Common use of Obligations Absolute and Unconditional Clause in Contracts

Obligations Absolute and Unconditional. Each Borrower hereby agrees that its Obligations hereunder and under the Loan Documents shall be unconditional, irrespective of: (a) the validity, enforceability, avoidance or subordination of any of the Obligations or any of the Loan Documents as to any other Borrower; (b) the absence of any attempt by, or on behalf of, the Administrative Agent, the Issuing Banks or any of the Lenders to collect, or to take any other action to enforce, all or any part of the Obligations whether from or against any Borrower or any other Person liable for such Obligations; (c) the election of any remedy available under the Loan Documents or applicable Requirements of Law by, or on behalf of, the Administrative Agent, the Issuing Banks or any of the Lenders with respect to all or any part of the Obligations; (d) the waiver, consent, extension, forbearance or granting of any indulgence by, or on behalf of, the Administrative Agent, the Issuing Banks or any of the Lenders with respect to any provision of any of the Loan Documents; (e) the failure of the Administrative Agent, the Issuing Banks or any of the Lenders to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations; (f) the election by, or on behalf of, the Administrative Agent, the Issuing Banks or any of the Lenders, in any proceeding which constitutes a Bankruptcy Event, involving any other Borrower of any right which is comparable to the rights set forth in Section 1111(b)(2) of the Bankruptcy Code; (g) any borrowing or grant of a security interest by any other Borrower, or any receiver or assignee following the occurrence of a Bankruptcy Event, pursuant to any provision of applicable law comparable to Section 364 of the Bankruptcy Code; (h) the disallowance, under any provision of applicable law comparable to Section 502 of the Bankruptcy Code, of all or any portion of the claims against any Borrower held by any of the Lenders, the Issuing Banks or the Administrative Agent, for repayment of all or any part of the Obligations; (i) the insolvency of any other Borrower; and (j) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of any Borrower (other than Payment In Full of the Obligations).

Obligations Absolute and Unconditional. Each Borrower hereby agrees The obligations of the Guarantor under this clause 2 are absolute, unconditional and irrevocable. The Guarantor’s liability under this clause 2 is not adversely affected by anything that its Obligations hereunder and under the Loan Documents shall be unconditionalwould otherwise reduce or discharge that liability, irrespective ofincluding: (a) any increase in, or variation or replacement of, financial accommodation (including any arrangement relating to the validity, enforceability, avoidance or subordination of any of the Obligations or any of the Loan Documents as Secured Moneys) provided to any other Borrowerperson; (b) the absence of any attempt bytime, waiver, concession (such as more time to pay) or consent granted to, or on behalf ofcomposition with, the Administrative Agent, the Issuing Banks or any of the Lenders to collect, or to take any other action to enforce, all or any part of the Obligations whether from or against any Borrower or any other Person liable for such Obligations;person; Corproate Guarantee Reference: VA:5199840Legal/79993694_3 (c) the election opening of any remedy available under account with the Loan Documents or applicable Requirements of Law by, or on behalf of, the Administrative Agent, the Issuing Banks or any of the Lenders with respect to all or any part of the ObligationsLender; (d) any transaction, agreement (including a Finance Document) or arrangement (or a variation, novation or assignment of such a transaction, agreement or arrangement) between the waiver, consent, extension, forbearance or granting of any indulgence by, or on behalf ofLender, the Administrative Agent, the Issuing Banks Borrower or any of the Lenders with respect to any provision of any of the Loan Documentsother person; (e) the failure an Insolvency Event in respect of the Administrative Agent, the Issuing Banks Borrower or any of the Lenders to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligationsother person; (f) the election byany judgment or order being obtained or made against, or on behalf of, the Administrative Agent, conduct of any proceedings by the Issuing Banks Borrower or any of the Lenders, in any proceeding which constitutes a Bankruptcy Event, involving any other Borrower of any right which is comparable to the rights set forth in Section 1111(b)(2) of the Bankruptcy Codeperson; (g) any borrowing or grant of a security interest by any other Borrower, or any receiver or assignee following the occurrence of a Bankruptcy Event, pursuant to any provision of applicable law comparable to Section 364 an obligation of the Bankruptcy CodeBorrower or a Finance Document being or becoming, in whole or in part, illegal, void, voidable, unenforceable, defective, released, waived, impaired, novated, enforced or impossible or illegal to perform; (h) the disallowancewhole or partial discharge or release of, under any provision of applicable law comparable to Section 502 of the Bankruptcy Code, of all or any portion of the claims against any Borrower held by any of the Lenders, the Issuing Banks or the Administrative Agentgranting of, for repayment of all or any part of the Obligationsa Security Interest; (i) the insolvency Secured Moneys not being recoverable or the liability of the Borrower or any other Borrower; andperson to the Lender ceasing or reducing (including due to a release or discharge by the Lender or by law); (j) the failure of the Borrower or other person to execute any Finance Document; (k) the exercise or non-exercise of any Power (including any right to terminate a contract); (l) any set-off, combination of accounts or counterclaim; (m) any Secured Property being destroyed, forfeited, extinguished, surrendered or resumed; (n) the fact that a person: (i) who was intended to guarantee the Borrower’s obligations does not do so or does not do so effectively; or (ii) becomes a Guarantor or ceases to be a Guarantor after the date of this deed; (o) any incapacity or lack of power, authority or legal personality of or dissolution or change in the membership or status of the Borrower or any other circumstance which might otherwise constitute a person; or (p) any default, misrepresentation, negligence, breach of contract, misconduct, acquiescence, delay, waiver, mistake, failure to give notice or other act or omission (whether or not prejudicial to the Borrower) by the Lender or any other person, regardless of whether it, the Lender or any other person is aware of, or consents to, any of these matters and despite any legal or equitable discharge or defense of any Borrower (other than Payment In Full of rule to the Obligations)contrary.

Obligations Absolute and Unconditional. Each Borrower hereby agrees that its Obligations hereunder and under the Loan Documents shall be unconditional, irrespective of: (a) the validity, enforceability, avoidance or subordination of any of the Obligations or any of the Loan Documents as to any other Borrower; (b) the absence of any attempt by, or on behalf of, the Administrative Agent, the Issuing Banks Bank or any of the Lenders to collect, or to take any other action to enforce, all or any part of the Obligations whether from or against any Borrower or any other Person liable for such Obligations; (c) the election of any remedy available under the Loan Documents or applicable Requirements of Law by, or on behalf of, the Administrative Agent, the Issuing Banks Bank or any of the Lenders with respect to all or any part of the Obligations; (d) the waiver, consent, extension, forbearance or granting of any indulgence by, or on behalf of, the Administrative Agent, the Issuing Banks Bank or any of the Lenders with respect to any provision of any of the Loan Documents; (e) the failure of the Administrative Agent, the Issuing Banks Bank or any of the Lenders to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations; (f) the election by, or on behalf of, the Administrative Agent, the Issuing Banks Bank or any of the Lenders, in any proceeding which constitutes a Bankruptcy Event, involving any other Borrower of any right which is comparable to the rights set forth in Section 1111(b)(2) of the Bankruptcy Code; (g) any borrowing or grant of a security interest by any other Borrower, or any receiver or assignee following the occurrence of a Bankruptcy Event, pursuant to any provision of applicable law comparable to Section 364 of the Bankruptcy Code; (h) the disallowance, under any provision of applicable law comparable to Section 502 of the Bankruptcy Code, of all or any portion of the claims against any Borrower held by any of the Lenders, the Issuing Banks Bank or the Administrative Agent, for repayment of all or any part of the Obligations; (i) the insolvency of any other Borrower; and (j) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of any Borrower (other than Payment In Full of the Obligations).

Obligations Absolute and Unconditional. Each Borrower hereby agrees that its Obligations hereunder and under the Loan Documents shall be unconditional, irrespective of: (a) the validity, enforceability, avoidance or subordination of any of the Obligations hereunder or under any of the other Loan Documents as to any other BorrowerBorrower or the non-execution by any other Borrower of any other Loan Document; (b) the absence of any attempt by, by or on behalf of, the Administrative Agent, the Issuing Banks or any of the Lenders Lender to collect, or to take any other action to enforce, all or any part of the Obligations whether from or against any Borrower or any other Person liable for such Obligations; (c) the election of any remedy available under the Loan Documents or applicable Requirements requirements of Law by, law by or on behalf of, the Administrative Agent, the Issuing Banks or any of the Lenders Lender with respect to all or any part of the Obligations; (d) the waiver, consent, extension, forbearance or granting of any indulgence by, by or on behalf of, the Administrative Agent, the Issuing Banks or any of the Lenders Lender with respect to any provision of any of the Loan Documents; (e) the failure of the Administrative Agent, the Issuing Banks or any of the Lenders Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations; (f) the election by, by or on behalf of, the Administrative Agent, the Issuing Banks or any of the Lenders, Lender in any proceeding which constitutes a Bankruptcy Event, bankruptcy event described in Section 8(e) or (f) involving any other Borrower of any right which is comparable to the rights set forth in Section 1111(b)(2) of the Bankruptcy Code; (g) any borrowing or grant of a security interest by any other Borrower, or any receiver or assignee following the occurrence of a Bankruptcy Eventbankruptcy event described in Section 8(e) or (f), pursuant to any provision of applicable law comparable to Section 364 of the Bankruptcy Code; (h) the disallowance, under any provision of applicable law comparable to Section 502 of the Bankruptcy Code, of all or any portion of the claims against any Borrower held by any of the Lenders, the Issuing Banks or the Administrative Agent, Lender for repayment of all or any part of the Obligations; (i) the insolvency of any other Borrower; andor (j) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of any Borrower (other than Payment In Full payment in full of the Obligations).

Obligations Absolute and Unconditional. Each Borrower hereby agrees that its Obligations hereunder and under the Loan Documents shall be unconditional, irrespective of: (a) the validityThe obligations of UIL hereunder are primary obligations of UIL and are an absolute, enforceabilityunconditional, avoidance or subordination continuing and irrevocable guaranty of any payment of the Payment Obligations and the other obligations of UIL hereunder and not of collectibility, and are in no way conditioned on or contingent upon any attempt by the Senior Secured Parties, the Borrower or either Project Company to enforce in whole or in part Borrower's or either Project Company's rights with respect to B▇▇▇▇▇ ▇▇▇▇▇ Claims, the B▇▇▇▇▇ ▇▇▇▇▇ Contracts, or any cash reserve, guaranty, letter of credit or other security established for the payment of B▇▇▇▇▇ ▇▇▇▇▇ Claims. Each failure by UIL to pay or perform, as the case may be, any portion of the Loan Documents as to Payment Obligation or any other Borrower;obligation hereunder shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. (b) The Senior Secured Parties may, at any time and from time to time (whether or not after revocation or termination of this Sponsor Guaranty and Payment Agreement), without the absence consent of or notice to UIL, except such notice as may be required by the Financing Documents or applicable Law, without incurring responsibility to UIL, without impairing or releasing the obligations of UIL hereunder, upon or without any attempt byterms or conditions and in whole or in part: (i) change the manner, place and terms of payment of, or on behalf of, renew the Administrative Agent, the Issuing Banks Payment Obligations or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, or in any manner modify, amend or supplement the terms of the Lenders to collectFinancing Documents, including any letter of credit provided for the payment of B▇▇▇▇▇ ▇▇▇▇▇ Claims, or any documents, instruments, or agreements, in each case with the consent of Borrower and UIL (in each case, as, and to take the extent required by the applicable Financing Document), and the agreements, payment obligations and guarantees herein made shall apply to the Payment Obligations or such other obligations as DC1 - 294299.03 changed, extended, renewed, modified, amended, supplemented or altered in any other action to enforce, all or any part of the Obligations whether from or against any Borrower or any other Person liable for such Obligationsmanner; (cii) the election of exercise or refrain from exercising any remedy available under the Loan Documents rights against Borrower, either Project Company, B▇▇▇▇▇ ▇▇▇▇▇ or applicable Requirements of Law by, others (including UIL) or on behalf of, the Administrative Agent, the Issuing Banks otherwise act or any of the Lenders with respect to all or any part of the Obligationsrefrain from acting; (diii) the waiveradd or release any other guarantor, consent, extension, forbearance or granting provider of any indulgence bycash reserve, letter of credit or on behalf of, other security established for the Administrative Agent, payment of B▇▇▇▇▇ ▇▇▇▇▇ Claims from its obligations without affecting or impairing the Issuing Banks or any obligations of the Lenders with respect to any provision of any of the Loan DocumentsUIL hereunder; (eiv) settle or compromise the failure of the Administrative Agent, the Issuing Banks Payment Obligations or any of the Lenders to take any steps to perfect obligations and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations; liabilities (f) the election by, or on behalf of, the Administrative Agent, the Issuing Banks or including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the Lenders, in any proceeding which constitutes a Bankruptcy Event, involving any other Borrower of any right which is comparable to the rights set forth in Section 1111(b)(2) of the Bankruptcy Code; (g) any borrowing payment or grant of a security interest by any other Borrower, or any receiver or assignee following the occurrence of a Bankruptcy Event, pursuant to any provision of applicable law comparable to Section 364 of the Bankruptcy Code; (h) the disallowance, under any provision of applicable law comparable to Section 502 of the Bankruptcy Code, of all or any portion of the claims against any Borrower held by any of the Lenders, the Issuing Banks or the Administrative Agent, for repayment performance of all or any part thereof to the payment or performance of any obligations and liabilities which may be due to the ObligationsSenior Secured Parties, the Borrower, either Project Company, B▇▇▇▇▇ ▇▇▇▇▇ or others; (iv) sell, exchange, draw upon, release, surrender, realize upon or otherwise deal with in any manner or in any order any cash reserve, guaranty, letter of credit or other security established for the insolvency payment of B▇▇▇▇▇ ▇▇▇▇▇ Claims and/or any offset there against; (vi) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Borrower or either Project Company in respect of the B▇▇▇▇▇ ▇▇▇▇▇ Claims regardless of what obligations and liabilities remain unpaid, except that sums paid by UIL hereunder shall be deemed to have been paid in respect of the applicable obligation of UIL hereunder; (vii) consent to or waive any breach of, or any act, omission or default under, the Financing Documents or the B▇▇▇▇▇ ▇▇▇▇▇ Contracts or otherwise amend, modify or supplement (with the consent of UIL and the Borrower and either Project Company (as applicable)), as and to the extent required by the Financing Documents or the B▇▇▇▇▇ ▇▇▇▇▇ Contracts or and of such other instruments or agreements; and/or DC1 - 294299.03 (viii) act or fail to act in any manner referred to in this Sponsor Guaranty and Payment Agreement which may deprive UIL of its right to subrogation against Borrower or either Project Company to recover full indemnity for any payments or performances made pursuant to this Sponsor Guaranty and Payment Agreement or of its right of contribution against any other party. (c) No invalidity, irregularity, or unenforceability of the Payment Obligations or invalidity, irregularity, unenforceability, sufficiency or unavailability of any cash reserve, guaranty, letter of credit or other Borrower; andsecurity established for the payment of B▇▇▇▇▇ ▇▇▇▇▇ Claims shall affect, impair or be a defense to this Sponsor Guaranty and Payment Agreement, which is a primary obligation of UIL. (jd) This is a continuing guaranty and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. In the event that, notwithstanding the provisions of clause (a) of this Section 2.02, this Sponsor Guaranty and Payment Agreement shall be deemed revocable in accordance with applicable Law, then any other circumstance which might otherwise constitute a legal such revocation shall become effective only upon receipt by Administrative Agent of written notice of revocation signed by UIL. To the extent permitted by applicable Law, no revocation or equitable discharge termination hereof shall affect, in any manner, rights arising under this Sponsor Guaranty and Payment Agreement with respect to Payment Obligations arising prior to receipt by Administrative Agent of written notice of such revocation or defense termination. Any such revocation or termination shall be deemed to be an Event of any Borrower (other than Payment In Full of the Obligations)Default.

Obligations Absolute and Unconditional. Each Borrower hereby agrees that its Obligations hereunder and The obligations of Guarantor under the Loan Documents this Guaranty shall be unconditionalabsolute and unconditional and shall remain in full force and effect until Debtor shall have fully discharged the Secured Obligations and shall not be released or discharged for any reason whatsoever, irrespective of: including, without limitation, the following: (a) the validitywaiver by Secured Party, enforceabilityor its successors or assigns, avoidance of the performance or subordination observance by Debtor of any of the Obligations agreements, covenants, terms or conditions contained in the Transaction Documents, or any of the Loan Documents as to any other Borrower; default thereunder, (b) the absence extension of time for payment by Debtor of any attempt bysums or any part thereof owing or payable under any Transaction Document, or on behalf of, the Administrative Agent, the Issuing Banks or any of the Lenders to collecttime for performance by Debtor of any other obligations under or arising out of or on account of any Transaction Document, or to take the extension or renewal of any other action Transaction Document, (c) any failure, omission or delay of Secured Party to enforce, all assert or exercise any right, power or remedy conferred on Secured Party in any action on the part of Secured Party granting extension or indulgence in any form, (d) any transfer or assignment by Debtor or Secured Party of its interest, or any part of the Obligations whether from or against thereof, in and to any Borrower or any other Person liable for Collateral (as such Obligations; (c) the election of any remedy available under term is defined in the Loan Documents or applicable Requirements of Law byand Security Agreement) as permitted by the Loan and Security Agreement, or on behalf of(e) any compromise, the Administrative Agentsettlement, the Issuing Banks or any of the Lenders with respect to all or any part of the Obligations; (d) the waiverrelease, consentrenewal, extension, forbearance indulgence, change in or granting of any indulgence by, waiver or on behalf of, the Administrative Agent, the Issuing Banks or any of the Lenders with respect to any provision modification of any of the Loan Documents; (e) Secured Obligations or the failure release or discharge of Debtor from the Administrative Agent, the Issuing Banks performance or observance of any of the Lenders to take any steps to perfect and maintain its security interest inSecured Obligations by operation of law, or to preserve its rights to, any security or collateral for the Obligations; (f) the election by, any assignment or on behalf of, the Administrative Agent, the Issuing Banks or any of the Lenders, in any proceeding which constitutes a Bankruptcy Event, involving any other Borrower of any right which is comparable to the rights set forth in Section 1111(b)(2) of the Bankruptcy Code; (g) any borrowing or grant of a security interest by any other Borrower, or any receiver or assignee following the occurrence of a Bankruptcy Event, pursuant to any provision of applicable law comparable to Section 364 of the Bankruptcy Code; (h) the disallowance, under any provision of applicable law comparable to Section 502 of the Bankruptcy Code, of all or any portion of the claims against any Borrower held by any of the Lenders, the Issuing Banks mortgaging or the Administrative Agent, for repayment purported assignment or mortgaging of all or any part of the Obligations; interest of Debtor in the Loan and Security Agreement or in any Collateral, (g) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets and liabilities of, or the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, Debtor or the disaffirmance of the Loan and Security Agreement in any such proceeding, (h) any merger, consolidation or other reorganization to which Debtor, Guarantor or any related entity is a party, or any sale or disposition, whether directly or indirectly, of any of Guarantor's direct or indirect ownership interest in Debtor, or (i) the insolvency of any other Borrower; and (j) circumstance, whether similar or dissimilar to any other circumstance of the above, which might otherwise constitute a legal or equitable defense or discharge or defense of any Borrower (other than Payment In Full of the Obligations)a guarantor.

Obligations Absolute and Unconditional. Each Borrower hereby Obligor agrees that its covenants, guaranties and other Obligations hereunder under this Agreement are irrevocable, continuing, absolute and under unconditional and shall not be discharged or impaired or otherwise affected by, and Obligor hereby irrevocably waives any defenses to enforcement it may have (now or in the Loan Documents shall be unconditional, irrespective future) by reason of: (a) the validityAny illegality, enforceability, avoidance invalidity or subordination unenforceability of any guaranteed obligation of another or of any Underlying Document or any related agreement or instrument, or any law, regulation, decree or order of any jurisdiction or any other event affecting any term of the Obligations or any of the Loan Documents as to any other Borrower;Guaranteed Obligations. (b) Any change in the absence time, place or manner of any attempt bypayment or performance of, or on behalf ofin any other term of the Guaranteed Obligations, the Administrative Agent, the Issuing Banks or any rescission, waiver, release, assignment, amendment or other modification of the Lenders to collect, or to take any other action to enforce, all or any part of the Obligations whether from or against any Borrower or any other Person liable for such Obligations;Underlying Documents. (c) the election Any taking, exchange, substitution, release, impairment, amendment, waiver, modification or non-perfection of any remedy available under collateral or any other guaranty for the Loan Documents or applicable Requirements of Law byGuaranteed Obligations, or on behalf ofany manner of sale, the Administrative Agent, the Issuing Banks disposition or application of proceeds of any of the Lenders with respect collateral or other assets to all or any part of the Guaranteed Obligations;. (d) Any default, failure or delay, willful or otherwise, in the waiver, consent, extension, forbearance or granting of any indulgence by, or on behalf of, the Administrative Agent, the Issuing Banks or any performance of the Lenders with respect to any provision of any of the Loan Documents;Guaranteed Obligations. (e) the failure Any change, restructuring or termination of the Administrative Agentcorporate structure, the Issuing Banks ownership or existence of Obligor or Obligor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Obligor or its assets or any resulting restructuring, release or discharge of the Lenders to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Guaranteed Obligations;. (f) the election by, or on behalf of, the Administrative Agent, the Issuing Banks or Any failure of Beneficiary to disclose to Obligor any of the Lenders, in any proceeding which constitutes a Bankruptcy Event, involving any other Borrower of any right which is comparable information relating to the rights set forth in Section 1111(b)(2) business, condition (financial or otherwise), operations, performance, properties or prospects of the Bankruptcy Code;Obligor now or hereafter known to Beneficiary, Obligor waiving any duty of Beneficiary to disclose such information. (g) any borrowing or grant The failure of a security interest by any other BorrowerObligor or third party to execute or deliver this Agreement or any other guaranty or agreement, or the release or reduction of liability of Obligor or any receiver other Obligor or assignee following surety with respect to the occurrence of a Bankruptcy Event, pursuant to any provision of applicable law comparable to Section 364 of the Bankruptcy Code;Guaranteed Obligations. (h) The failure of Beneficiary to assert any claim or demand or to exercise or enforce any right or remedy under the disallowance, under provisions of any provision of applicable law comparable to Section 502 of the Bankruptcy Code, of all Underlying Document or any portion of the claims against any Borrower held by any of the Lenders, the Issuing Banks or the Administrative Agent, for repayment of all or any part of the Obligations;otherwise. (i) the insolvency The existence of any claim, set-off, counterclaim, recoupment or other Borrower; andrights that Obligor or Obligor may have against Beneficiary (other than a defense of payment or performance). (j) any Any other circumstance which (including, without limitation, any statute of limitations), act, omission or manner of administering the Underlying Documents or any existence of or reliance on any representation by Beneficiary that might vary the risk of Obligor or otherwise constitute operate as a defense available to, or a legal or equitable discharge or defense of any Borrower (other than Payment In Full of the Obligations)of, Obligor.