Common use of Guaranty of Performance of Obligations Clause in Contracts

Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients the full and punctual payment and performance by each Originator of its Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator to such Recipient (including any Purchaser) from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of any Recipient (including any Purchaser) in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of such Originator’s Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator from performing in full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients Recipient, the full and punctual payment and performance by each Originator the Originators of its their respective Obligations. This Undertaking is an absolute, unconditional and continuing guaranty undertaking of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator to such Recipient (including any Purchaser) Recipient, the Administrative Agent, or the Purchasers from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of Recipient, the Administrative Agent, or any Recipient (including any Purchaser) Purchaser in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its the Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of the Obligations of such Originator’s Obligations Originator and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such any Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such any Originator from performing in full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider Performance Guarantor hereby guarantees to the Recipients Beneficiary, the full and punctual payment and performance by each Originator Transaction Party of its respective Obligations. This Undertaking Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator the Transaction Parties under the Agreements and each other document executed and delivered by any each such Originator Transaction Party pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient Beneficiary first attempt to collect any amounts owing by any Originator Transaction Party to such Recipient (including any Purchaser) Beneficiary, the Agent or the Purchasers from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of Beneficiary, the Agent or any Recipient (including any Purchaser) Purchaser in favor of any Originator Transaction Party or any other Person or other means of obtaining payment. Should any Originator Transaction Party default in the payment or performance of any of its the Obligations, after giving effect to any applicable grace period, each Recipient Beneficiary (or its respective assigns) may cause the immediate performance by Provider Performance Guarantor of such Originator’s the Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient Beneficiary (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by ProviderPerformance Guarantor. Notwithstanding the foregoing, this Undertaking Guaranty is not a guarantee of the collection of any of the Receivables and Provider Performance Guarantor shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator any Transaction Party results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator any Transaction Party from performing in full its Obligations under the Agreements any Agreement or Provider Performance Guarantor of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider Performance Guarantor hereby guarantees to the Recipients Beneficiary, the full and punctual payment and performance by each Originator Transaction Party of its respective Obligations. This Undertaking Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator the Transaction Parties under the Agreements and each other document executed and delivered by any each such Originator Transaction Party pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient Beneficiary first attempt to collect any amounts owing by any Originator Transaction Party SECOND AMENDED AND RESTATED PERFORMANCE GUARANTY to such Recipient (including any Purchaser) Beneficiary, the Agent or the Purchasers from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of Beneficiary, the Agent or any Recipient (including any Purchaser) Purchaser in favor of any Originator Transaction Party or any other Person or other means of obtaining payment. Should any Originator Transaction Party default in the payment or performance of any of its the Obligations, after giving effect to any applicable grace period, each Recipient Beneficiary (or its respective assigns) may cause the immediate performance by Provider Performance Guarantor of such Originator’s the Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient Beneficiary (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by ProviderPerformance Guarantor. Notwithstanding the foregoing, this Undertaking Guaranty is not a guarantee of the collection of any of the Receivables and Provider Performance Guarantor shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator any Transaction Party results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator any Transaction Party from performing in full its Obligations under the Agreements any Agreement or Provider Performance Guarantor of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients Recipient the full and punctual payment and performance by each Originator and each Servicer (together with their respective successors and assigns, collectively, the “Covered Entities”, and each, a “Covered Entity”) of its the Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator Covered Entity under the Agreements and each other document executed and delivered by any such Originator each Covered Entity pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator Covered Entity to such Recipient (including any Purchaser) Recipient, the Agent or the Purchasers from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of Recipient, the Agent or any Recipient (including any Purchaser) Purchaser in favor of any Originator Covered Entity or any other Person or other means of obtaining payment. Should any Originator Covered Entity default in the payment or performance of any of its the Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of such Originator’s the Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator any Covered Entity results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator from performing in full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients the full and punctual payment and performance by each Originator of its Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator to such Recipient (including any Purchaser) from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of any Recipient (including any Purchaser) in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of such Originator’s Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator from performing in full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.. FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients Recipient, the full and punctual payment and performance by each Originator of its the Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator to such Recipient (including any Purchaser) or its assigns), the Administrative Agent, the Agents or the Purchasers from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of Recipient, the Administrative Agent, any Recipient (including Agent or any Purchaser) Purchaser in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its the Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of such Originator’s the Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator from performing in full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider Performance Guarantor hereby guarantees to the Recipients each Beneficiary, the full and punctual payment and performance by each Originator ACL Party of its respective Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator ACL Party under the Agreements and each other document executed and delivered by any such Originator pursuant to the Subject Agreements and is in no way conditioned upon any requirement that any Recipient the applicable Beneficiary first attempt to collect any amounts owing by any Originator such ACL Party to such Recipient (including any Purchaser) Beneficiary or the Agent from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of any Recipient (including any Purchaser) such Beneficiary or the Agent in favor of any Originator such ACL Party or any other Person or other means of obtaining payment. Should any Originator an ACL Party default in the payment or performance of any of its the Obligations, after giving effect to any the applicable grace period, each Recipient Beneficiary (or its respective assigns) may cause the immediate performance by Provider Performance Guarantor of such Originator’s the Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient such Beneficiary (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by ProviderPerformance Guarantor. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider Performance Guarantor shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such an Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such each Originator from performing in full its Obligations under the Agreements Purchase Agreement or Provider Performance Guarantor of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider Performance Guarantor hereby guarantees to the Recipients Beneficiary, the full and punctual payment and performance by each Originator Transaction Party of its respective Obligations. This Undertaking Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator the Transaction Parties under the Agreements and each other document executed and delivered by any each such Originator Transaction Party pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient Beneficiary first attempt to collect any amounts owing by any Originator Transaction Party to such Recipient (including any Purchaser) Beneficiary, the Agent or the Purchasers from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of Beneficiary, the Agent or any Recipient (including any Purchaser) Purchaser in favor of any Originator Transaction Party or any other Person or other means of obtaining payment. Should any Originator Transaction Party default in the payment or performance of any of its the Obligations, after giving effect to any applicable grace period, each Recipient Beneficiary (or its respective assigns) may cause the immediate performance by Provider Performance Guarantor of such Originator’s the Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient Beneficiary (or its respective assigns), without SEVENTH AMENDED AND RESTATED PERFORMANCE GUARANTY demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by ProviderPerformance Guarantor. Notwithstanding the foregoing, this Undertaking Guaranty is not a guarantee of the collection of any of the Receivables and Provider Performance Guarantor shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator any Transaction Party results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator any Transaction Party from performing in full its Obligations under the Agreements any Agreement or Provider Performance Guarantor of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients the full and punctual payment and performance by each Originator of its Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator to such Recipient (including any Purchaser) from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of any Recipient (including any Purchaser) in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of such Originator’s Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables Exh. XI-15 FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator from performing in full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider The Performance Guarantor hereby unconditionally guarantees to the Recipients SPV, the full and punctual payment and performance by each Originator the Originators of its the Obligations. This Undertaking Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that SPV first take any Recipient first action against the Originators with respect to the Obligations or attempt to collect any of the amounts owing by any Originator the Originators to such Recipient (including any Purchaser) SPV from any other Person the Originators or resort to any collateral security, any balance of any deposit account or credit on the books of any Recipient (including any Purchaser) SPV in favor of the Originators, any Originator guarantor of the Obligations or any other Person or other means of obtaining paymentPerson. Should any Originator the Originators default in the payment or performance of any of its the Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) SPV may cause the immediate performance by Provider the Performance Guarantor of such Originator’s the Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns)SPV, without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Providerthe Performance Guarantor. Notwithstanding the foregoing, The Performance Guarantor's liability under this Undertaking is not a guarantee Guaranty shall be absolute and unconditional irrespective of (i) any lack of validity or enforceability of the collection Repurchase Agreement, the Loan Agreement or any other document executed in connection therewith or delivered thereunder, (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Repurchase Agreement, the Loan Agreement or any other document executed in connection therewith or delivered thereunder, (iii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations, (iv) any law, regulation or order of any jurisdiction affecting any term of all or any Obligations or the rights of SPV, (v) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of the Originators, (vi) any change, restructuring or termination of the corporate structure or existence of the Originators, or (vii) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Originators or a guarantor. In the event that performance of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator results from Receivables being uncollectible on account of is stayed upon the insolvency, bankruptcy or lack of creditworthiness reorganization of the related Obligor; providedOriginators, that nothing herein or for any other reason, all such Obligations shall relieve such Originator from performing in full its Obligations under be immediately performed by the Agreements or Provider of its undertaking hereunder with respect to the full performance of such dutiesPerformance Guarantor.

Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients the full and punctual payment and performance by each Originator of its Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator to such Recipient (including any Purchaser) from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of any Recipient (including any Purchaser) in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of such Originator’s Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator from performing in full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider Performance Guarantor hereby guarantees to the Recipients Beneficiary, the full and punctual payment and performance by each Originator Transaction Party FOURTH AMENDED AND RESTATED PERFORMANCE GUARANTY of its respective Obligations. This Undertaking Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator the Transaction Parties under the Agreements and each other document executed and delivered by any each such Originator Transaction Party pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient Beneficiary first attempt to collect any amounts owing by any Originator Transaction Party to such Recipient (including any Purchaser) Beneficiary, the Agent or the Purchasers from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of Beneficiary, the Agent or any Recipient (including any Purchaser) Purchaser in favor of any Originator Transaction Party or any other Person or other means of obtaining payment. Should any Originator Transaction Party default in the payment or performance of any of its the Obligations, after giving effect to any applicable grace period, each Recipient Beneficiary (or its respective assigns) may cause the immediate performance by Provider Performance Guarantor of such Originator’s the Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient Beneficiary (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by ProviderPerformance Guarantor. Notwithstanding the foregoing, this Undertaking Guaranty is not a guarantee of the collection of any of the Receivables and Provider Performance Guarantor shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator any Transaction Party results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator any Transaction Party from performing in full its Obligations under the Agreements any Agreement or Provider Performance Guarantor of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients the full and punctual payment and performance by each Originator of its Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator to such Recipient (including any Purchaser) from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of any Recipient (including any Purchaser) in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of such Originator’s Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator from performing in full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.. Exh. XI-15 FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients the full and punctual payment and performance by each Originator of its Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator to such Recipient (including any Purchaser) from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of any Recipient (including any Purchaser) in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of such Originator’s Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided fifth amended and restated receivables purchase agreement herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator from performing in full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients the full and punctual payment and performance by each Originator of its Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator to such Recipient (including any Purchaser) from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of any Recipient (including any Purchaser) in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of such Originator’s Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator from performing in Exh. XI-28 fifth amended and restated receivables purchase agreement full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients the full and punctual payment and performance by each Originator of its Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator to such Recipient (including any Purchaser) from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of any Recipient (including any Purchaser) in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of such Originator’s Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator results FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator from performing in full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients Recipient, the full and punctual payment and performance by each Originator of its the Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator to such Recipient (including any Purchaser) or its assigns), the Agent or the Purchasers from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of Recipient, the Agent or any Recipient (including any Purchaser) Purchaser in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its the Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of such Originator’s the Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator from performing in full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider Performance Guarantor hereby guarantees to the Recipients Recipient, the full and punctual payment and performance by each Originator Seller and Collection Agent of its the Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator Seller and Collection Agent under the Agreements and each other document executed and delivered by any such Originator each Seller and Collection Agent pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator such Seller or Collection Agent to such Recipient (including any Purchaser) Recipient, the Administrative Agent, Funding Agents, Conduit Lenders, Committed Lenders or the Insurer from any other Person or resort to any collateral security, any balance of any deposit account account, intercompany payable or credit on the books intercompany promissory note of any Recipient (including Seller or any Purchaser) in favor of any Originator Collection Agent, or any other Person or other means of obtaining payment. Should any Originator Seller or Collection Agent default in the payment or performance of any of its the Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider Performance Guarantor of such Originator’s the Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by ProviderPerformance Guarantor. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider Performance Guarantor shall not be responsible for any Obligations to the extent that the failure to perform such Obligations by such Originator any Seller or Collection Agent results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator any Seller or Collection Agent from performing in full its Obligations under the Agreements or Provider Performance Guarantor of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients the full and punctual payment and performance by each Originator of its Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator to such Recipient (including any Purchaser) from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of any Recipient (including any Purchaser) in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of such Originator’s Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator from performing in full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.. Exh. XI-28 FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients Recipient, the full and punctual payment and performance by each Originator of its the Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator to such Recipient (including any Purchaser) Recipient, the Agent or the Purchasers from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of Recipient, the Agent or any Recipient (including any Purchaser) Purchaser in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its the Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of such Originator’s the Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator from performing in full its Obligations under the Agreements Sale Agreement or Provider of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients Recipient, the full and punctual payment and performance by each Originator of Bank and NCI of its respective Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator (i) Bank under the Agreements Operating Agreement, the Transfer and Servicing Agreement and the Note Purchase Agreement and each other document executed and delivered by any such Originator Bank pursuant to thereto and (ii) NCI under the Agreements Receivables Purchase Agreement and each other document executed and delivered by NCI pursuant thereto. This Undertaking is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator Bank or NCI to such Recipient (including any Purchaser) Recipient, Purchasers or from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of Recipient or any Recipient (including any Purchaser) Purchaser in favor of any Originator Bank, NCI or any other Person or other means of obtaining payment. Should any Originator Bank or NCI default in the payment or performance of any of its respective Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may may, upon three Business Days' written notice to Provider, cause the immediate performance by Provider of such Originator’s Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider; provided, however, that the failure of Recipient (or its assigns) to give such written notice to Provider shall in no event act as a waiver of any provision of this Undertaking or relieve Provider of any of its Obligations. Notwithstanding the foregoing, (i) this Undertaking is not a guarantee of the payment by an Obligor or collection of any of the Receivables (as defined in the Transfer and Servicing Agreement); and (ii) Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator Bank or NCI results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related ObligorObligor (as defined in the Transfer and Servicing Agreement); provided, that nothing herein shall relieve such Originator Bank from performing in full its Obligations under the Agreements as Servicer or Provider of its undertaking hereunder with respect to the full performance of such the Servicer's or the Provider's respective duties. Subject to the provisions set forth in Section 8, any payment by Provider hereunder shall discharge all of Provider's liability for the amounts so paid.

Guaranty of Performance of Obligations. The Provider hereby guarantees to the Recipients Recipient, the full and punctual payment and performance by each Originator the Originators of its the Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator the Originators under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that any the Recipient first attempt to collect any amounts owing by any Originator to such Recipient (including the Recipient, the Collateral Agent, any Purchaser) Managing Agent or the Purchasers from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of the Recipient, the Collateral Agent, any Recipient (including Managing Agent or any Purchaser) Purchaser in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its the Obligations, after giving effect to any applicable grace period, each the Recipient (or its respective assigns) may cause the immediate performance by the Provider of such Originator’s the Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any the Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by the Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and the Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such the related Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; providedPROVIDED, that nothing herein shall relieve such any Originator from performing in full its Obligations under the Agreements Purchase Agreement or the Provider of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients the full and punctual payment and performance by each Originator of its Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator to such Recipient (including any Purchaser) from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of any Recipient (including any Purchaser) in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of such Originator’s Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator results from Receivables being uncollectible Exh. XI-28 FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator from performing in full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider The Performance Guarantor hereby unconditionally guarantees to the Recipients Administrative Agent and the Purchasers, the full and punctual payment and performance by each Originator the Servicer of its the Obligations. This Undertaking Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that the Administrative Agent or the Purchasers first take any Recipient first action against the Servicer with respect to the Obligations or attempt to collect any of the amounts owing by any Originator the Servicer to such Recipient (including any Purchaser) the Purchasers from any other Person the Servicer or resort to any collateral security, any balance of any deposit account or credit on the books of any Recipient (including any Purchaser) Purchasers in favor of the Servicer, any Originator guarantor of the Obligations or any other Person or other means of obtaining paymentPerson. Should any Originator the Servicer default in the payment or performance of any of its the Obligations, after giving effect to any applicable grace period, each Recipient (the Administrative Agent or its respective assigns) the Majority Banks may cause the immediate performance by Provider the Performance Guarantor of such Originator’s the Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns)the Administrative Agent and the Purchasers, without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Providerthe Performance Guarantor. Notwithstanding the foregoing, The Performance Guarantor’s liability under this Undertaking is not a guarantee Guaranty shall be absolute and unconditional irrespective of (i) any lack of validity or enforceability of the collection Repurchase Agreement or any other document executed in connection therewith or delivered thereunder, (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Repurchase Agreement or any other document executed in connection therewith or delivered thereunder, (iii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations, (iv) any law, regulation or order of any jurisdiction affecting any term of all or any Obligations or the rights of the Administrative Agent or any of the Purchasers, (v) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of the Servicer, (vi) any change, restructuring or termination of the corporate structure or existence of the Servicer, or (vii) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Servicer or a guarantor. In the event that performance of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator results from Receivables being uncollectible on account of is stayed upon the insolvency, bankruptcy or lack of creditworthiness reorganization of the related Obligor; providedServicer, that nothing herein or for any other reason, all such Obligations shall relieve such Originator from performing in full its Obligations under be immediately performed by the Agreements or Provider of its undertaking hereunder with respect to the full performance of such dutiesPerformance Guarantor.

Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients the full and punctual payment and performance by each Originator of its Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator to such Recipient (including any Purchaser) from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of any Recipient (including any Purchaser) in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of such Originator’s Obligations and cause any payment Obligations of such FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator from performing in full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients the full and punctual payment and performance by each Originator of its Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator to such Recipient (including any Purchaser) from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of any Recipient (including any Purchaser) in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of such Originator’s Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to Exh. XI-15 fifth amended and restated receivables purchase agreement perform such Obligations by such Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator from performing in full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider Performance Guarantor hereby guarantees to the Recipients Beneficiary, the full and punctual payment and performance by each Originator Transaction Party of its respective Obligations. This Undertaking Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator the Transaction Parties under the Agreements and each other document executed and delivered by any each such Originator Transaction Party pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient Beneficiary first attempt to collect any amounts owing by any Originator Transaction Party to such Recipient (including any Purchaser) Beneficiary, the Agent or the Purchasers from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of Beneficiary, the Agent or any Recipient (including any Purchaser) Purchaser in favor of any Originator Transaction Party or any other Person or other means of obtaining payment. Should any Originator Transaction Party default in the payment or performance of any of its the Obligations, after giving effect to any applicable grace period, each Recipient Beneficiary (or its respective assigns) may cause the immediate performance by Provider Performance Guarantor of such Originator’s the Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient Beneficiary (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by ProviderPerformance Guarantor. Notwithstanding the foregoing, this Undertaking Guaranty is not a guarantee SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT of the collection of any of the Receivables and Provider Performance Guarantor shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator any Transaction Party results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator any Transaction Party from performing in full its Obligations under the Agreements any Agreement or Provider Performance Guarantor of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients Recipient, the full and punctual payment and performance by each Originator the Subsidiary Originators of its their respective Obligations. This Undertaking is an absolute, unconditional and continuing guaranty undertaking of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Subsidiary Originator pursuant to the Agreements Sale Agreement and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Subsidiary Originator to such Recipient (including any Purchaser) Recipient, the Administrative Agent, or the Purchasers from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of Recipient, the Administrative Agent, or any Recipient (including any Purchaser) Purchaser in favor of any Subsidiary Originator or any other Person or other means of obtaining payment. Should any Subsidiary Originator default in the payment or performance of any of its the Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of the Obligations of such Originator’s Obligations Subsidiary Originator and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such any Subsidiary Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or other financial or credit condition resulting in the inability to pay in respect of an Obligor or unwillingness to pay (other than a dispute giving rise to a Purchase Price Credit) of the related Obligor; provided, provided that nothing herein shall relieve such any Subsidiary Originator from performing in full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients Recipient, the full and punctual payment and performance by each Originator the OtherSubsidiary Originators of its their respective Obligations. This Undertaking is an absolute, unconditional and continuing guaranty undertaking of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such OtherSubsidiary Originator pursuant to the Agreements AgreementsSale Agreement and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any OtherSubsidiary Originator to such Recipient (including any Purchaser) Recipient, the Administrative Agent, or the Purchasers from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of Recipient, the Administrative Agent, or any Recipient (including any Purchaser) Purchaser in favor of any OtherSubsidiary Originator or any other Person or other means of obtaining payment. Should any OtherSubsidiary Originator default in the payment or performance of any of its the Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of the Obligations of such Originator’s Obligations OtherSubsidiary Originator and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such any OtherSubsidiary Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or other financial or credit condition resulting in the inability to pay in respect of an Obligor or unwillingness to pay (other than a dispute giving rise to a Purchase Price Credit) of the related Obligor; provided, that nothing herein shall relieve such any OtherSubsidiary Originator from performing in full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients Recipient the full and punctual payment and performance by each Originator of its the Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such each Originator pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator to such Recipient (including any Purchaser) Recipient, the Agent or the Purchasers from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of Recipient, the Agent or any Recipient (including any Purchaser) Purchaser in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its the Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of such Originator’s the Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such any Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator from performing in full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.