute a legal or equitable discharge or defense available to the Company or to a guarantor or vary the risk of a surety the Guarantor. The Guarantee shall be continuing and remain in full force and effect and be binding upon the Guarantor and its successors and inure to the benefit of the Trustee and the Holders, until all obligations of the Company with respect to the Securities have been performed and indefeasiby paid in full, except as otherwise provided in this Article Eleven. Subject to Section 11.05, nothing contained in this Article Eleven or guarantor. Each Seller agrees that elsewhere in this Section 1.12 may be enforced Indenture or in the Securities is intended to or shall impair, as between the Guarantor and the holders of the Securities, the obligation of the Guarantor, which is absolute, unconditional and irrevocable, upon failure by the Purchaser Parties without Company, to pay to the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any other Transaction Documents or any collateral hereafter securing the Obligations of a Seller or otherwise, and each Seller hereby waives the right to require any Purchaser Party to make demand on or proceed against any Seller, any Servicer, any Originator or any other Person (including a co-guarantor) or to require any Purchaser Party to pursue any other remedy or enforce any other right. Each Seller further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller or any other guarantor of any Seller’s Obligations for amounts paid under this Section 1.12 until the Final Payout Date. Each Seller further agrees that nothing contained herein shall prevent any Purchaser Party from suing on any Holders of the other Transaction Documents or foreclosing its or theirSecurities the principal of, as applicable, security interest in or lien on any collateral securing the Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Document, or any other instrument of securitypremium, if any, and interest on the exercise Securities as and when the same shall become due and payable in accordance with their terms, without the necessity of action by the Trustee or any Holder, or is intended to or shall affect the relative rights of the Holders of the Securities and creditors of the Guarantor, nor shall anything herein or therein prevent the Holder of any Security or the Trustee on their behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture. Without limiting the foregoing, nothing contained in this Article Eleven will restrict the right of the aforesaid rights and Trustee or the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s obligations hereunder; it being the purpose and intent of each Seller that its obligations under this Section 1.12 shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s obligations under this Section 1.12 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation Holders of the liability of Securities to take any action to declare the Other Seller, of Security Guarantee to be due and payable prior to Final Maturity pursuant to Section 6.02 or to pursue any Servicer rights or of any Originator or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any Originator. Each Seller waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller and notice of or proof of reliance by any Purchaser Party on the guarantees set forth in this Section 1.12 or acceptance thereof. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators), on the one hand, and the Purchaser Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliatesremedies hereunder.

Obligations Unconditional. The obligations of each Seller Borrower under this Section 1.12 1.25 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Borrower agrees that this Section 1.12 1.25 may be enforced by the Purchaser Parties Administrator, the Group Agents and the other Secured Party without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any other Transaction Documents or any collateral hereafter securing the Obligations of a Seller Borrower or otherwise, and each Seller Borrower hereby waives the right to require any Purchaser Secured Party to make demand on or proceed against any SellerBorrower, any Servicer, any Originator or any other Person (including a co-guarantor) or to require any Purchaser Secured Party to pursue any other remedy or enforce any other right. Each Seller Borrower further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller other Borrowers or any other guarantor of any SellerBorrower’s Obligations obligations for amounts paid under this Section 1.12 1.25 until the Final Payout Date. Each Seller Borrower further agrees that nothing contained herein shall prevent any Purchaser Secured Party from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on any collateral securing the Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Document, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such SellerBorrower’s obligations hereunder; it being the purpose and intent of each Seller Borrower that its obligations under this Section 1.12 1.25 shall be absolute, independent and unconditional under any and all circumstances. Neither any SellerBorrower’s obligations under this Section 1.12 1.25 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other Sellerother Borrowers, of any Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Other Sellerother Borrowers, of any Servicer or of any Originator. Each Seller Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations obligations of the Other Seller other Borrowers and notice of or proof of reliance by any Purchaser Secured Party on the guarantees set forth in this Section 1.12 1.25 or acceptance thereof. The Obligationsobligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.121.25. All dealings between any Seller Borrower (or any of its Affiliates, including the initial Servicers and the Originators), on the one hand, and the Purchaser Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.121.25. Each Seller Borrower hereby subordinates to the Obligations obligations of the Other Seller other Borrowers all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller Borrower by the Other Sellerother Borrowers, any Servicer, any Originator or any of their respective Affiliates.

Obligations Unconditional. The obligations of each Seller the Guarantors under this Section 1.12 10.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents Loan Documents, Secured Cash Management Agreements or Secured Hedge Agreements, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 10.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Seller Guarantor agrees that this Section 1.12 may be enforced by the Purchaser Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any other Transaction Documents or any collateral hereafter securing the Obligations of a Seller or otherwise, and each Seller hereby waives the right to require any Purchaser Party to make demand on or proceed against any Seller, any Servicer, any Originator or any other Person (including a co-guarantor) or to require any Purchaser Party to pursue any other remedy or enforce any other right. Each Seller further agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor of any Seller’s Obligations Guarantor for amounts paid under this Section 1.12 Article X until such time as the Final Payout DateObligations have been paid in full and the Commitments have expired or terminated. Each Seller further agrees that nothing contained herein Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall prevent not alter or impair the liability of any Purchaser Party Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from suing on time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the other Transaction Documents Obligations shall be extended, or foreclosing its such performance or their, as applicable, security interest compliance shall be waived; (b) any of the acts mentioned in or lien on any collateral securing of the Obligations or from exercising provisions of any other rights available to it or them, as applicable, under this Agreementof the Loan Documents, any other Transaction DocumentSecured Cash Management Agreement or Secured Hedge Agreement between any Loan Party and any Secured Party, or any Affiliate of a Secured Party, or any other agreement or instrument of securityreferred to in the Loan Documents, if any, and such Secured Cash Management Agreements or Secured Hedge Agreements shall have been performed or shall have not been performed; (c) the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s obligations hereunder; it being the purpose and intent of each Seller that its obligations under this Section 1.12 shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s obligations under this Section 1.12 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other Seller, of any Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any Originator. Each Seller waives any and all notice of the creation, renewal, extension or accrual maturity of any of the Obligations shall be accelerated, or any of the Other Seller Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents, any Secured Cash Management Agreement or Secured Hedge Agreement between any Loan Party and notice any Secured Party, or any Affiliate of a Secured Party, or proof any other agreement or instrument referred to in the Loan Documents, such Secured Cash Management Agreements or Secured Hedge Agreements shall be waived or any other guarantee of reliance by any Purchaser of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any Secured Party on or Secured Parties as security for any of the guarantees set forth in Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices (other than notices expressly required to be given to such Guarantor under this Section 1.12 Agreement or acceptance thereof. The Obligationsnotices required by, and unable to be waived under, applicable Law) whatsoever, and any part requirement that the Administrative Agent or any Secured Party exhaust any right, power or remedy or proceed against any Person under any of themthe Loan Documents, shall conclusively be deemed to have been created, contracted any Secured Cash Management Agreement or incurredSecured Hedge Agreement between any Loan Party and any Secured Party, or renewedany Affiliate of a Secured Party, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12. All dealings between any Seller (or any of its Affiliatesother agreement or instrument referred to in the Loan Documents, including the initial Servicers and the Originators)such Secured Cash Management Agreements or Secured Hedge Agreements, on the one handor against any other Person under any other guarantee of, and the Purchaser Partiesor security for, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations any of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates.Obligations. 10.03

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Loan Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)). Each Seller The Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties any Secured Party without the necessity at any time of resorting to or exhausting any other security or collateral Collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Loan Documents or any collateral Collateral, if any, hereafter securing the Guaranty Obligations of a Seller or otherwise, otherwise and each Seller the Guarantor hereby waives the right to require any Purchaser Party the Administrative Agent or the Lender to make demand on or proceed against any Seller, any Servicer, any Originator Borrower Party or any other Person (including a co-guarantor) or to require any Purchaser Party the Administrative Agent or the Lender to pursue any other remedy or enforce any other right. Each Seller further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller or any other guarantor of any Seller’s Obligations for amounts paid under this Section 1.12 until the Final Payout Date. Each Seller The Guarantor further agrees that nothing contained herein shall prevent any Purchaser Secured Party from suing on the Notes or any of the other Transaction Loan Documents or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral Collateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Sellerthe Guarantor’s obligations hereunderhereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateral; it being the purpose and intent of each Seller the Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Sellerthe Guarantor’s obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other Seller, of any Servicer or of any Originator Credit Party or by reason of the bankruptcy bankruptcy, insolvency or insolvency of the Other Seller, analogous procedure of any Servicer or of any OriginatorCredit Party. Each Seller The Guarantor waives any and all notice of the creation, renewal, extension accrual or accrual increase of any of the Guaranty Obligations of the Other Seller and notice of or proof of reliance by any Purchaser Secured Party on the guarantees set forth in this Section 1.12 Guaranty or acceptance thereofof this Guaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guaranty. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators)Credit Parties, on the one hand, and the Purchaser Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12Guaranty. Each Seller The Guarantor hereby subordinates to the Obligations agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the Other Seller all debts, liabilities and other obligationsfollowing, whether director not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (A) any failure to assert or enforce or agreement not to assert or enforce, indirector the stay or enjoining, primaryby order of court, secondary, several, joint and several by operation of law or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry the exercise or otherwise, owing to such Seller by the Other Sellerenforcement of, any Servicerclaim or demand or any right, power or remedy with respect to the Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any Originator of the terms or provisions (including without limitation provisions relating CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of their respective Affiliatesany guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of indebtedness other than the Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of the Guarantor as obligors in respect of the Guaranty Obligations.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Credit Party Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s the Credit Party Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Credit Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any of any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s Guarantor's obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations of the Other Seller and notice of or proof of reliance of by the Administrative Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 Guarantee or acceptance thereofof this Guarantee. The Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guarantee. All dealings between any Seller (or the Borrower and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees this Guarantee. The Guarantors further agree to all rights of set-off as set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates11.2.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or any agreements giving rise to Hedging Obligations on the part of any Credit Party, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Credit Party Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s the Credit Party Obligations for amounts paid under this Section 1.12 guaranty until such time as the Final Payout DateLenders (and any Affiliates of Lenders entering into any agreement with any Credit Party giving rise to Hedging Obligations of such Credit Party) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Credit Documents or any agreements giving rise to Hedging Obligations on the part of any Credit Party or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any of any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s Guarantor's obligations under this Section 1.12 guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations of the Other Seller and notice of or proof of reliance of by the Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 Guarantee or acceptance thereofof this Guarantee. The Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guarantee. All dealings between any Seller (or the Borrower and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAgent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective AffiliatesGuarantee.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Credit Party Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s the Credit Party Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Credit Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s obligations hereunder; it being the purpose and intent of each Seller that its obligations under this Section 1.12 shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s obligations under this Section 1.12 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other Seller, of any Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any Originator. Each Seller waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller and notice of or proof of reliance by any Purchaser Party on the guarantees set forth in this Section 1.12 or acceptance thereof. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators), on the one hand, and the Purchaser Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates.foreclosure

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Credit Party Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s the Credit Party Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Credit Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any of any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s Guarantor's obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations of the Other Seller and notice of or proof of reliance of by the Administrative Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 Guarantee or acceptance thereofof this Guarantee. The Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guarantee. All dealings between any Seller (or the Borrower and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees this Guarantee. The Guarantors further agree to all rights of set-off and automatic debits as set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates11.2.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Credit Party Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s the Credit Party Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Credit Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Sellerany of any Guarantor’s obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any SellerGuarantor’s obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations of the Other Seller and notice of or proof of reliance of by the Administrative Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 Guaranty or acceptance thereofof this Guaranty. The Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guaranty. All dealings between any Seller (or the Borrower and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees this Guaranty. The Guarantors further agree to all rights of set-off and automatic debits as set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates11.2.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents this Agreement, or any other agreement or instrument referred to thereinherein, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 guaranty may be enforced by the Purchaser Parties Bank without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to this Agreement or any other Transaction Documents Loan Document or any collateral collateral, if any, hereafter securing the Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Bank to make demand on or proceed against any Seller, any Servicer, any Originator other Guarantor or any other Person (including a co-guarantor) or to require any Purchaser Party the Bank to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller any other Guarantor (or any other guarantor of any Seller’s Obligations the Obligations) for amounts paid under this Section 1.12 guaranty until such time as the Final Payout DateBank has been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Bank in connection with monies received under this Agreement. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Bank from suing in any jurisdiction on this Agreement or any of the other Transaction Documents Loan Document or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Document, Agreement or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s a Guarantor's obligations under this Section 1.12 guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever (i) by an impairment, modification, change, release, increase release or limitation of the liability of the Other Sellerany other Guarantor, of any Servicer or of any Originator or (ii) by reason of the bankruptcy or insolvency of such other Guarantor, (iii) by reason of the Other Seller, application of the laws of any Servicer foreign jurisdiction or (iv) by reason of the location of such other Guarantor in any Originatorforeign jurisdiction. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller and notice of or proof of reliance of by any Purchaser Party on the guarantees set forth in Bank upon this Section 1.12 guaranty or acceptance thereofof this guaranty. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12guaranty. All dealings between any Seller (or any of its Affiliates, including the initial Servicers Parent and the Originators)Guarantors, on the one hand, and the Purchaser PartiesBank, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliatesguaranty.

Obligations Unconditional. The obligations Obligations of each Seller the Guarantors under this Section 1.12 4.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Loan Documents or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller agrees that guarantor (other than payment in full of the Obligations), it being the intent of this Section 1.12 may be enforced by the Purchaser Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any other Transaction Documents or any collateral hereafter securing 4.2 that the Obligations of a Seller or otherwise, the Guarantors hereunder shall be absolute and each Seller hereby waives the right to require unconditional under any Purchaser Party to make demand on or proceed against any Seller, any Servicer, any Originator or any other Person (including a co-guarantor) or to require any Purchaser Party to pursue any other remedy or enforce any other rightand all circumstances. Each Seller further Guarantor agrees that it shall have no any right of subrogation, indemnity, reimbursement or contribution it may have against the Other Seller Borrower or any other guarantor of any Seller’s Obligations Guarantor for amounts paid under this Section 1.12 4 shall be subordinate and subject in right of payment to the Obligations of such Guarantors under the Loan Documents and no Guarantor shall exercise such rights of subrogation, indemnity, reimbursement or contribution until the Final Payout Dateapplicable Termination Date shall have occurred. Each Seller further agrees that nothing contained herein Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall prevent not alter or impair the liability of any Purchaser Party Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from suing on time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on any collateral securing the Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Documentshall be extended, or such performance or compliance shall be waived; (b) any other instrument of security, if any, and the exercise acts mentioned in any of the provisions of any of the aforesaid rights and Loan Documents or any other agreement or instrument referred to in the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s obligations hereunder; it being the purpose and intent of each Seller that its obligations under this Section 1.12 Loan Documents shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s obligations under this Section 1.12 nor any remedy for done or omitted; (c) the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other Seller, of any Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any Originator. Each Seller waives any and all notice of the creation, renewal, extension or accrual maturity of any of the Obligations shall be accelerated, or any of the Other Seller Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other agreement or instrument referred to in the Loan Documents shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Lender as security for any of the Obligations shall fail to attach or be perfected or if there shall be any exchange or release of any security interest in any collateral; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). The liability of the Guarantors under this Section 4 shall be absolute, irrevocable and unconditional irrespective of (a) any lack of validity, regularity or enforceability of the Loan Agreement or any other Loan Document, (b) any lack of validity, regulatory or enforceability of this guaranty, (c) any failure on the part of the Lender or any other Person to exercise, or delay in exercising, any right under the Loan Agreement or any other Loan Document or (d) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, the Guarantors or any other guarantor with respect to the Obligations, this Guaranty and the obligations of the Guarantors under this guaranty (including, without limitation, all defenses based on suretyship or impairment of collateral, and all defenses that Borrower may assert to the repayment of the Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, bankruptcy, lack of legal capacity, statute of limitations, lender liability, accord and satisfaction, and usury). The Guarantors hereby agree that if Borrower or any other guarantor of all or a portion of the Obligations is the subject of a bankruptcy or similar case under any Debtor Relief Laws, it will not assert the pendency of such case or any order entered therein as a defense to the timely payment of the Obligations. The Guarantors hereby waive notice of or proof of reliance by any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 or acceptance thereof. The ObligationsGuaranty, and any part of them, the Obligations shall conclusively be deemed to have been created, contracted or contracted, incurred, or renewed, extended, amended or waived, reduced (as to Borrower only) in reliance upon this Guaranty. With respect to its Obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the guarantees Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other agreement or instrument referred to in the Loan Documents, or against any other Person under any other guarantee of, or security for, any of the Obligations. The guarantee in Section 4.1 is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising. Notwithstanding anything to the contrary in this Agreement, except as set forth in the proviso hereof and the next sentence, recourse against any Limited Recourse Guarantor in respect of any amount payable under this Section 1.12. All dealings between Agreement shall be limited solely to Collateral; provided that each Limited Recourse Guarantor shall be fully liable to the Lender for any Seller (deficiency, loss or damage suffered by the Lender as a result of any sale, transfer or other disposal by any Limited Recourse Guarantor of any interest in, or any of its AffiliatesLien or encumbrance created by any Limited Recourse Guarantor upon or with respect to, the Collateral that is not permitted under this Agreement. In addition, each Guarantor (including each Limited Recourse Guarantor) shall be liable for Lender Expenses if any Limited Recourse Guarantor fails to perform any agreement contained herein or any other Loan Document or any Limited Recourse Guarantor fails to turn over to the initial Servicers and Lender, or provide Lender with access to (but without having the OriginatorsLender to incur any costs related to such access), on the one hand, and the Purchaser Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations any portion of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective Collateral following an Event of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective AffiliatesDefault.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents Credit Documents, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Credit Party Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s the Credit Party Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders have been paid in full, all commitments under the Credit Agreement have been terminated and no Person shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Credit Documents or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any of any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither neither any Seller’s Guarantor's obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations of the Other Seller and notice of or proof or reliance of reliance by the Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 Guarantee or acceptance thereofof this Guarantee. The Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guarantee. All dealings between any Seller (or the Borrower and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAgent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective AffiliatesGuarantee.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 1.5 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity regularity, or enforceability of any of the Transaction Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller agrees that this Section 1.12 1.5 may be enforced by the Collateral Agent, the Administrative Agent, the Purchasers, the Purchaser Agents, and the other Affected Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any other Transaction Documents or any collateral hereafter securing the Obligations of a Seller or otherwise, and each Seller hereby waives the right to require any Purchaser Affected Party to make demand on or proceed against any Seller, any Servicer, any Originator Originator, or any other Person (including a co-guarantor) or to require any Purchaser Affected Party to pursue any other remedy or enforce any other right. Each Seller further agrees that it shall have no right of subrogation, indemnity, reimbursement reimbursement, or contribution against the Other Seller other Sellers or any other guarantor of any Seller’s Obligations for amounts paid under this Section 1.12 1.5 until the Final Payout Date. Each Seller further agrees that nothing contained herein shall prevent any Purchaser Affected Party from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on any collateral securing the Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Document, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s obligations hereunder; it being the purpose and intent of each Seller that its obligations under this Section 1.12 1.5 shall be absolute, independent independent, and unconditional under any and all circumstances. Neither any Seller’s obligations under this Section 1.12 1.5 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase increase, or limitation of the liability of the Other Sellerother Sellers, of any Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Other Sellerother Sellers, of any Servicer or of any Originator. Each Seller waives any and all notice of the creation, renewal, extension extension, or accrual of any of the Obligations of the Other Seller other Sellers and notice of or proof of reliance by any Purchaser Affected Party on the guarantees set forth in this Section 1.12 1.5 or acceptance thereof. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, or waived, in reliance upon the guarantees set forth in this Section 1.121.5. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators), on the one hand, and the Purchaser Affected Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.121.5. Each Seller hereby subordinates to the Obligations of the Other Seller other Sellers all debts, liabilities liabilities, and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities liabilities, and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Sellerother Sellers, any Servicer, any Originator or any of their respective Affiliates.

Obligations Unconditional. The obligations No reference herein to the Indenture and no provision of each Seller under this Section 1.12 are Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, irrespective to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. Transfer and Exchange As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the valueCompany in any place where the principal of and any premium and interest on this Security are payable, genuinenessduly endorsed by, validityor accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, regularity the Holder hereof or enforceability its attorney duly authorized in writing, and thereupon one or more new Securities of this series, and of like tenor, of authorized denominations and for the same aggregate unpaid principal amount, shall be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Holders Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Transaction Documents Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any other agreement or instrument referred to therein, such agent shall be affected by notice to the fullest extent permitted contrary. CUSIP Number Pursuant to a recommendation promulgated by applicable lawthe Committee on Uniform Security Identification Procedures, irrespective the Company has caused a CUSIP number to be printed on this Security as a convenience to the Holder hereof. No representation is made as to the accuracy of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller agrees that this Section 1.12 such number and reliance may be enforced by the Purchaser Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any other Transaction Documents or any collateral hereafter securing the Obligations of a Seller or otherwise, and each Seller hereby waives the right to require any Purchaser Party to make demand on or proceed against any Seller, any Servicer, any Originator or any other Person (including a co-guarantor) or to require any Purchaser Party to pursue any other remedy or enforce any other right. Each Seller further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller or any other guarantor of any Seller’s Obligations for amounts paid under this Section 1.12 until the Final Payout Date. Each Seller further agrees that nothing contained herein shall prevent any Purchaser Party from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on any collateral securing the Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Document, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s obligations hereunder; it being the purpose and intent of each Seller that its obligations under this Section 1.12 shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s obligations under this Section 1.12 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other Seller, of any Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any Originator. Each Seller waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller and notice of or proof of reliance by any Purchaser Party on the guarantees set forth in this Section 1.12 or acceptance thereof. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators), on the one hand, and the Purchaser Parties, placed only on the other hand, likewise identifying information printed hereon. Governing Law The Indenture and this Security shall be conclusively presumed to have been had or consummated governed by and construed in reliance upon accordance with the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations laws of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective State of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective AffiliatesNew York.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the QB Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Loan Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorQB Guarantor. Each Seller The QB Guarantor agrees that this Section 1.12 Qualified Borrower Guaranty may be enforced by any Secured Party pursuant to the Purchaser Parties Credit Agreement without the necessity at any time of resorting to or exhausting any other security or collateral Collateral and without the necessity at any time of having recourse to the Qualified Borrower Notes or any other Transaction of the Loan Documents or any collateral collateral, if any, hereafter securing the Obligations of a Seller Guaranteed Debt or otherwise, otherwise and each Seller the QB Guarantor hereby waives the right to require any Purchaser Party the Administrative Agent or the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator Borrower or any other Person (including a co-guarantorQB Guarantor) or to require any Purchaser Party the Administrative Agent or the Lenders to pursue any other remedy or enforce any other right. Each Seller further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller or any other guarantor of any Seller’s Obligations for amounts paid under this Section 1.12 until the Final Payout Date. Each Seller The QB Guarantor further agrees that nothing contained herein shall prevent any Purchaser Secured Party from suing on the Qualified Borrower Notes or any of the other Transaction Loan Documents or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral Collateral, if any, securing the Obligations Guaranteed Debt or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Documentof the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Sellerthe QB Guarantor’s obligations hereunder; it being the purpose and intent of each Seller the QB Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Sellerthe QB Guarantor’s obligations under this Section 1.12 Qualified Borrower Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy bankruptcy, insolvency or insolvency of the Other Seller, analogous procedure of any Servicer or of any OriginatorBorrower. Each Seller The QB Guarantor waives any and all notice of the creation, renewal, extension accrual or accrual increase of any of the Obligations of the Other Seller Guaranteed Debt and notice of or proof of reliance by any Purchaser Secured Party on the guarantees set forth in this Section 1.12 Qualified Borrower Guaranty or acceptance thereofof this Qualified Borrower Guaranty. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Qualified Borrower Guaranty. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators)Borrowers, on the one hand, and the Purchaser Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12Qualified Borrower Guaranty. Each Seller hereby subordinates The QB Guarantor represents and warrants that it is, and immediately after giving effect to the Obligations Qualified Borrower Guaranty and the obligations evidenced hereby, will be, Solvent. This Qualified Borrower Guaranty and the obligations of the Other Seller all debtsQB Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, liabilities and impairment or discharge for any reason (other obligationsthan payment in full of the Guaranteed Debt), including, without limitation, the occurrence of any of the following, whether director not the Administrative Agent shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, indirector the stay or enjoining, primaryby order of court, secondary, several, joint and several by operation of law or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry the exercise or otherwise, owing to such Seller by the Other Sellerenforcement of, any Servicerclaim or demand or any right, power or remedy with respect to the Guaranteed Debt or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranteed Debt, (B) any waiver, amendment or modification of, or any consent to departure from, any Originator of the terms or provisions (including without limitation provisions relating to Events of Default) of this Qualified Borrower Guaranty and any other Loan Document or any agreement or instrument executed pursuant thereto, or of their respective Affiliatesany guaranty or other security for the Guaranteed Debt, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Debt, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Debt, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranteed Debt, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral, (F) any defenses, set-offs or counterclaims which any Borrower may allege or assert against the Administrative Agent in respect of the Guaranteed Debt, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of the QB Guarantor as an obligor in respect of the Guaranteed Debt.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 Fund Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Loan Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense (other than payment or performance) of a surety or guarantorany Fund Guarantor. Each Seller Fund Guarantor agrees that this Section 1.12 Fund Borrower Guaranty may be enforced by Administrative Agent or the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any of the other Transaction Loan Documents or any collateral Collateral, if any, hereafter securing the Fund Guaranteed Obligations of a Seller or otherwise, otherwise and each Seller Fund Guarantor hereby waives the right to require any Purchaser Party Administrative Agent or the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator Borrower Party or any other Person (including a co-guarantor) or to require any Purchaser Party Administrative Agent or the Lenders to pursue any other remedy or enforce any other right. Each Seller Fund Guarantor further agrees that it no Person or Governmental Authority shall have no any right to request any return or reimbursement of subrogation, indemnity, reimbursement funds from Administrative Agent or contribution against the Other Seller or any other guarantor of any Seller’s Obligations for amounts paid Lenders in connection with monies received under this Section 1.12 until the Final Payout DateLoan Documents. Each Seller Fund Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party Administrative Agent or the Lenders from suing on the Qualified Borrower Notes or any of the other Transaction Loan Documents or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral Collateral securing the Fund Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Sellerany Fund Guarantor’s obligations hereunder; it being the purpose and intent of each Seller that its obligations under this Section 1.12 shall be absolute, independent and unconditional under any and all circumstances. Neither any SellerFund Guarantor’s obligations under this Section 1.12 Fund Borrower Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other Seller, of any Servicer or of any Originator Qualified Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorQualified Borrower. Each Seller Fund Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Fund Guaranteed Obligations of the Other Seller and notice of or proof of reliance by Administrative Agent or any Purchaser Party Lender on the guarantees set forth in this Section 1.12 Fund Borrower Guaranty or acceptance thereofof this Fund Borrower Guaranty. The Fund Guaranteed Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Fund Borrower Guaranty. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators)Qualified Borrower, on the one hand, and Administrative Agent and the Purchaser PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Fund Borrower Guaranty. During the guarantees set forth in this Section 1.12. Each Seller continuance of a Cash Control Event, each Fund Guarantor hereby subordinates to the Fund Guaranteed Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller Fund Guarantor by any other Qualified Borrower. Notwithstanding any provision to the Other Seller, any Servicer, any Originator contrary contained herein or in any of their respective Affiliatesthe other Loan Documents, to the extent the obligations of any Fund Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal Law relating to fraudulent conveyances or transfers) then the obligations of such Fund Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable Law (whether federal or state or otherwise and including, without limitation, Debtor Relief Laws).

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents this Agreement, or any other agreement or instrument referred to thereinherein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 guaranty may be enforced by the Purchaser Parties Bank without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to this Agreement or any other Transaction Documents Loan Document or any collateral collateral, if any, hereafter securing the Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Bank to make demand on or proceed against any Seller, any Servicer, any Originator other Guarantor or any other Person (including a co-guarantor) or to require any Purchaser Party the Bank to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller any other Guarantor (or any other guarantor of any Seller’s Obligations the Obligations) for amounts paid under this Section 1.12 guaranty until such time as the Final Payout DateBank has been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Bank in connection with monies received under this Agreement. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Bank from suing in any jurisdiction on this Agreement or any of the other Transaction Documents Loan Document or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Document, Agreement or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s a Guarantor's obligations under this Section 1.12 guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever (i) by an impairment, modification, change, release, increase release or limitation of the liability of the Other Sellerany other Guarantor, of any Servicer or of any Originator or (ii) by reason of the bankruptcy or insolvency of such other Guarantor, (iii) by reason of the Other Seller, application of the laws of any Servicer foreign jurisdiction or (iv) by reason of the location of such other Guarantor in any Originatorforeign jurisdiction. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller and notice of or proof of reliance of by any Purchaser Party on the guarantees set forth in Bank upon this Section 1.12 guaranty or acceptance thereofof this guaranty. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12guaranty. All dealings between any Seller (or any of its Affiliates, including the initial Servicers Borrower and the Originators)Guarantors, on the one hand, and the Purchaser PartiesBank, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliatesguaranty.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents Credit Documents, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Credit Party Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s the Credit Party Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders have been paid in full, all Commitments under the Credit Agreement have been terminated. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Credit Documents or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any of any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s Guarantor's obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations of the Other Seller and notice of or proof of reliance of by the Administrative Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 Guaranty or acceptance thereofof this Guaranty. The Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guaranty. All dealings between any Seller (or the Borrower and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees this Guaranty. The Guarantors further agree to all rights of set-off as set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates11.2.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Credit Party Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller a Borrower or any other guarantor Guarantor of any Seller’s the Credit Party Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Credit Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any of any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s Guarantor's obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations of the Other Seller and notice of or proof of reliance of by the Administrative Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 Guarantee or acceptance thereofof this Guarantee. The Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guarantee. All dealings between any Seller (or the Borrower and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees this Guarantee. The Guarantors further agree to all rights of set-off as set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates11.2.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Credit Party Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s the Credit Party Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Credit Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any of any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its Guarantor's obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s Guarantor's obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations of the Other Seller and notice of or proof of reliance by the Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 Guarantee or acceptance thereofof this Guarantee. The Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guarantee. All dealings between any Seller (or the Borrower and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAgent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective AffiliatesGuarantee.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents this Agreement, or any other agreement or instrument referred to thereinherein, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Transaction Documents Loan Document or any collateral collateral, if any, hereafter securing the Guaranteed Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator other Guarantor or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller any other Guarantor (or any other guarantor of any Seller’s Obligations the Guaranteed Obligations) for amounts paid under this Section 1.12 guaranty until such time as the Final Payout DateLenders have been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes, this Agreement or any of the other Transaction Documents Loan Document or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Documentthe Notes, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s a Guarantor's obligations under this Section 1.12 guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator other Guarantor or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any Originatorsuch other Guarantor. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations of the Other Seller and notice of or proof of reliance of by the Administrative Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 guaranty or acceptance thereofof this guaranty. The Guaranteed Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12guaranty. All dealings between any Seller (or any of its Affiliates, including the initial Servicers Borrower and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliatesguaranty.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to thereinherein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes, the Agreement or any other Transaction Credit Documents or any collateral collateral, if any, hereafter securing the Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Company or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Company or any other guarantor of any Seller’s the Obligations for amounts paid under this Section 1.12 guaranty until such time as the Final Payout DateLenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes, this Agreement or any other Credit Document or any of the other Transaction Documents Hedging Agreements or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral securing the Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any the other Transaction DocumentCredit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any of a Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s a Guarantor's obligations under this Section 1.12 guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Company or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorCompany. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller and notice of or proof of reliance by the Administrative Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 guaranty or acceptance thereofof this guaranty. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or contracted, incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12guaranty. All dealings between any Seller (or the Company and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliatesguaranty.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to thereinherein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes, the Agreement or any other Transaction Credit Documents or any collateral collateral, if any, hereafter securing the Guaranteed Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator a Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller a Borrower or any other guarantor of any Seller’s the Guaranteed Obligations for amounts paid under this Section 1.12 guaranty until such time as the Final Payout DateLenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Agreement. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes, the Agreement or any other Credit Document or any of the other Transaction Documents Hedging Agreements or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Documentthe Notes, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any of a Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s a Guarantor's obligations under this Section 1.12 guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator a Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any Originatora Borrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations of the Other Seller and notice of or proof of reliance of by an Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 guaranty or acceptance thereofof this guaranty. The Guaranteed Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12guaranty. All dealings between any Seller (or the Borrowers and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAgents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliatesguaranty.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 are Guarantor hereunder are, joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Loan Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor other than the defense of the actual timely payment by the relevant Borrower of its Obligations. Each Seller Guarantor guarantees that the Obligations will be paid regardless of any applicable law, regulation, order or decree now or hereinafter in effect in any jurisdiction affecting any terms of such Obligation or any right of any Bank or the Administrative Agent with respect thereto. Each Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Banks without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Loan Documents or any collateral collateral, if any, hereafter securing the Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Banks to make demand on or proceed against any Seller, any Servicer, any Originator Borrower or any other Person (including a the other Guarantor or any other co-guarantor) or to require any Purchaser Party the Banks to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Borrower, the Other Seller other Guarantor, or any other guarantor of any Seller’s the Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateBanks have been paid in full, all Commitments under this Agreement have been terminated. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Banks from suing on the Notes or any of the other Transaction Loan Documents or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Obligations Obligation or from exercising any other rights available to it or them, as applicable, under this Agreement, the Notes, any other Transaction Documentof the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Sellereither Guarantor’s obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the obligations of any Seller’s obligations Guarantor under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer Borrower or of any Originator Guarantor or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer Borrower or of any OriginatorGuarantor. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller and notice of or proof of reliance by the Administrative Agent or any Purchaser Party Bank on the guarantees set forth in this Section 1.12 Guaranty or acceptance thereofof this Guaranty. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators), on the one hand, and the Purchaser Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates.any

Obligations Unconditional. The obligations of each Seller under this Guarantor hereunder, subject to the limitations of Section 1.12 14.1, are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents or any other agreement or instrument referred to herein or therein, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than the prior payment of the amounts due). Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by Administrative Agent on behalf of the Purchaser Secured Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any other of the Transaction Documents or any collateral collateral, if any, hereafter securing the Obligations of a Seller Aggregate Unpaids or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party Administrative Agent on behalf of the Secured Parties to make demand on or proceed against any Seller, any Servicer, any Originator Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party Administrative Agent on behalf of the Secured Parties to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller or any other guarantor of any Seller’s Obligations Borrower for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateAggregate Unpaids have been indefeasibly paid in full in cash, all Commitments under this Agreement have been terminated and, to the extent the Borrower or a Guarantor is party to any Insolvency Proceeding, no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Administrative Agent or the other Secured Parties in connection with monies received under the Transaction Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Administrative Agent from suing on any of enforcing the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral Collateral, if any, securing the Obligations Aggregate Unpaids or from exercising any other rights available to it or them, as applicable, under this Agreement, any other of the Transaction DocumentDocuments, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Sellereach Guarantor’s obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s the Guarantors’ obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other SellerBorrower, of any the Servicer or of any the Originator or by reason of the bankruptcy or insolvency of the Other SellerBorrower, of the Servicer, the Originator or any Servicer or of any OriginatorGuarantor. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller Aggregate Unpaids and notice of or proof of reliance by the Administrative Agent or any Purchaser other Secured Party on the guarantees set forth in this Section 1.12 Guaranty or acceptance thereofof this Guaranty. The ObligationsAggregate Unpaids, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guaranty. All dealings between the Borrower, the Servicer, the Originator and any Seller (or any of its Affiliates, including the initial Servicers and the Originators)Guarantor, on the one hand, and the Purchaser Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12Guaranty. Each Seller Guarantor hereby subordinates to the Obligations of the Other Seller Aggregate Unpaids all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing by any the Borrower, the Servicer or the Originator to such Seller by the Other Seller, any Servicer, any Originator or any of their respective AffiliatesGuarantor.

Obligations Unconditional. The Guarantor agrees that the obligations of each Seller under this Section 1.12 the Guarantor hereunder are irrevocable, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents Operative Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or guarantorco-obligor, it being the intent of this Section 8B.2 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Seller The Guarantor agrees that this Section 1.12 8B may be enforced by the Purchaser Financing Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes, the Certificates or any other Transaction Documents of the Operative Agreements or any collateral collateral, if any, hereafter securing the Company Obligations of a Seller or otherwise, otherwise and each Seller the Guarantor hereby waives the right to require any Purchaser Party the Financing Parties to make demand on or proceed against any Sellerthe Construction Agent, any Servicer, any Originator the Lessee or any other Person (including without limitation a co-guarantor) or to require any Purchaser Party the Financing Parties to pursue any other remedy or enforce any other right. Each Seller The Guarantor further agrees that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Other Seller Lessee and the Construction Agent or any other guarantor of any Seller’s the Company Obligations for amounts paid under this Section 1.12 8B until such time as the Final Payout DateLoans, Holder Fundings, accrued but unpaid interest, accrued but unpaid Holder Yield and all other amounts owing under the Operative Agreements have been paid in full. Each Seller Without limiting the generality of the waiver provisions of this Section 8B, the Guarantor hereby waives any rights to require the Financing Parties to proceed against the Construction Agent, the Lessee or any co-guarantor or to require Lessor to pursue any other remedy or enforce any other right, including without limitation, any and all rights under N.C. Gen. Stat. (S) 26-7 through 26-9. The Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Financing Parties from suing on any of the other Transaction Documents Operative Agreement or foreclosing its or their, as applicable, any security interest in or lien Lien on any collateral collateral, if any, securing the Company Obligations or from exercising any other rights available to it or them, as applicable, under this any Operative Agreement, any other Transaction Document, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s the Guarantor's obligations hereunder; it being the purpose and intent of each Seller the Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances; provided that any amounts due under this Section 8B which are -------- paid to or for the benefit of any Financing Party shall reduce the Company Obligations by a corresponding amount (unless required to be rescinded at a later date). Neither any Seller’s Guarantor's obligations under this Section 1.12 8B nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer Construction Agent or of any Originator the Lessee or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer Construction Agent or of any Originatorthe Lessee. Each Seller The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Company Obligations of the Other Seller and notice of or proof of reliance by any Purchaser Financing Party on the guarantees set forth in upon this Section 1.12 8B or acceptance thereof. of this Section 8B. The Obligations, and any part of them, Company Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12. 8B. All dealings between any Seller (or any of its Affiliatesthe Construction Agent, including the initial Servicers Lessee and the Originators)Guarantor, on the one hand, and the Purchaser Financing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates.8B.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Borrower Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no any right of subrogation, indemnity, reimbursement or contribution it may have against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s the Borrower Obligations for amounts paid under this Section 1.12 Guaranty shall be subordinated to (and no Guarantor shall assert same unless and until) the repayment in full of all Loans, all reimbursement obligations under Letters of Credit, all interest thereon, and all fees until 100 days after the Final Payout Datedate on which all Commitments and Letters of Credit have been terminated and all Loans, LOC Obligations, interest, and fees have been paid in full. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Credit Documents or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Borrower Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s Guarantor's obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations of the Other Seller and notice of or proof of reliance of by any Purchaser Party on the guarantees set forth in Agent or any Lender upon this Section 1.12 Guarantee or acceptance thereofof this Guarantee. The Borrower Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guarantee. All dealings between any Seller (or the Borrower and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAgents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective AffiliatesGuarantee.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 Fund Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Loan Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense (other than payment or performance) of a surety or guarantorany Fund Guarantor. Each Seller Fund Guarantor agrees that this Section 1.12 Fund Borrower Guaranty may be enforced by Administrative Agent or the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any of the other Transaction Loan Documents or any collateral Collateral, if any, hereafter securing the Fund Guaranteed Obligations of a Seller or otherwise, otherwise and each Seller Fund Guarantor hereby waives the right to require any Purchaser Party Administrative Agent or the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator Loan Party or any other Person (including a co-guarantor) or to require any Purchaser Party Administrative Agent or the Lenders to pursue any other remedy or enforce any other right. Each Seller Fund Guarantor further agrees that it no Person or Governmental Authority shall have no any right to request any return or reimbursement of subrogation, indemnity, reimbursement funds from Administrative Agent or contribution against the Other Seller or any other guarantor of any Seller’s Obligations for amounts paid Lenders in connection with monies received under this Section 1.12 until the Final Payout DateLoan Documents. Each Seller Fund Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party Administrative Agent or the Lenders from suing on the Qualified Borrower Notes or any of the other Transaction Loan Documents or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral Collateral securing the Fund Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Sellerany Fund Guarantor’s obligations hereunder; it being the purpose and intent of each Seller that its obligations under this Section 1.12 shall be absolute, independent and unconditional under any and all circumstances. Neither any SellerFund Guarantor’s obligations under this Section 1.12 Fund Borrower Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other Seller, of any Servicer or of any Originator Qualified Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorQualified Borrower. Each Seller Fund Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Fund Guaranteed Obligations of the Other Seller and notice of or proof of reliance by Administrative Agent or any Purchaser Party Lender on the guarantees set forth in this Section 1.12 Fund Borrower Guaranty or acceptance thereofof this Fund Borrower Guaranty. The Fund Guaranteed Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Fund Borrower Guaranty. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators)Qualified Borrower, on the one hand, and Administrative Agent and the Purchaser PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Fund Borrower Guaranty. During the guarantees set forth in this Section 1.12. Each Seller continuance of a Cash Control Event, each Fund Guarantor hereby subordinates to the Fund Guaranteed Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller Fund Guarantor by any other Qualified Borrower. Notwithstanding any provision to the Other Seller, any Servicer, any Originator contrary contained herein or in any of their respective Affiliatesthe other Loan Documents, to the extent the obligations of any Fund Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal Law relating to fraudulent conveyances or transfers) then the obligations of such Fund Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable Law (whether federal or state or otherwise and including, without limitation, Debtor Relief Laws).

Obligations Unconditional. The obligations of each Seller the Guarantors under this Section 1.12 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents Loan Documents, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Seller Guarantor agrees that this Section 1.12 may be enforced by the Purchaser Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any other Transaction Documents or any collateral hereafter securing the Obligations of a Seller or otherwise, and each Seller hereby waives the right to require any Purchaser Party to make demand on or proceed against any Seller, any Servicer, any Originator or any other Person (including a co-guarantor) or to require any Purchaser Party to pursue any other remedy or enforce any other right. Each Seller further agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor of any Seller’s Obligations Guarantor for amounts paid under this Section 1.12 Article IV until such time as the Final Payout DateObligations (other than contingent indemnification obligations for which no claim has been asserted) have been paid in full and the Commitments have expired or terminated. Each Seller further agrees that nothing contained herein Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall prevent not alter or impair the liability of any Purchaser Party Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from suing on time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the other Transaction Documents Obligations shall be extended, or foreclosing its such performance or their, as applicable, security interest compliance shall be waived; (b) any of the acts mentioned in or lien on any collateral securing of the Obligations or from exercising provisions of any other rights available to it or them, as applicable, under this Agreement, any other Transaction Documentof the Loan Documents, or any other agreement or instrument of security, if any, and referred to in the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s obligations hereunder; it being the purpose and intent of each Seller that its obligations under this Section 1.12 Loan Documents shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s obligations under this Section 1.12 nor any remedy for done or omitted; (c) the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other Seller, of any Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any Originator. Each Seller waives any and all notice of the creation, renewal, extension or accrual maturity of any of the Obligations shall be accelerated, or any of the Other Seller Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents, or any other agreement or instrument referred to in the Loan Documents shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, any Secured Party as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives, to the extent permitted by applicable Law, diligence, presentment, demand of payment, protest and notice of or proof of reliance by any Purchaser Party on the guarantees set forth in this Section 1.12 or acceptance thereof. The Obligationsall notices whatsoever, and any part requirement that the Secured Parties exhaust any right, power or remedy or proceed against any Person under any of them, shall conclusively be deemed to have been created, contracted or incurredthe Loan Documents, or renewedany other agreement or instrument referred to in the Loan Documents, extendedor against any other Person under any other guarantee of, amended or waivedsecurity for, in reliance upon the guarantees set forth in this Section 1.12. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators), on the one hand, and the Purchaser Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12Obligations. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates.4.03

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Credit Party Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s the Credit Party Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Credit Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Sellerany of any Guarantor’s obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any SellerGuarantor’s obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations of the Other Seller and notice of or proof of reliance of by the Administrative Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 Guarantee or acceptance thereofof this Guarantee. The Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guarantee. All dealings between any Seller (or the Borrower and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees this Guarantee. The Guarantors further agree to all rights of set-off and automatic debits as set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates11.2.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Company hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents this Agreement, or any other agreement or instrument referred to thereinherein, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller The Company agrees that this Section 1.12 guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Transaction Documents Loan Document or any collateral collateral, if any, hereafter securing the Guaranteed Obligations of a Seller or otherwise, otherwise and each Seller the Company hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator a Designated Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller The Company further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller a Designated Borrower or any other guarantor of any Seller’s the Guaranteed Obligations for amounts paid under this Section 1.12 guaranty until such time as the Final Payout DateLenders have been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Seller The Company further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes, this Agreement or any of the other Transaction Documents Loan Document or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Documentthe Notes, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any of the Company's obligations hereunder; it being the purpose and intent of each Seller the Company that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s the Company's obligations under this Section 1.12 guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator a Designated Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any Originatorsuch Borrower. Each Seller The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations of the Other Seller and notice of or proof of reliance of by the Administrative Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 guaranty or acceptance thereofof this guaranty. The Guaranteed Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12guaranty. All dealings between any Seller (or any of its Affiliates, including the initial Servicers Designated Borrowers and the Originators)Company, on the one hand, and the Purchaser PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliatesguaranty.

Obligations Unconditional. (a) The obligations liability of each Seller under this Section 1.12 are INSW hereunder is primary, absolute and unconditional, irrespective unconditional and is exclusive and independent of any security for or other guaranty of the value, genuineness, validity, regularity or enforceability of any indebtedness of the Transaction Documents Borrower, any Subsidiary Guarantor or any other agreement Guaranteed Party whether executed by INSW, any other guarantor or instrument referred by any other party, and the liability of INSW hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to thereinapplication of payment by the Borrower, any Subsidiary Guarantor or any other Guaranteed Party or by any other party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Subsidiary Guarantor, any other guarantor or of any other party as to the fullest Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, any Subsidiary Guarantor or any other Guaranteed Party, (e) to the extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller agrees that this Section 1.12 may be enforced by the Purchaser Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse payment made to any other Transaction Documents or Secured Creditor on the indebtedness which any collateral hereafter securing Secured Creditor repays the Obligations of a Seller or otherwise, and each Seller hereby waives the right to require any Purchaser Party to make demand on or proceed against any SellerBorrower, any Servicer, any Originator Subsidiary Guarantor or any other Person Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and INSW waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (including a co-guarantorf) any action or to require inaction by the Secured Creditors as contemplated in paragraph (d) below or (g) any Purchaser Party to pursue any other remedy invalidity, irregularity or enforce any other right. Each Seller further agrees that it shall have no right unenforceability of subrogation, indemnity, reimbursement or contribution against the Other Seller all or any other guarantor of any Seller’s Obligations for amounts paid under this Section 1.12 until the Final Payout Date. Each Seller further agrees that nothing contained herein shall prevent any Purchaser Party from suing on any part of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on any collateral securing the Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Document, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s obligations hereunder; it being the purpose and intent of each Seller that its obligations under this Section 1.12 shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s obligations under this Section 1.12 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other Seller, of any Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any Originator. Each Seller waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller and notice of or proof of reliance by any Purchaser Party on the guarantees set forth in this Section 1.12 or acceptance thereof. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators), on the one hand, and the Purchaser Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliatessecurity therefor.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents this Agreement, or any other agreement or instrument referred to thereinherein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees to the fullest extent permitted by applicable law that this Section 1.12 guaranty may be enforced by the Purchaser Parties Administrative Agent without the necessity at any time of resorting to or exhausting any other security or collateral Collateral and without the necessity at any time of having recourse to this Agreement or any other Transaction Documents Loan Document or any collateral Collateral, if any, hereafter securing the Loan Obligations of a Seller or otherwise, and each Seller Guarantor hereby waives the right to require any Purchaser Party the Administrative Agent to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) Guarantor or to require any Purchaser Party the Administrative Agent to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no not exercise any right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor of any Seller’s Obligations Guarantor for amounts paid under this Section 1.12 guaranty until such time as the Final Payout DateLoan Obligations have been paid in full. Each Seller Guarantor further agrees to the fullest extent permitted by applicable law that nothing contained herein shall prevent any Purchaser Party the Administrative Agent from suing in any jurisdiction on this Agreement or any of the other Transaction Documents Loan Document or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral Collateral, if any, securing the Loan Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Document, Agreement or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Sellerany Guarantor’s obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any SellerTo the fullest extent permitted by applicable law, neither a Guarantor’s obligations under this Section 1.12 guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever (i) by an impairment, modification, change, release, increase release or limitation of the liability of the Other SellerBorrower or any other Guarantor, of any Servicer or of any Originator or (ii) by reason of the bankruptcy or insolvency of the Other Seller, Borrower or such other Guarantor or (iii) by reason of the application of the laws and regulations of any Servicer or of any Originatorforeign jurisdiction. Each Seller Guarantor waives to the fullest extent permitted by applicable law any and all notice of the creation, renewal, extension or accrual of any of the Loan Obligations of the Other Seller and notice of or proof of reliance of by any Purchaser Party on the guarantees set forth in Administrative Agent, the Lenders or the Issuing Banks upon this Section 1.12 guaranty or acceptance thereofof this guaranty. The Loan Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12guaranty. All dealings between any Seller (or any of its Affiliates, including the initial Servicers Borrower and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAdministrative Agent and the Lenders and the Issuing Banks, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliatesguaranty.

Obligations Unconditional. The obligations of each Seller the Guarantors under this Section 1.12 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction Documents Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, to or any substitution, release or exchange of any other guarantee of or security for any of the fullest extent permitted by applicable lawGuaranteed Obligations, and, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorGuarantor (except for payment in full). Each Seller agrees Without limiting the generality of the foregoing, it is agreed that this Section 1.12 may be enforced by the Purchaser Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any other Transaction Documents or any collateral hereafter securing the Obligations of a Seller or otherwise, and each Seller hereby waives the right to require any Purchaser Party to make demand on or proceed against any Seller, any Servicer, any Originator or any other Person (including a co-guarantor) or to require any Purchaser Party to pursue any other remedy or enforce any other right. Each Seller further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller or any other guarantor occurrence of any Seller’s Obligations for amounts paid under this Section 1.12 until the Final Payout Date. Each Seller further agrees that nothing contained herein shall prevent any Purchaser Party from suing on any one or more of the other Transaction Documents following shall not alter or foreclosing its or their, as applicable, security interest in or lien on any collateral securing impair the Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Document, or any other instrument of security, if any, and the exercise of any liability of the aforesaid rights and the completion of any foreclosure proceedings Guarantors hereunder which shall not constitute a discharge of such Seller’s obligations hereunder; it being the purpose and intent of each Seller that its obligations under this Section 1.12 shall be remain absolute, independent irrevocable and unconditional under any and all circumstancescircumstances as described above: at any time or from time to time, without notice to the Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted; the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; any Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or the release of any other Guarantor pursuant to Section 11.09 or otherwise. Neither The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any Seller’s obligations requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Section 1.12 nor Agreement or the Notes, if any, or any remedy for the enforcement thereof shall be impairedother agreement or instrument referred to herein or therein, modifiedor against any other person under any other guarantee of, changed or released in security for, any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of Guaranteed Obligations. The Guarantors waive, to the Other Sellerextent permitted by Law, of any Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any Originator. Each Seller waives any and all notice of the creation, renewal, extension extension, waiver, termination or accrual of any of the Guaranteed Obligations of the Other Seller and notice of or proof of reliance by any Purchaser Secured Party on the guarantees set forth in upon this Section 1.12 Guarantee or acceptance thereof. The of this Guarantee, and the Guaranteed Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon the guarantees set forth in this Section 1.12. All Guarantee, and all dealings between any Seller (or any of its Affiliates, including the initial Servicers Borrower and the Originators), on the one hand, and the Purchaser Parties, on the other hand, Secured Parties shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12Guarantee. Each Seller hereby subordinates This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Other Seller Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all debts, liabilities or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and other obligations, whether direct, indirect, primary, secondary, several, joint effect and several or otherwisebe binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and irrespective shall inure to the benefit of whether such debtsthe Lenders, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliatessuccessors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Loan Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Loan Documents or any collateral collateral, if any, hereafter securing the Obligations of a Seller Obligation or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s Obligations the Obligation for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders have been paid in full, all Commitments under this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Loan Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Loan Documents or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Obligations Obligation or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that, subject to Guarantor's rights to raise defenses to payment that would be available to it if Guarantor was named as a "BORROWER" hereunder rather than as Guarantor, its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s Guarantor's obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer Borrower or of any Originator Guarantor or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer Borrower or of any OriginatorGuarantor. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller Obligation and notice of or proof of reliance by any Purchaser Party Agent or any Lender on the guarantees set forth in this Section 1.12 Guaranty or acceptance thereofof this Guaranty. The ObligationsObligation, and any part of themit, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guaranty. All dealings between any Seller (or any of its Affiliates, including the initial Servicers Borrower and the Originators)Guarantor, on the one hand, and Administrative Agent, the Purchaser PartiesLetter of Credit Issuer, and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees this Guaranty. Guarantor further agrees to all rights of set-off as set forth in this Section 1.12SECTION 5.3. Each Seller Guarantor hereby subordinates to the Obligations of the Other Seller Obligation all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing by Borrower to such Seller by Guarantor, provided, however that Borrower may make distributions consistent with the Other Seller, any Servicer, any Originator or any terms of their respective AffiliatesSECTION 10.10.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantor hereunder are absolute absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Loan Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller The Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any notes issued hereunder or any other Transaction of the Loan Documents or any collateral collateral, if any, hereafter securing the Obligations of a Seller or otherwise, otherwise and each Seller the Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller The Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller or any other guarantor of any Seller’s Obligations Borrower for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders have been paid in full, all Commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Loan Documents. Each Seller The Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes issued hereunder or any of the other Transaction Loan Documents or foreclosing its or their, as applicable, any security interest in or lien Lien on any collateral collateral, if any, securing the Obligations or from exercising any other rights available to it or them, as applicable, any of them under this Agreement, the Notes, any of the other Transaction DocumentLoan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Sellerany of the Guarantor’s obligations hereunder; it being the purpose and intent of each Seller the Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent independent, irrevocable and unconditional under any and all circumstances. Neither any Sellerthe Guarantor’s obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller and notice of or proof of reliance of by the Administrative Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 Guaranty or acceptance thereofof this Guaranty. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guaranty. All dealings between any Seller (or any of its Affiliates, including the initial Servicers Borrower and the Originators)Guarantor, on the one hand, and the Purchaser PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees this Guaranty. The Guarantor further agrees to all rights of set-off as set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective AffiliatesSECTION 9.8.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Credit Party Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right (including, without limitation, any rights under Section 26-7 et seq. of North Carolina General Statutes) to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s the Credit Party Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Credit Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any of any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s Guarantor's obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations of the Other Seller and notice of or proof of reliance of by any Purchaser Party on the guarantees set forth in Agent or any Lender upon this Section 1.12 Guarantee or acceptance thereofof this Guarantee. The Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guarantee. All dealings between any Seller (or the Borrower and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAgents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective AffiliatesGuarantee.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents Guaranteed Obligations or any of the Loan Documents, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Agent, on behalf of the Lenders, without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes, any other Transaction of the Loan Documents or any collateral collateral, if any, hereafter securing the Guaranteed Obligations of a Seller or otherwise, and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s the Guaranteed Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders have been paid in full, all Commitments under this Agreement have been terminated, and no Person or governmental authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Loan Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the the Agent or the Lenders from suing on the Notes or any of the other Transaction Loan Documents or foreclosing its or their, as applicable, their security interest in or lien Lien on any collateral collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, them under this Agreement, the Notes, any other Transaction Documentof the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s Guarantor's obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations of the Other Seller and notice of or proof of reliance by of by, the Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 Guaranty or acceptance thereofof this Guaranty. The Guaranteed Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guaranty. All dealings between any Seller (or the Borrowers and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAgent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective AffiliatesGuaranty.

Obligations Unconditional. The obligations of each Seller the Borrower and Parent under this Section 1.12 are absolute Agreement shall be absolute, unconditional and unconditionalirrevocable, irrespective and shall be performed strictly in accordance with this Agreement (subject to any modifications, waivers or consents by the Guarantor in accordance with the terms hereof) under any and all circumstances, and shall not be affected by (a) any lack of the value, genuineness, validity, regularity validity or enforceability of any of the Transaction Documents Loan Documents; (b) any amendment of, or any waiver or consent with respect to, all or any of the Loan Documents; (c) the existence of any claim, set-off, defense or other rights which the Borrower or any guarantor of any obligations of the Borrower may have at any time against the Lenders, any beneficiary or any transferee of the Interest Guaranty (or any persons or entities for whom the Lenders, any such beneficiary or any such transferee may be acting), the Guarantor or any other agreement person or instrument referred to thereinentity, to whether in connection with this Agreement, the fullest extent permitted by applicable law, irrespective Interest Guaranty or the Loan Documents; (d) any breach of contract or other dispute between the Borrower or any guarantor of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense obligations of a surety or guarantor. Each Seller agrees that this Section 1.12 may be enforced by Borrower and the Purchaser Parties without the necessity at Lenders, any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any other Transaction Documents beneficiary or any collateral hereafter securing transferee of the Obligations of a Seller or otherwiseInterest Guaranty, and each Seller hereby waives the right to require any Purchaser Party to make demand on or proceed against any Seller, any Servicer, any Originator Guarantor or any other Person person or entity; (including e) any statement, demand for payment or document presented under or in connection with the Interest Guaranty proving to be forged, fraudulent, untrue, inaccurate, invalid or insufficient in any respect; (f) any payment by the Guarantor under the Interest Guaranty against presentation of a co-guarantor) or to require any Purchaser Party to pursue any other remedy or enforce any other right. Each Seller further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against demand for payment which does not comply with the Other Seller or any other guarantor of any Seller’s Obligations for amounts paid under this Section 1.12 until the Final Payout Date. Each Seller further agrees that nothing contained herein shall prevent any Purchaser Party from suing on any terms of the Interest Guaranty, provided that such payment shall not have been made as a result of the gross negligence or willful misconduct of the Guarantor; (g) any delay, extension of time, renewal, compromise or other Transaction Documents indulgence or foreclosing its modification agreed to by the Guarantor, with or their, as applicable, security interest without notice to or approval by the Borrower in or lien on any collateral securing the Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Document, or any other instrument of security, if any, and the exercise respect of any of the aforesaid rights and Borrower’s Indebtedness to the completion Guarantor under this Agreement; or (h) any exchange, release or nonperfection of any foreclosure proceedings shall not constitute a discharge of such Seller’s obligations hereunder; it being the purpose and intent of each Seller that its obligations under this Section 1.12 shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s obligations under this Section 1.12 nor any remedy for the enforcement thereof shall be impaired, modified, changed lien or released security interest in any manner whatsoever by an impairment, modification, change, release, increase collateral pledged or limitation of the liability of the Other Seller, of any Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any Originator. Each Seller waives any and all notice of the creation, renewal, extension or accrual of otherwise provided to secure any of the Obligations obligations contemplated herein, the other Borrower Documents or in any of the Other Seller and notice Loan Documents. Notwithstanding the foregoing, the obligations of or proof of reliance by any Purchaser Party on the guarantees set forth in this Section 1.12 or acceptance thereof. The Obligations, and any part of them, shall conclusively be deemed Borrower to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon issue the guarantees set forth in this Section 1.12. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators), on the one hand, and the Purchaser Parties, on the other hand, likewise Warrants shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates subject to the Obligations last sentence of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective AffiliatesSection 2.2.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Credit Party Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s the Credit Party Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Credit Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any of any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s Guarantor's obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations of the Other Seller and notice of or proof of reliance of by any Purchaser Party on the guarantees set forth in Agent or any Lender upon this Section 1.12 Guarantee or acceptance thereofof this Guarantee. The Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guarantee. All dealings between any Seller (or the Borrower and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAgents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees this Guarantee. The Guarantors further agree to all rights of set-off as set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates11.2.

Obligations Unconditional. The Each Guarantor agrees that the obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents Operative Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or guarantorco-obligor, it being the intent of this Section 6B.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Seller Guarantor agrees that this Section 1.12 6B may be enforced by the Purchaser Financing Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes, the Certificates or any other Transaction Documents of the Operative Agreements or any collateral collateral, if any, hereafter securing the Company Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Financing Parties to make demand on or proceed against any Sellerthe Construction Agent, any Servicer, any Originator the Lessee or any other Person (including without limitation a co-guarantor) or to require any Purchaser Party the Financing Parties to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Other Seller Lessee and the Construction Agent or any other guarantor Guarantor of any Seller’s the Company Obligations for amounts paid under this Section 1.12 6B until such time as the Final Payout DateLoans, Holder Advances, accrued but unpaid interest, accrued but unpaid Holder Yield and all other amounts owing under the Operative Agreements have been paid in full. Without limiting the generality of the waiver provisions of this Section 6B, each Guarantor hereby waives any rights to require the Financing Parties to proceed against the Construction Agent, the Lessee or any co-guarantor or to require Lessor to pursue any other remedy or enforce any other right, including without limitation, any and all rights under N.C. Gen. Stat. ss.sx. 00-7 through 26-9. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Financing Parties from suing on any of the other Transaction Documents Operative Agreement or foreclosing its or their, as applicable, any security interest in or lien Lien on any collateral collateral, if any, securing the Company Obligations or from exercising any other rights available to it or them, as applicable, under this any Operative Agreement, any other Transaction Document, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s obligations hereunder; it being the purpose and intent of each Seller that its obligations under this Section 1.12 shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s obligations under this Section 1.12 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other Seller, of any Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any Originator. Each Seller waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller and notice of or proof of reliance by any Purchaser Party on the guarantees set forth in this Section 1.12 or acceptance thereof. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators), on the one hand, and the Purchaser Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates.the

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Term Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Credit Party Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s the Credit Party Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full and all Commitments under the Credit Agreement have been terminated. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Administrative Agent or the Lenders from suing on the Term Notes or any of the other Transaction Credit Documents or any of the Hedging Agreements, or foreclosing its or their, as applicable, their security interest in or lien Lien on any collateral collateral, if any, securing the Obligations Credit Party Obligations, or from exercising any other rights available to it or them, as applicable, them under this Credit Agreement, the Term Notes, any other Transaction Documentof the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s Guarantor's obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations of the Other Seller and notice of or proof of reliance by the Administrative Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 Guaranty or acceptance thereofof this Guaranty. The Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guaranty. All dealings between any Seller (or any of its Affiliates, including the initial Servicers Borrower and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees this Guaranty. The Guarantors further agree to all rights of set-off as set forth in this Section 1.12. Each Seller hereby subordinates 9.2 and agree that their obligations are secured pursuant to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective AffiliatesCollateral Documents.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to thereinherein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes, the Agreement or any other Transaction Credit Documents or any collateral collateral, if any, hereafter securing the Guaranteed Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator a Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller a Borrower or any other guarantor of any Seller’s the Guaranteed Obligations for amounts paid under this Section 1.12 guaranty until such time as the Final Payout DateLenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Agreement. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes, the Agreement or any other Credit Document or any of the other Transaction Documents Hedging Agreements or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Documentthe Notes, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any of a Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s a Guarantor's obligations under this Section 1.12 guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any Originator. Each Seller waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller and notice of or proof of reliance by any Purchaser Party on the guarantees set forth in this Section 1.12 or acceptance thereof. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators), on the one hand, and the Purchaser Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates.the

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Credit Party Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s the Credit Party Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Credit Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral Collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any of any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s Guarantor's obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations of the Other Seller and notice of or proof of reliance of by any Purchaser Party on the guarantees set forth in Agent or any Lender upon this Section 1.12 Guarantee or acceptance thereofof this Guarantee. The Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guarantee. All dealings between any Seller (or the Borrower and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAgents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees this Guarantee. The Guarantors further agree to all rights of set-off as set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates11.2.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Credit Party Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s the Credit Party Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders (and any Affiliates of Lenders entering into Hedging Agreements or that actually makes a Loan hereunder) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Credit Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any of any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s Guarantor's obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations of the Other Seller and notice of or proof of reliance of by any Purchaser Party on the guarantees set forth in Agent or any Lender upon this Section 1.12 Guaranty or acceptance thereofof this Guaranty. The Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guaranty. All dealings between any Seller (or the Borrower and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAgents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective AffiliatesGuaranty.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents Credit Documents, the Hedging Agreements or the Treasury Management Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Credit Party Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s the Credit Party Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders (and any Affiliates of Lenders entering into Hedging Agreements or Treasury Management Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Documents Credit Documents, any of the Hedging Agreements or any of the Treasury Management Agreements or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any of any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its Guarantor's obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s Guarantor's obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations of the Other Seller and notice of or proof of reliance by the Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 Guarantee or acceptance thereofof this Guarantee. The Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guarantee. All dealings between any Seller (or the Borrower and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAgent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective AffiliatesGuarantee.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents Loan Documents, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Registered Notes or any other Transaction of the Loan Documents or any collateral collateral, if any, hereafter securing the Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller any Borrower or any other guarantor Guarantor of any Seller’s the Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Loan Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party Lender from suing on any Registered Notes or any of the other Transaction Loan Documents or the Collateral Agent from foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Registered Notes, any other Transaction Documentof the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any of any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s Guarantor's obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller and notice of or proof of reliance by the Collateral Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 Guaranty or acceptance thereofof this Guaranty. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guaranty. All dealings between any Seller (or any of its Affiliates, including the initial Servicers Borrowers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesCollateral Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees this Guaranty. The Guarantors further agree to all rights of set-off as set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates8.04.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents Loan Documents, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Loan Documents or any collateral collateral, if any, hereafter securing the Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller any Borrower or any other guarantor Guarantor of any Seller’s the Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders have been paid in full and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Loan Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party Lender from suing on any Notes or any of the other Transaction Loan Documents or the Agent from foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, the Notes, any other Transaction Documentof the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any of any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s Guarantor's obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller and notice of or proof of reliance by the Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 Guaranty or acceptance thereofof this Guaranty. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guaranty. All dealings between any Seller (or any of its Affiliates, including the initial Servicers Borrowers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAgent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12Guaranty. Each Seller hereby subordinates The Guarantors further agree to the Obligations all rights of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller set-off held by the Other Seller, any Servicer, any Originator Agent or any of their respective Affiliatesthe Lenders.

Obligations Unconditional. The Each Guarantor agrees that the obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents Operative Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or guarantorco-obligor, it being the intent of this Section 6B.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Seller Guarantor agrees that this Section 1.12 6B may be enforced by the Purchaser Financing Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction Documents of the Operative Agreements or any collateral collateral, if any, hereafter securing the Company Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Financing Parties to make demand on or proceed against any Seller, any Servicer, any Originator the Lessee or any other Person (including without limitation a co-guarantor) or to require any Purchaser Party the Financing Parties to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Other Seller Lessee or any other guarantor Guarantor of any Seller’s the Company Obligations for amounts paid under this Section 1.12 6B until such time as the Final Payout DateCredit Notes, the Mortgage Notes, the Lessor Advance, accrued but unpaid interest, accrued but unpaid Lessor Yield and all other amounts owing under the Operative Agreements have been paid in full. Without limiting the generality of the waiver provisions of this Section 6B, each Guarantor hereby waives any rights to require the Financing Parties to proceed against the Lessee or any co-guarantor or to require Lessor to pursue any other remedy or enforce any other right, including without limitation, any and all rights under N.C. Gen. Stat. Section 26-7 through 26-9. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Financing Parties from suing on any of the other Transaction Documents Operative Agreement or foreclosing its or their, as applicable, any security interest in or lien Lien on any collateral collateral, if any, securing the Company Obligations or from exercising any other rights available to it or them, as applicable, under this any Operative Agreement, any other Transaction Document, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent irrevocable and unconditional under any and all circumstances; provided that any amounts due under this Section 6B which are paid to or for the benefit of any Financing Party shall reduce the Company Obligations by a corresponding amount (unless required to be rescinded at a later date). Neither any Seller’s Guarantor's obligations under this Section 1.12 6B nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Lessee or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorLessee. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Company Obligations of the Other Seller and notice of or proof of reliance by any Purchaser Financing Party on the guarantees set forth in upon this Section 1.12 6B or acceptance thereof. of this Section 6B. The Obligations, and any part of them, Company Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12. 6B. All dealings between any Seller (or the Lessee and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser Financing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates.6B.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents Credit Documents, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Credit Party Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s the Credit Party Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders have been paid in full. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Credit Documents or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Document, of the Credit Documents or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Sellerany of any Guarantor’s obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any SellerGuarantor’s obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations of the Other Seller and notice of or proof of reliance of by the Administrative Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 Guaranty or acceptance thereofof this Guaranty. The Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guaranty. All dealings between any Seller (or the Borrower and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees this Guaranty. The Guarantors further agree to all rights of set-off as set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates11.2.

Obligations Unconditional. The Holdings acknowledges that its obligations of each Seller under this Section 1.12 hereunder are absolute and unconditional, irrespective notwithstanding any dispute or controversy among the parties arising in connection with this Agreement or otherwise. Without limiting the generality of the valueforegoing, genuinenessthe obligations of the Holdings hereunder shall not be released, validitydischarged or otherwise affected by (i) the amendment or modification of this Agreement (except that the Holdings' obligations shall apply to this Agreement as amended or modified), regularity (ii) any failure, omission or enforceability delay to assert any claim or demand or to enforce any remedy under, or any waiver, exercise or nonexercise by any person of any right, remedy, power or privilege under, this Agreement ( in each case except as may be expressly stipulated by the terms of this Agreement to have such effect), (ii) any assignment, conveyance, mortgage or other transfer of all or any part of the rights, obligations or interests of Buyer or Seller under this Agreement, (iv) any voluntary or involuntary bankruptcy, insolvency, liquidation, dissolution, sale of assets, marshalling, receivership, assignment for the benefit of creditors, winding up or similar proceeding with respect to any of Buyer, Seller or Holdings, (v) any rejection of any of this Agreement in a bankruptcy or insolvency proceeding, (vi) any failure or delay in the fulfillment of any of Seller's obligations under this Agreement, (vii) any action to obtain or enforce any judgment or the satisfaction of any judgment for partial payment or performance (except to the extent of such payment or performance), (viii) any merger or consolidation of any of Buyer, Seller or Holdings, or any other corporate change in any thereof, or any sale, lease or transfer of any of the Transaction Documents assets of any thereof, or any other agreement change in the ownership of any equity interests in any thereof, (ix) any default, failure, breach or instrument referred to thereindelay in performance by Seller of any obligations under this Agreement, to the fullest extent permitted by applicable law, irrespective of (x) any other circumstance whatsoever or occurrence which might otherwise constitute a legal or equitable defense or discharge of the liabilities of a Holdings or indemnitor or (ix) any counterclaim, set off, deduction, or defense which Holdings may have against Buyer and in no event may Holdings assert (and Holdings hereby agrees not to assert) as a counterclaim, set off, deduction or defense to the obligations of a surety Holdings hereunder any claim that Holdings may have against Buyer, other than any counterclaim, set off, deduction or guarantor. Each Seller agrees defense that this Section 1.12 may be enforced by the Purchaser Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any other Transaction Documents or any collateral hereafter securing the Obligations of a Seller or otherwise, and each Seller hereby waives the right to require any Purchaser Party to make demand on or proceed against any Seller, any Servicer, any Originator or any other Person (including a co-guarantor) or to require any Purchaser Party to pursue any other remedy or enforce any other right. Each Seller further agrees that it shall Holdings may have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller or any other guarantor in respect of any Seller’s Obligations for amounts paid matter giving rise to the relevant claim under this Section 1.12 until the Final Payout Date. Each Seller further agrees that nothing contained herein shall prevent any Purchaser Party from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on any collateral securing the Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Document, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s obligations hereunder; it being the purpose and intent of each Seller that its obligations under this Section 1.12 shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s obligations under this Section 1.12 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other Seller, of any Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any Originator. Each Seller waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller and notice of or proof of reliance by any Purchaser Party on the guarantees set forth in this Section 1.12 or acceptance thereof. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators), on the one hand, and the Purchaser Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates10.14.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the QB Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Loan Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorQB Guarantor. Each Seller The QB Guarantor agrees that this Section 1.12 Qualified Borrower Guaranty may be enforced by any Secured Party pursuant to the Purchaser Parties Credit Agreement without the necessity at any time of resorting to or exhausting any other security or collateral Collateral and without the necessity at any time of having recourse to the Qualified Borrower Notes or any other Transaction of the Loan Documents or any collateral collateral, if any, hereafter securing the Obligations of a Seller Guaranteed Debt or otherwise, otherwise and each Seller the QB Guarantor hereby waives the right to require any Purchaser Party the Administrative Agent or the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator Credit Party or any other Person (including a co-guarantorQB Guarantor) or to require any Purchaser Party the Administrative Agent or the Lenders to pursue any other remedy or enforce any other right. Each Seller further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller or any other guarantor of any Seller’s Obligations for amounts paid under this Section 1.12 until the Final Payout Date. Each Seller The QB Guarantor further agrees that nothing contained herein shall prevent any Purchaser Secured Party from suing on the Qualified Borrower Notes or any of the other Transaction Loan Documents or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral Collateral, if any, securing the Obligations Guaranteed Debt or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Documentof the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Sellerthe QB Guarantor’s obligations hereunder; it being the purpose and intent of each Seller the QB Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Sellerthe QB Guarantor’s obligations under this Section 1.12 Qualified Borrower Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other Seller, of any Servicer or of any Originator Credit Party or by reason of the bankruptcy bankruptcy, insolvency or insolvency of the Other Seller, analogous procedure of any Servicer or of any OriginatorCredit Party. Each Seller The QB Guarantor waives any and all notice of the creation, renewal, extension accrual or accrual increase of any of the Obligations of the Other Seller Guaranteed Debt and notice of or proof of reliance by any Purchaser Secured Party on the guarantees set forth in this Section 1.12 Qualified Borrower Guaranty or acceptance thereofof this Qualified Borrower Guaranty. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Qualified Borrower Guaranty. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators)Credit Parties, on the one hand, and the Purchaser Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12Qualified Borrower Guaranty. Each Seller hereby subordinates The QB Guarantor represents and warrants that it is, and immediately after giving effect to the Obligations Qualified Borrower Guaranty and the obligations evidenced hereby, will be, Solvent. This Qualified Borrower Guaranty and the obligations of the Other Seller all debtsQB Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, liabilities and impairment or discharge for any reason (other obligationsthan payment in full of the Guaranteed Debt), including, without limitation, the occurrence of any of the following, whether director not the Administrative Agent shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, indirector the stay or enjoining, primaryby order of court, secondary, several, joint and several by operation of law or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry the exercise or otherwise, owing to such Seller by the Other Sellerenforcement of, any Servicerclaim or demand or any right, power or remedy with respect to the Guaranteed Debt or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranteed Debt, (B) any waiver, amendment or modification of, or any consent to departure from, any Originator of the terms or provisions (including without limitation provisions relating to Events of Default) of this Qualified Borrower Guaranty and any other Loan Document or any agreement or instrument executed pursuant thereto, or of their respective Affiliatesany guaranty or other security for the Guaranteed Debt, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed Debt, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Debt, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranteed Debt, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral, (F) any defenses, set-offs or counterclaims which any Credit Party may allege or assert against the Administrative Agent in respect of the Guaranteed Debt, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of the QB Guarantor as an obligor in respect of the Guaranteed Debt.

Obligations Unconditional. The obligations of each Seller Guarantor under this Section 1.12 are Guaranty shall be continuing, absolute and unconditional, irrespective of (i) the value, genuineness, validity, regularity invalidity or enforceability of any unenforceability of the Note Agreement, the Notes, the other Transaction Documents or any other agreement agreements, documents, certificates and instruments now or instrument referred hereafter executed or delivered by the Company, any other Guarantor or any other Person in connection with the Note Agreement or any other Transaction Document or any provision thereof; (ii) the absence of any attempt by any Holder to thereincollect the Guarantied Obligations or any portion thereof from the Company, any other Guarantor, any other guarantor of any portion of the Guarantied Obligations or any other Person or other action to enforce the fullest extent permitted same; (iii) any action taken by applicable lawany Holder whether or not authorized by this Guaranty; (iv) any failure by any Holder or the Collateral Agent to acquire, irrespective perfect or maintain any security interest or lien in, or take any steps to preserve its rights to, the Collateral or any other security for the Guarantied Obligations or any portion thereof or for the liability of such Guarantor hereunder or the liability of any other Guarantor or any other Person or any or all of the Guarantied Obligations; (v) any defense arising by reason of any disability or other defense (other than a defense of payment, unless the payment on which such defense is based was or is subsequently invalidated, declared to be fraudulent or preferential, otherwise avoided and/or required to be repaid to the Company or any Guarantor, as the case may be, or the estate of any such party, a trustee, receiver or any other Person under any bankruptcy law, state or federal law, common law or equitable cause, in which case there shall be no defense of payment with respect to such payment) of the Company or any other Person liable on the Guarantied Obligations or any portion thereof; (vi) any Holder’s election, in any proceeding instituted under Chapter 11 of Title 11 of the Federal Bankruptcy Code (11 U.S.C. §101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (vii) any borrowing or grant of a security interest to any Holder or the Collateral Agent by the Company as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (viii) the disallowance or avoidance of all or any portion of any Holder’s claim(s) for repayment of the Guarantied Obligations under the Bankruptcy Code or any similar state law or the avoidance, invalidity or unenforceability of any Lien securing the Guarantied Obligations or the liability of any Guarantor hereunder or under any of the other Transaction Documents or of the Company or any other guarantor of all or any part of the Guarantied Obligations; (ix) any amendment to, waiver or modification of, or consent, extension, indulgence or other action or inaction under or in respect of the Note Agreement, the Notes, the other Transaction Documents or any other agreements, documents, certificates and instruments now or hereafter executed or delivered by the Company or any Guarantor or any other guarantor in connection with the Note Agreement (including, without limitation, the issuance of Notes from time to time under the Note Agreement and any increase in the interest rate on the Notes); (x) any change in any provision of any applicable law or regulation; (xi) any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, binding on or affecting any Guarantor, the Company or any other guarantor or any of their assets; (xii) the articles of incorporation, certificate of formation or other formation document, or the by-laws, limited liability company agreement, partnership agreement or similar formation documents of any Guarantor, the Company or any other guarantor; (xiii) any mortgage, indenture, lease, contract, or other agreement (including without limitation any agreement with stockholders, partners or members of such Guarantor, as applicable), instrument or undertaking to which any Guarantor or the Company is a party or which purports to be binding on or affect any such Person or any of its assets; (xiv) any bankruptcy, insolvency, readjustment, composition, liquidation or similar proceeding with respect to the Company, any Guarantor or any other guarantor of all or any portion of any Guarantied Obligations or any such Person’s property and any failure by any Holder to file or enforce a claim against any Guarantor or any such other Person in any such proceeding; (xv) any failure on the part of the Company for any reason to comply with or perform any of the terms of any other agreement with any Guarantor; or (xvi) any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller agrees that this Section 1.12 may be enforced by the Purchaser Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any other Transaction Documents or any collateral hereafter securing the Obligations of a Seller or otherwise, and each Seller hereby waives the right to require any Purchaser Party to make demand on or proceed against any Seller, any Servicer, any Originator or any other Person (including a co-guarantor) or to require any Purchaser Party to pursue any other remedy or enforce any other right. Each Seller further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller or any other guarantor of any Seller’s Obligations for amounts paid under this Section 1.12 until the Final Payout Date. Each Seller further agrees that nothing contained herein shall prevent any Purchaser Party from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on any collateral securing the Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Document, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s obligations hereunder; it being the purpose and intent of each Seller that its obligations under this Section 1.12 shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s obligations under this Section 1.12 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other Seller, of any Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any Originator. Each Seller waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller and notice of or proof of reliance by any Purchaser Party on the guarantees set forth in this Section 1.12 or acceptance thereof. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators), on the one hand, and the Purchaser Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Guaranteed Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s the Guaranteed Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders have been paid in full, all Commitments under the Agreement have been terminated and no Person or governmental authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Credit Documents or foreclosing its or their, as applicable, security interest in or lien on any collateral securing the Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Document, or any other instrument of security, if anythe Credit Documents, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any of any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s Guarantor's obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations of the Other Seller and notice of or proof of reliance of by the Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 Guarantee or acceptance thereofof this Guarantee. The Guaranteed Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guarantee. All dealings between any Seller (or the Borrower and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAgent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective AffiliatesGuarantee.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Credit Party Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrower or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrower or any other guarantor Guarantor of any Seller’s the Credit Party Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Credit Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s Guarantor's obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrower. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations of the Other Seller and notice of or proof of reliance by any Purchaser Party on the guarantees set forth in Agent or any Lender upon this Section 1.12 Guarantee or acceptance thereofof this Guarantee. The Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guarantee. All dealings between any Seller (or the Borrower and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAgent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees this Guarantee. The Guarantors further agree to all rights of set-off as set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates11.2.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents this Agreement, or any other agreement or instrument referred to thereinherein, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to this Agreement or any other Transaction Documents Loan Document or any collateral collateral, if any, hereafter securing the Guaranteed Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator other Guarantor or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller any other Guarantor (or any other guarantor of any Seller’s Obligations the Guaranteed Obligations) for amounts paid under this Section 1.12 guaranty until such time as the Final Payout DateLenders have been paid in full, all Commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing in any jurisdiction on this Agreement or any of the other Transaction Documents Loan Document or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Document, Agreement or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any Guarantor's obligations hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Seller’s a Guarantor's obligations under this Section 1.12 guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever (i) by an impairment, modification, change, release, increase release or limitation of the liability of the Other Sellerany other Guarantor, of any Servicer or of any Originator or (ii) by reason of the bankruptcy or insolvency of such other Guarantor, (iii) by reason of the Other Seller, application of the laws of any Servicer foreign jurisdiction or (iv) by reason of the location of such other Guarantor in any Originatorforeign jurisdiction. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations of the Other Seller and notice of or proof of reliance of by the Administrative Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 guaranty or acceptance thereofof this guaranty. The Guaranteed Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12guaranty. All dealings between any Seller (or any of its Affiliates, including the initial Servicers Parent Borrower and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliatesguaranty.

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Loan Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller The Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties any Secured Party without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Loan Documents or any collateral collateral, if any, hereafter securing the Obligations of a Seller or otherwise, otherwise and each Seller the Guarantor hereby waives the right to require any Purchaser Party the Administrative Agent, the Letter of Credit Issuer or the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator Borrower Party or any other Person (including a co-guarantor) or to require any Purchaser Party the Administrative Agent, the Letter of Credit Issuer or the Lenders to pursue any other remedy or enforce any other right. Each Seller further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller or any other guarantor of any Seller’s Obligations for amounts paid under this Section 1.12 until the Final Payout Date. Each Seller The Guarantor further agrees that nothing contained herein shall prevent any Purchaser Secured Party from suing on the Notes or any of the other Transaction Loan Documents or foreclosing its or their, as applicable, security interest in or lien Lien on any collateral Collateral, if any, securing the Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other Transaction Documentof the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Sellerthe Guarantor’s obligations hereunder; it being the purpose and intent of each Seller the Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Sellerthe Guarantor’s obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrower or by reason of the bankruptcy bankruptcy, insolvency or insolvency of the Other Seller, analogous procedure of any Servicer or of any OriginatorBorrower. Each Seller The Guarantor waives any and all notice of the creation, renewal, extension accrual or accrual increase of any of the Obligations of the Other Seller and notice of or proof of reliance by any Purchaser Secured Party on the guarantees set forth in this Section 1.12 Guaranty or acceptance thereofof this Guaranty. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guaranty. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators)Borrowers, on the one hand, and the Purchaser Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor represents and warrants that it is, and immediately after giving effect to the guarantees set forth Guaranty and the obligation evidenced hereby, will be, Solvent. This Credit Agreement and the obligations of the Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in this Section 1.12. Each Seller hereby subordinates full of the Obligations), including the occurrence of any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Other Seller all debtsObligations; (B) any waiver, liabilities and other obligationsamendment or modification of, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing any consent to such Seller by the Other Sellerdeparture from, any Servicerof the terms or provisions (including provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Obligations; (C) to the fullest extent permitted by Applicable Law, any Originator of the Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (D) the application of their respective Affiliatespayments received from any source to the payment of indebtedness other than the Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Obligations; (E) any failure to perfect or continue perfection of a security interest in any of the Collateral; (F) any defenses, set-offs or counterclaims that the Borrowers may allege or assert against the Administrative Agent in respect of the Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (G) any other act or thing or omission, or delay to do any other act or thing, that may or might in any manner or to any extent vary the risk of the Guarantor as an obligor in respect of the Obligations.

Obligations Unconditional. The Each Guarantor agrees that the obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents Operative Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or guarantorco-obligor, it being the intent of this Section 6B.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Seller Guarantor agrees that this Section 1.12 6B may be enforced by the Purchaser Financing Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes, the Certificates or any other Transaction Documents of the Operative Agreements or any collateral collateral, if any, hereafter securing the Company Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Financing Parties to make demand on or proceed against any Sellerthe Construction Agent, any Servicer, any Originator the Lessee or any other Person (including without limitation a co-guarantor) or to require any Purchaser Party the Financing Parties to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Other Seller Lessee and the Construction Agent or any other guarantor Guarantor of any Seller’s the Company Obligations for amounts paid under this Section 1.12 6B until such time as the Final Payout Date. Each Seller further agrees that nothing contained herein shall prevent any Purchaser Party from suing on any of the other Transaction Documents or foreclosing its or theirLoans, as applicableHolder Advances, security interest in or lien on any collateral securing the Obligations or from exercising any other rights available to it or themaccrued but unpaid interest, as applicable, under this Agreement, any other Transaction Document, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s obligations hereunder; it being the purpose and intent of each Seller that its obligations under this Section 1.12 shall be absolute, independent and unconditional under any accrued but unpaid Holder Yield and all circumstances. Neither any Seller’s obligations other amounts owing under this Section 1.12 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Other Seller, of any Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any Originator. Each Seller waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller and notice of or proof of reliance by any Purchaser Party on the guarantees set forth in this Section 1.12 or acceptance thereof. The Obligations, and any part of them, shall conclusively be deemed to Operative Agreements have been created, contracted or incurred, or renewed, extended, amended or waived, paid in reliance upon the guarantees set forth in this Section 1.12full. All dealings between any Seller (or any of its Affiliates, including the initial Servicers and the Originators), on the one hand, and the Purchaser Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates.Without limiting the

Obligations Unconditional. The obligations of each Seller under this Section 1.12 the Guarantors hereunder are absolute absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Seller Guarantor agrees that this Section 1.12 Guaranty may be enforced by the Purchaser Parties Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other Transaction of the Credit Documents or any collateral collateral, if any, hereafter securing the Obligations of a Seller or otherwise, otherwise and each Seller Guarantor hereby waives the right to require any Purchaser Party the Lenders to make demand on or proceed against any Seller, any Servicer, any Originator the Borrowers or any other Person (including a co-guarantor) or to require any Purchaser Party the Lenders to pursue any other remedy or enforce any other right. Each Seller Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller Borrowers or any other guarantor Guarantor of any Seller’s the Obligations for amounts paid under this Section 1.12 Guaranty until such time as the Final Payout DateLenders have been paid in full, all Commitments under this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Seller Guarantor further agrees that nothing contained herein shall prevent any Purchaser Party the Lenders from suing on the Notes or any of the other Transaction Credit Documents or foreclosing its or their, as applicable, any security interest in or lien Lien on any collateral collateral, if any, securing the Obligations or from exercising any other rights available to it or them, as applicable, any of them under this Credit Agreement, the Notes, any of the other Transaction DocumentCredit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Seller’s any obligations of any Guarantor hereunder; it being the purpose and intent of each Seller Guarantor that its obligations under this Section 1.12 hereunder shall be absolute, independent independent, irrevocable and unconditional under any and all circumstances. Neither any Seller’s Guarantor's obligations under this Section 1.12 Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase release or limitation of the liability of the Other Seller, of any Servicer or of any Originator Borrowers or by reason of the bankruptcy or insolvency of the Other Seller, of any Servicer or of any OriginatorBorrowers. Each Seller Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations of the Other Seller and notice of or proof of reliance by the Administrative Agent or any Purchaser Party on the guarantees set forth in Lender upon this Section 1.12 Guaranty or acceptance thereofof this Guaranty. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.12Guaranty. All dealings between any Seller (or the Borrowers and any of its Affiliates, including the initial Servicers and the Originators)Guarantors, on the one hand, and the Purchaser PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees this Guaranty. The Guarantors further agree to all rights of set-off as set forth in this Section 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the Other Seller, any Servicer, any Originator or any of their respective Affiliates11.2.