Common use of Performance Guaranty Clause in Contracts

Performance Guaranty. The Performance Guarantor hereby unconditionally and irrevocably guarantees to the Indenture Trustee, upon the occurrence and continuance of each Guarantor Event, the due and punctual performance and observance by Case Credit in its capacity as Servicer of all of the terms, covenants, conditions, agreements, undertakings, indemnities and obligations on the part of Case Credit to be performed or observed by Case Credit under the Sale and Servicing Agreement by Case Credit in its capacity as Servicer in accordance with the terms hereof and thereof (all such terms, covenants, conditions, agreements, undertakings, indemnities and obligations on the part of Case Credit in its capacity as Servicer to be performed and observed, being collectively called the "Guaranteed Obligations"). In the event that Case Credit shall fail in any manner whatsoever to perform or observe any of the Guaranteed Obligations when the same shall be required to be performed or observed, the Performance Guarantor will itself duly and punctually perform and observe, or will cause the due and punctual performance and observance of, the Guaranteed Obligations, and it shall not be a condition to the accrual of the obligation of the Performance Guarantor hereunder to perform or observe any of the Guaranteed Obligations (or to cause the same to be performed or observed) that the Indenture Trustee shall have first made any request of or demand upon or give any notice to the Performance Guarantor or to Case Credit or have initiated any action or proceeding against the Performance Guarantor or Case Credit in respect thereof. The Indenture Trustee may proceed to enforce the obligations of the Performance Guarantor under this Section 2.1 without first pursuing or exhausting any right or remedy which the Indenture Trustee may have against Case Credit, any other Person, the Collateral or any other property.

Performance Guaranty. The Performance Guarantor hereby Guarantor, as primary obligor and not as a surety, irrevocably, unconditionally and irrevocably absolutely guarantees to the Indenture TrusteeLenders and the Agent the full and complete performance of all of the obligations of the Company under the Credit Papers, and upon the occurrence of any default in the complete performance of any such obligation, Guarantor will promptly perform such obligation, or cause it to be performed. If Guarantor fails, within eight (8) Business Days after demand by the Agent made at any time after the occurrence of such a default, to commence performing the defaulted obligation, or thereafter fails to diligently pursue performance of the defaulted obligation to completion, the Agent shall have the right -- but not the obligation -- exercisable then or at any time thereafter, to perform such defaulted obligation, and all incidental acts, whether before or after commencement of foreclosure proceedings, and either before or after the exercise of any of the Agent's other rights, benefits or privileges under any of the Credit Papers against any Obligor or any other Person or his, her or its property, and the Agent shall be entitled to expend such sums therefor as in its reasonable discretion it shall deem to be proper in order to fully and completely perform such defaulted obligation. The amount of any and all such expenditures when made by the Agent or any Lender shall be immediately due and payable to the Agent by Guarantor, in Dollars, without duplication and upon notice or demand. Guarantor further agrees to hold the Agent harmless from, and to indemnify and defend it against, any and all losses, claims, damages, costs, penalties, liabilities and expenses, including court costs and reasonable attorneys' fees, arising or incurred because of or with respect to any failure or refusal by Guarantor to perform any of Guarantor's obligations hereunder with respect to a default in performance of any of the Company's obligations under any of the Credit Papers, with interest on any amounts owing from the date of expenditure until paid at the Past Due Rate. Guarantor hereby agrees that (i) it does not and will not own, hold or acquire any Liens on any Property or assets of the Company as security for any loans, advances or costs in connection with the performance of any such obligations or for any other reason and any such Lien which has been or is taken by or granted to Guarantor, whether by contract or by operation of Law or the principles of equity, shall be subordinate and inferior to any Lien of Agent or Lenders without any further action being taken by any parties hereto or the Credit Papers and shall be voidable at the election of the Agent, and (ii) without notice to Guarantor and/or any co-guarantor in respect of the Guaranteed Debt or any of the Company's other obligations under the Credit Papers, upon the occurrence and continuance of each Guarantor Eventany Default, the due and punctual performance and observance by Case Credit in its capacity as Servicer of all of the terms, covenants, conditions, agreements, undertakings, indemnities and obligations on the part of Case Credit to be performed or observed by Case Credit similar event (however denominated) under the Sale and Servicing Agreement by Case Credit in its capacity as Servicer in accordance with the terms hereof and thereof (all such terms, covenants, conditions, agreements, undertakings, indemnities and obligations on the part of Case Credit in its capacity as Servicer to be performed and observed, being collectively called the "Guaranteed Obligations"). In the event that Case Credit shall fail in any manner whatsoever to perform or observe any of the Guaranteed Obligations when Credit Papers, the same Agent shall be required entitled to be performed enter upon the Company's Property (a) in the Agent's case, for the purpose of exercising any right, benefit or observed, the Performance Guarantor will itself duly and punctually perform and observe, or will cause the due and punctual performance and observance of, the Guaranteed Obligations, and it shall not be a condition to the accrual of the obligation of the Performance Guarantor hereunder to perform or observe privilege under any of the Guaranteed Obligations Credit Papers and (b) in the case of any such co-guarantor, for the purpose of performing any obligations which he, she or to cause the same to be performed or observed) it may have under any such guaranty; provided that the Indenture Trustee Agent's rights and privileges under this provision as well as under the rest of this Guaranty shall have first made any request of or demand upon or give any notice be and remain senior, superior and paramount to the Performance rights of Guarantor or to Case Credit or have initiated and any action or proceeding against the Performance Guarantor or Case Credit in respect thereofsuch co-guarantor. The Indenture Trustee may proceed to enforce the obligations of the Performance Guarantor under this Section 2.1 without first pursuing or exhausting any right or remedy which are cumulative of the Indenture Trustee may have against Case Credit, any other Person, the Collateral or any other propertyprovisions of Section 3.1.

Performance Guaranty. The Performance Guarantor Alliant Energy hereby -------------------- unconditionally and irrevocably guarantees to each Owner, the Indenture TrusteeInvestor, upon Citibank, and the occurrence Agent, and continuance any of each Guarantor Eventtheir successors and assigns, the due and punctual performance and observance by Case Credit in its capacity the Originators, the SPEs, the Collection Agent (so long as Servicer the Collection Agent is a subsidiary of Alliant Energy) and the Seller of all of the terms, covenants, conditions, agreements, undertakingsterms, conditions and indemnities and obligations on the part of Case Credit to be performed or observed by Case Credit the Originators, the SPEs, the Collection Agent, and the Seller, respectively, under the Sale and Servicing Agreement by Case Credit Agreements or any document delivered in its capacity as Servicer in accordance connection with the Agreements, including, without limitation, the due and punctual payment of all obligations which are or may become due and owing by the Seller under the terms hereof and thereof provisions of the Purchase Agreements, whether for fees, expenses (all including counsel fees and expenses of the Agent and the Owners), indemnified amounts or otherwise, whether upon any termination or for any other reason (such covenants, agreements, terms, covenants, conditions, agreements, undertakings, indemnities and other obligations on the part of Case Credit in its capacity as Servicer to be performed and observed, being collectively called the "Guaranteed Obligations"). In the event that Case Credit any Originator or any SPE or the Seller shall fail in any manner whatsoever to perform or observe any of the Guaranteed Obligations when the same shall be required to be performed or observedobserved under any of the Agreements, the Performance Guarantor then Alliant Energy will itself duly and punctually perform and observe, or will cause the due and punctual performance and observance of, the Guaranteed Obligationsobserve such Obligation, and it shall not be a condition to the accrual of the obligation of the Performance Guarantor Alliant Energy hereunder to perform or observe any of the Guaranteed Obligations Obligation (or to cause the same to be performed or observed) that the Indenture Trustee Owners or the Agent shall have first made any request of or demand upon or give given any notice to the Performance Guarantor Alliant Energy or to Case Credit any Originator or any SPE or the Seller or their respective successors or assigns, or have initiated instituted any action or proceeding against Alliant Energy or any Originator or any SPE or the Performance Guarantor Seller or Case Credit their respective successors or assigns in respect thereof. The Indenture Trustee may proceed to enforce the obligations of the Performance Guarantor under this Section 2.1 without first pursuing or exhausting any right or remedy which the Indenture Trustee may have against Case Credit, any other Person, the Collateral or any other property.

Performance Guaranty. The Performance Guarantor (a) FSN hereby irrevocably and unconditionally and irrevocably guarantees to the Indenture Trustee, upon the occurrence and continuance of each Guarantor Event, the due and punctual performance and observance by Case Credit each Specified FSN Entity, as Originator or JV Originator or in its individual capacity as Servicer or any other capacity under the Transaction Documents to which any Specified FSN Entity is a party, of its obligations under the Transaction Documents and of all of the terms, covenants, conditions, agreements, undertakings, indemnities agreements and obligations on the part of Case Credit undertakings to be performed or observed by Case Credit any Specified FSN Entity, in any capacity, under the Sale and Servicing Agreement by Case Credit in its capacity as Servicer Transaction Documents in accordance with the terms hereof and thereof including any agreement of any Specified FSN Entity, in any capacity, to pay any money under the Transaction Documents (all such terms, covenants, conditions, agreements, undertakings, indemnities agreements and obligations on the part of Case Credit in its capacity as Servicer undertakings to be performed and observedor observed by any Specified FSN Entity, in any capacity, being collectively called referred to as the "“Guaranteed Obligations"”), in each case after any applicable grace periods or notice requirements, according to the terms of the Transaction Documents; provided, however, that FSN shall not be liable to make any payment in respect of a Guaranteed Obligation (each, a “Guaranteed Payment Obligation”) until two (2) Business Days (as used herein, a “Business Day” shall refer to a day other than a Saturday or a Sunday on which commercial banks are open for business in New York City) following receipt by FSN of written notice from the Administrative Agent that such a Guaranteed Payment Obligation is due that has not been satisfied by any Specified FSN Entity, in any relevant capacity under the Transaction Documents . In the event that Case Credit any Specified FSN Entity, in any relevant capacity, shall fail in any manner whatsoever to perform or observe any of the Guaranteed Obligations when the same shall be required to be performed or observedobserved (after any applicable grace periods and notice requirements, according to the Performance Guarantor terms of the applicable Transaction Document, and the notice requirements set forth in the preceding sentence), then FSN will itself duly and punctually perform and or observe, or will cause the due and punctual performance and observance ofto be duly performed or observed, the such Guaranteed ObligationsObligation, and it shall not be a condition to the accrual of the obligation of the Performance Guarantor FSN hereunder to perform or observe any of the Guaranteed Obligations (Obligation, or to cause the same such Guaranteed Obligation to be performed or observed) , that the Indenture Trustee Administrative Agent shall have first made any request of or demand upon or give given any notice to FSN (other than the Performance Guarantor notice required pursuant to the preceding sentence) or to Case Credit any Specified FSN Entity or its successors or assigns, or have initiated instituted any action or proceeding against the Performance Guarantor FSN or Case Credit any Specified FSN Entity or its successors or assigns in respect thereof. The Indenture Trustee may proceed to enforce the obligations of FSN hereunder shall be unsubordinated and rank pari passu with the Performance Guarantor under this Section 2.1 without first pursuing senior unsecured debt of FSN. FSN hereby agrees that its obligations hereunder shall be unconditional, irrespective of (i) the validity, regularity or exhausting enforceability of any Transaction Document, any change therein or amendment thereto, the absence of any action by Administrative Agent or any Secured Party to assert any claim or demand or to exercise or enforce any right or remedy which under the Indenture Trustee may have against Case Creditprovisions of any Transaction Document or otherwise, any other Personwaiver or consent by any Specified FSN Entity, in any capacity, with respect to any provision thereof, the Collateral recovery of any judgment against any Specified FSN Entity, in any capacity, or any action to enforce the same, or any other propertycircumstances which may otherwise constitute a legal or equitable discharge or defense of a guarantor and (ii) any difference between the law selected as the governing law of any applicable Transaction Document and the law selected as the governing law of this Guaranty. FSN covenants that this Guaranty will not be discharged except by complete performance and satisfaction in full of the Guaranteed Obligations. Notwithstanding anything to the contrary contained herein, this Guaranty shall be discharged in its entirety on the Guaranty Termination Date; provided, however, that this Guaranty shall not be discharged on the Guaranty Termination Date in respect of any claims made pursuant to and in accordance with this Guaranty prior to the Guaranty Termination Date, which have not yet been satisfied. For the avoidance of doubt and notwithstanding anything to the contrary herein or in any Transaction Document, this Guaranty is a guaranty of payment and performance and not of collection. The Administrative Agent shall not be obligated to enforce or exhaust its remedies against any Specified FSN Entity or under any Transaction Document before proceeding to enforce this Guaranty. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that the Guaranteed Obligations do not include the payment or guaranty of any amounts to the extent such amounts constitute recourse with respect to a Pool Receivable by reason of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. (b) FSN herby waives (i) promptness and diligence; (ii) notice of the incurrence of any additional obligations by any Specified FSN Entity; (iii) notice of any actions taken by the Administrative Agent, any Lender or any Secured Party under any Transaction Document; (iv) acceptance of this Guaranty and reliance thereon by the Administrative Agent, each Lender and each Secured Party; (v) any failure of any Secured Party to disclose to any DSG Party any information relating to the business, condition (financial or otherwise), operations, performance, properties, or prospects of any other DSG Party now or hereafter known to such Secured Party, and any duty of any Secured Party to disclose such information and (vi) presentment, demand of payment, notice of dishonor or nonpayment, protest and notice of protest with respect to the Guaranteed Obligations, and all other formalities of every kind in connection with the enforcement of the Guaranteed Obligations, the omission of or delay in which might constitute grounds for relieving FSN of its obligations under this Guaranty. (c) FSN, in respect of any amounts owing from any Specified FSN Entity, in any capacity under the Transaction Documents, that are paid by FSN pursuant to the provisions of this Guaranty to any third party, shall be subrogated to all rights of such third party to receive payments of such amounts from any Specified FSN Entity; provided, however, that FSN shall be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation only after all amounts payable under the Loan Agreement and all Guaranteed Payment Obligations have been paid in full. (d) FSN further agrees that, to the extent that any Guaranteed Payment Obligation is made by or on behalf of any Specified FSN Entity, which Guaranteed Payment Obligation or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to any Specified FSN Entity or the estate, trustee, receiver or any other party relating to any Specified FSN Entity, including FSN, under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of the amount so set aside or required to be repaid, the Guaranteed Payment Obligation or part thereof which had been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payments, reduction or satisfaction occurred.

Performance Guaranty. The Performance (a) Subject to Article II(b), the Guarantor hereby unconditionally and irrevocably guarantees to for the Indenture Trustee, upon the occurrence and continuance benefit of each Guarantor Event, the due and punctual performance and observance by Case Credit in its capacity as Servicer of all of the termsBeneficiaries as a primary and independent obligation, covenants, conditions, agreements, undertakings, indemnities to cause each Performance Party to fully and obligations on the part of Case Credit to be performed or observed by Case Credit under the Sale punctually pay and Servicing Agreement by Case Credit in its capacity perform all Performance Party Obligations when and as Servicer due in accordance with the terms hereof Transaction Documents, provided that, the undertaking of the Guarantor shall not be construed to extend to the Borrower’s obligations to make payments of principal, interest or fees under the Credit Agreement and thereof it is the intention of the Parties that the guaranty under this Article 2 is not intended as credit support for the Borrower's obligations under the Credit Agreement and provided that in no event shall the Guarantor be liable for any amounts hereunder arising as a result of the gross negligence or wilful misconduct of a Beneficiary. (b) If any Performance Party fails to pay or perform any of the Performance Party Obligations applicable to it when and as due in accordance with the Transaction Documents, then the Guarantor irrevocably and unconditionally agrees that it shall (i) after the expiry of any grace period applicable to the Performance Party Obligations in accordance with the Transaction Documents, immediately pay to the relevant Beneficiaries, in immediately available funds, any such Performance Party Obligations for the payment of monetary obligations and (ii) after the expiry of any such grace period, immediately perform, or cause the performance of, such Performance Party Obligations, in each case, without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Guarantor. (c) To facilitate the performance of the obligations of the Guarantor under this Article II (but not as a condition to such termsperformance), covenants, conditions, agreements, undertakings, indemnities each Performance Party shall notify the Guarantor if at any time a Performance Party Obligation has not been fulfilled when and obligations on the part of Case Credit in its capacity as Servicer to be performed and observed, being collectively called the "Guaranteed Obligations"). due. (d) In the event that Case Credit shall fail in any manner whatsoever to perform or observe acceleration of the time for payment of any of the Guaranteed Performance Party Obligations when is stayed upon the same shall be required insolvency, bankruptcy or reorganization of any Performance Party or for any other reason with respect to be performed or observedany Performance Party, the Performance Guarantor will itself duly and punctually perform and observe, or will cause the all such amounts then due and punctual performance and observance of, the Guaranteed Obligations, and it shall not be a condition to the accrual of the obligation of the Performance Guarantor hereunder to perform or observe any of the Guaranteed Obligations (or to cause the same to be performed or observed) that the Indenture Trustee shall have first made any request of or demand upon or give any notice owing with respect to the Performance Guarantor or to Case Credit or have initiated any action or proceeding against Party Obligations under the Performance Guarantor or Case Credit in respect thereof. The Indenture Trustee may proceed to enforce the obligations terms of the Performance Guarantor under this Section 2.1 without first pursuing or exhausting any right or remedy which the Indenture Trustee may have against Case Credit, any other Person, the Collateral applicable Transaction Document or any other propertyagreement evidencing, securing or otherwise executed in connection with the Performance Party Obligations, shall if not paid or performed by such Performance Party be immediately due and payable by the Guarantor.

Performance Guaranty. The Performance Guarantor (a) Parent hereby unconditionally and irrevocably guarantees undertakes and agrees with and for the benefit of the Borrower and the Agents to the Indenture Trustee, upon the occurrence and continuance of each Guarantor Event, cause the due and punctual performance by each Originator and observance by Case Credit in its capacity each Affiliate of Parent acting as the Servicer or a delegate of Servicer (each, a “Basic Entity” and, collectively, the “Basic Entities”) of (i) all of the terms, covenants, conditions, agreements, undertakings, indemnities and obligations on of the part of Case Credit to be performed or observed by Case Credit Servicer under the Sale Loan Documents and Servicing (ii) all of the obligations of the Originators under Sections 2.04 and 8.01 of the Receivables Transfer Agreement by Case Credit (such obligations in its capacity as Servicer in accordance with clauses (i) and (ii) being the terms hereof and thereof (all such terms, covenants, conditions, agreements, undertakings, indemnities and obligations on the part of Case Credit in its capacity as Servicer to be performed and observed, being collectively called the "“Guaranteed Obligations"”); provided, that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables, or the payment or performance of any obligations (including the Loans) of the Borrower or the Originators other than the Guaranteed Obligations. In the event that Case Credit any Basic Entity shall fail in any manner whatsoever to perform or observe any of the its Guaranteed Obligations when the same shall be required to be performed or observedunder any Loan Document, the Performance Guarantor then Parent will itself duly and punctually perform and observeperform, or will cause the due to be duly and punctual performance and observance ofpunctually performed, the such Guaranteed Obligations, and it shall not be a condition to the accrual of the obligation of the Performance Guarantor Parent hereunder to perform or observe any of the Guaranteed Obligations Obligation (or to cause the same to be performed or observedperformed) that the Indenture Trustee Borrower or either Agent, as applicable, shall have first made any request of or demand upon or give given any notice to the Performance Guarantor Parent or to Case Credit any Basic Entity or their respective successors or assigns, or have initiated instituted any action or proceeding against the Performance Guarantor Parent or Case Credit any Basic Entity or their respective successors or assigns in respect thereof. (b) Parent undertakes that the Guaranteed Obligations will be performed in accordance with the terms of the Loan Documents, regardless of any law, regulation or order applicable to the Borrower now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Borrower or the Agents with respect thereto. The Indenture Trustee may proceed to enforce the obligations of the Performance Guarantor Parent under this Section 2.1 without first pursuing 12.17 are independent of the Guaranteed Obligations, and a separate action or exhausting actions may be brought and prosecuted against Parent to enforce this Section 12.17, irrespective of whether any right action is brought against any Basic Entity or remedy which whether any Basic Entity is joined in any such action or actions. The liability of Parent under this Section 12.17 shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any Loan Document; (ii) any change in any term of, all or any of the Indenture Trustee may have against Case CreditGuaranteed Obligations, any other Person, the Collateral or any other propertyamendment or waiver of or any consent to departure from any Loan Document; (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 guarantee, for all or any of the Guaranteed Obligations; (iv) any change, restructuring or termination of the corporate structure or existence of any Basic Entity or any of its subsidiaries; (v) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Basic Entity; or (vi) any other circumstance that might otherwise constitute a defense available to, or a discharge of, a guarantor of surety. (c) Parent represents and warrants to the Lenders that as of the Effective Date and the date of each Borrowing: (i) The execution, delivery and performance of Parent’s obligations under this Section 12.17 are within its organizational powers and have been duly authorized by all necessary organizational actions. This Agreement has been duly executed and delivered by Parent and constitute a legal, valid and binding obligation, enforceable against Parent in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (ii) The execution, delivery and performance of this Agreement by Parent (a) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any Requirement of Law applicable to Parent, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon Parent or its assets (other than a violation of or conflict with an unenforceable transfer restriction), or give rise to a right thereunder to require any payment to be made by Parent, and (d) will not result in the creation or imposition of any Lien on any asset of Parent, except Liens created pursuant to the Loan Documents; except with respect to clauses (a), (b) and (c) above, for any such violation or default that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Performance Guaranty. The In consideration of the benefits received and to be received by the Performance Guarantor as a result of the sale by the Seller of the Receivables, the Performance Guarantor hereby unconditionally and irrevocably (a) guarantees to the Indenture TrusteeAgent, upon each Program Support Provider, and the occurrence Purchaser and continuance of each Guarantor Eventtheir respective successors and assigns the punctual payment and performance, as the case may be, when due and punctual performance and observance by Case Credit in its capacity as Servicer of all of the terms, covenants, conditionsobligations, agreements, undertakings, indemnities and obligations on the part of Case Credit to be performed or observed by Case Credit under the Sale and Servicing Agreement by Case Credit in its capacity as Servicer in accordance with the terms hereof and thereof (all such terms, covenants, conditions, agreements, undertakings, conditions and indemnities and obligations on the part of Case Credit in its capacity as Servicer to be performed and observedobserved by the Seller, the Servicer or any Originator under the Transaction Documents, in each case whether now or hereafter existing, and including all obligations of the Seller, the Servicer or any Originator in respect of the payment or delivery of any sum or funds, whether for collections, indemnification, payments, fees, interest, expenses or otherwise; (b) agrees to reimburse each of the Agent, each Program Support Provider and the Purchaser, on demand, in respect of any and all reasonable costs and expenses incurred by such Person in enforcing its rights under any of the Transaction Documents (including counsel fees and expenses) and (c) agrees to cause each and every obligation, covenant, agreement and term imposed upon the Seller, the Servicer or any Originator under the Transaction Documents to be performed, (all of the obligations, covenants, agreements and terms described in clauses (a), (b) and (c) above being herein collectively called the "Guaranteed Obligations"). In the ; provided that, in no event that Case Credit shall fail in any manner whatsoever to perform or observe any of do the Guaranteed Obligations when include amounts not collected in respect of any Receivable as a result of the same creditworthiness of an Obligor under any Receivable, and provided further that, notwithstanding the foregoing, in no event shall be required to be performed or observed, the Performance Guarantor will itself duly and punctually perform and observe, or will cause the due and punctual performance and observance of, the Guaranteed Obligations, and it shall not be a condition to the accrual of the Obligations include an obligation (direct or indirect) of the Performance Guarantor hereunder to perform or observe any (i) subscribe for an additional equity interests of the Guaranteed Obligations Seller, or (ii) to maintain or preserve the Seller's financial condition or to cause the same Seller to be performed achieve any specified levels of operating results or observed(iii) that any obligations of the Indenture Trustee shall have first made Seller to any request of or demand upon or give Originator under any notice to the Performance Guarantor or to Case Credit or have initiated any action or proceeding against the Performance Guarantor or Case Credit in respect thereofCompany Note. The Indenture Trustee may proceed to enforce the obligations of the Performance Guarantor under this Section 2.1 without first pursuing 3.2 constitute a present and continuing guaranty of payment and not of collectibility, shall be absolute and unconditional, shall not be subject to any counterclaim, set-off, deduction or exhausting defense based upon any right claim any Affiliate, the Purchaser, any Program Support Provider or remedy which the Indenture Trustee Agent may have against Case Credit, any each other Person, the Collateral or any other property.Person and shall remain in full force and effect without regard to and shall not be released, discharged or in any way affected or impaired by any thing, event, happening, matter, circumstance or condition whatsoever (whether or not the Performance Guarantor shall have any

Performance Guaranty. The Performance (a) Guarantor hereby absolutely, unconditionally and irrevocably guarantees to undertakes and guaranties, for the Indenture Trusteebenefit of Lender, upon and each and every present and future holder or holders of the occurrence Note or assignee or assignees of the Loan Documents, that Borrower shall construct and continuance timely complete construction of each Guarantor Event, the due Project in accordance with Articles 16 and punctual performance 17 of the Loan Agreement and observance by Case Credit in its capacity as Servicer of all of the terms, covenants, conditions, agreements, undertakings, indemnities other terms and obligations on conditions contained in the part Loan Agreement. Guarantor shall cause construction of Case Credit the Project to be performed or observed by Case Credit under performed, completed and paid for in the Sale manner and Servicing Agreement by Case Credit in its capacity as Servicer in accordance with at the terms hereof and thereof (all such terms, covenants, conditions, agreements, undertakings, indemnities and obligations on the part of Case Credit in its capacity as Servicer to be performed and observed, being collectively called the "Guaranteed Obligations"). In the event that Case Credit shall fail in any manner whatsoever to perform or observe any of the Guaranteed Obligations when the same shall be applicable times required to be performed or observedso performed, completed and paid for by Borrower under the Performance Guarantor will itself duly and punctually perform and observe, or will cause the due and punctual performance and observance of, the Guaranteed Obligations, and it shall not be a condition Loan Agreement to the accrual of the obligation of the Performance Guarantor hereunder extent that Borrower fails to perform or observe do so at any of the Guaranteed Obligations (or to cause the same to be performed or observed) that the Indenture Trustee shall have first made any request of or demand upon or give any notice to the Performance Guarantor or to Case Credit or have initiated any action or proceeding against the Performance Guarantor or Case Credit in respect thereofand all applicable times. The Indenture Trustee may proceed to enforce the obligations of the Performance Guarantor under this Section 2.1 without first 1(a) are referred to herein as the "Construction Obligations". (b) Upon the occurrence of an Event of Default under the Loan Agreement, Guarantor agrees, on not more than fifteen (15) days written demand by Lender (a "Demand Notice") to commence performance of the Construction Obligations and to diligently pursue performance thereof to completion, as described below. If the Guarantor fails to commence and pursue diligently the performance of the Construction Obligations within thirty (30) days after its receipt of a Demand Notice, then, either before or after pursuing any other remedy of Lender against Guarantor or exhausting Borrower and regardless of whether Lender shall ever pursue any such other remedy, Lender shall have the right to complete the Construction Obligations, or remedy which call upon any other reputable parties to complete the Indenture Trustee Construction Obligations and shall have the right to expend such sums as Lender in its discretion deems proper in order so to complete the Construction Obligations. During the course of any construction undertaken by Lender or by any other party on behalf of Lender, the Guarantor shall pay on demand any amounts due to the Contractor, subcontractors and other material suppliers and for permits and licenses necessary to complete the Construction Obligations to the extent the undisbursed Loan proceeds are insufficient to pay such costs. Lender at any time may have against Case Creditrequire the Guarantor perform or supervise the performance of such work in lieu of Lender or any party engaged by Lender. The obligations of Guarantor in connection with such work shall not be affected by any errors or omissions of Borrower, the Contractor, the Architect, any other Personsubcontractor, the Collateral or any agent or employee of any of them in design, supervision or performance of the work, it being understood that such risk is assumed by Guarantor. Failure of said parties to complete the Construction Obligations shall not relieve Guarantor of any liabilities hereunder; rather, such liability shall be continuing, except as otherwise provided herein, and may be enforced by Lender to the end that the Construction Obligations shall be completed timely as contemplated by the Loan Agreement and the Plans, free of any liens, and without loss, expense, injury or liability of any kind to Lender. Guarantor shall indemnify, defend and hold Lender harmless from and against any and all loss, damage, cost, expense, injury or liability Lender may suffer or incur in connection with third party claims brought as a result of the performance of the Construction Obligations by Guarantor or Lender. (c) Without in any way limiting the above obligations of Guarantor, Lender agrees, by acceptance of this Guaranty, to make the undisbursed Loan proceeds available to Guarantor (subject to the terms and conditions of the Loan Documents, including, but not limited to, all requirements for disbursements pursuant to the Loan Agreement and provided that Lender receives assurance that such disbursements will be insured under the Title Policy provided to Lender pursuant to the Loan Agreement) for the purposes of completing the Improvements and fulfilling the other propertyobligations of Guarantor under this Guaranty, provided that Guarantor cures any Event of Default under the Loan Agreement and the other Loan Documents which is susceptible to cure by Borrower or Guarantor. Guarantor acknowledges Guarantor will not be released from any obligations under this Guaranty by reason of this Section 1(c) and that all disbursements hereunder shall be treated for all purposes as disbursements of the Loan Agreement to Borrower.

Performance Guaranty. The Performance Guarantor Parent hereby unconditionally and -------------------- irrevocably guarantees undertakes and agrees with and for the benefit of the Transferees and the Agent (collectively the "Transferee Parties"), to the Indenture Trustee, upon the occurrence and continuance of each Guarantor Event, cause the due and ------------------ punctual performance and observance by Case Credit SFSI (in its capacity as Servicer "Transferor" under the Lease Receivables Transfer Agreement and in its separate capacity as Servicer) of all of the terms, covenants, conditions, agreements, undertakings, indemnities agreements and obligations undertakings on the part of Case Credit SFSI to be performed or observed by Case Credit under the Sale Lease Receivables Transfer Agreement and Servicing Agreement by Case Credit in its capacity as Servicer the other Facility Documents in accordance with the terms hereof thereof, including, without limitation, the punctual payment when due of all obligations of SFSI now or hereafter existing under the Lease Receivables Transfer Agreement and thereof the other Facility Documents, whether for repurchase obligations, indemnification payments, fees, costs, expenses or otherwise (all such terms, covenants, conditions, agreements, undertakings, indemnities undertakings and other obligations on the part of Case Credit in its capacity as Servicer to be performed and observed, being collectively called the "Guaranteed Obligations")) and undertakes and agrees to pay any ----------- and all expenses (including reasonable counsel fees and expenses) incurred by the Transferee Parties, or any of them, in enforcing any rights under this Agreement. In the event that Case Credit SFSI (in its capacity as the Transferor or the Servicer) shall fail in any manner whatsoever to perform or observe any of the Guaranteed its Obligations when the same shall be required to be performed or observed, then promptly after written demand by the Performance Guarantor will Agent, the Parent shall itself duly and punctually perform and or observe, or will cause the due to be duly and punctual performance punctually performed and observance ofobserved, the Guaranteed Obligationssuch Obligation, and it shall not be a condition to the accrual of the obligation of the Performance Guarantor Parent hereunder to perform or observe any of the Guaranteed Obligations Obligation (or to cause the same to be performed or observed) that the Indenture Trustee any Transferee Party shall have first made any request of or demand upon or give given any notice to the Performance Guarantor or to Case Credit SFSI or have initiated instituted any action or proceeding against the Performance Guarantor or Case Credit SFSI in respect thereof. The Indenture Trustee may proceed to enforce the obligations of the Performance Guarantor under this Section 2.1 without first pursuing or exhausting any right or remedy which the Indenture Trustee may have against Case Credit, any other Person, the Collateral or any other property.

Performance Guaranty. The Performance (a) Guarantor hereby absolutely, unconditionally and irrevocably guarantees undertakes and guarantees, for the benefit of Lender and each and every present and future holder or holders of the Note or assignee or assignees of the Loan Documents, that all obligations of Borrower to continue development of the Projects, and comply with the terms and requirements of all Interconnection Agreements, Rule 21 generating facility interconnections requirements, conditional use permits and power purchase agreements under the CREST program with Southern California Edison (each a “CREST PPA”) and other project agreements now existing or hereafter in existence as a result of the application of advances of the Loan and other performance obligations of Borrower relating to development of the Projects under the Loan Documents (collectively, the “Construction Obligations”) shall be completed promptly when required pursuant to, and in accordance with, the terms and conditions contained in the Loan Documents, free and clear of any and all liens, charges, security interests and claims of any kind and nature whatsoever. Guarantor shall cause the Construction Obligations to be performed, completed and paid for in the manner and at the applicable times required to be so performed, completed and paid for by Borrower, to the Indenture Trustee, upon extent that Borrower fails to do so at any and all applicable times. (b) Upon the occurrence and continuance of each an Event of Default by Borrower under the Loan Documents, Guarantor Eventagrees, the due and punctual on not more than fifteen (15) days written demand by Lender (a “Demand Notice”) to commence performance and observance by Case Credit in its capacity as Servicer of all of the termsConstruction Obligations and to diligently pursue performance thereof to completion, covenantsas described below. Guarantor shall indemnify, conditionsdefend and hold Lender harmless from and against any and all loss, agreementsdamage, undertakingscost, indemnities expense, injury or liability Lender may suffer or incur in connection with third party claims brought as a result of the performance of the Construction Obligations by Guarantor (other than as a result of the gross negligence or willful misconduct of Lender or a delay caused by Lender). If Guarantor fails to commence and obligations on pursue diligently the part performance of Case Credit the Construction Obligations within fifteen (15) days after its receipt of a Demand Notice, then, either before or after pursuing any other remedy of Lender against Guarantor or Borrower and regardless of whether Lender shall ever pursue any such other remedy, Lender shall have the right to be performed complete the Construction Obligations, or observed by Case Credit under call upon any other reputable parties to complete the Sale and Servicing Agreement by Case Credit in its capacity as Servicer Construction Obligations, in accordance with the terms hereof applicable Interconnection Agreements, conditional use permits and thereof (all applicable CREST PPAs, and shall have the right to expend such terms, covenants, conditions, agreements, undertakings, indemnities and obligations on the part of Case Credit sums as Lender in its capacity as Servicer discretion deems proper in order so to be performed complete the Construction Obligations. During the course of any development activities undertaken by Execution Form 2 Guaranty of Payment and observedCompletion/ Coronus Solar Lender or by any other party on behalf of Lender, being collectively called Guarantor shall pay on demand any amounts due to any party necessary to complete the "Guaranteed Construction Obligations", without regard to any limitation on liability set forth herein (except for the gross negligence or willful misconduct of Lender or a delay caused by Lender); provided, however, Guarantor’s liability shall not exceed the outstanding Payment Obligations at any time plus any other obligations incurred by Lender in connection with the Projects, including but not limited to obligations incurred by Lender to complete the Construction Obligations. In the event that Case Credit shall fail in Lender at any manner whatsoever time may require Guarantor to perform or observe supervise the performance of such work in lieu of Lender or any party engaged by Lender. The obligations of the Guaranteed Obligations when the same shall be required to be performed or observed, the Performance Guarantor will itself duly and punctually perform and observe, or will cause the due and punctual performance and observance of, the Guaranteed Obligations, and it in connection with such work shall not be a condition affected by any errors or omissions of Borrower, any Contractor or Subcontractor, or any agent or employee of any of them in design, supervision or performance of the work, it being understood that such risk is assumed by Guarantor. Neither the completion of the Construction Obligations nor failure of said parties to complete the Construction Obligations shall relieve Guarantor of any liabilities hereunder; rather, such liability shall be continuing, except as otherwise provided herein, and may be enforced by Lender to the accrual end that the Construction Obligations shall be completed timely as contemplated by the Note, the project agreements, and the plans and specifications, free of any liens, and without loss, expense, injury or liability of any kind to Lender. (c) For purposes of this Section 2, the obligation of the Performance Guarantor hereunder to perform or observe any of the Guaranteed Construction Obligations (or to cause the same shall be deemed to be performed or observed) completed upon delivery to Lender of evidence satisfactory to Lender that the Indenture Trustee shall have first made any request objective of or demand upon or give any notice each advance pursuant to the Performance Guarantor or to Case Credit or have initiated any action or proceeding against the Performance Guarantor or Case Credit in respect thereof. The Indenture Trustee may proceed to enforce the obligations of the Performance Guarantor under this Section 2.1 without first pursuing or exhausting any right or remedy which the Indenture Trustee may have against Case Credit, any other Person, the Collateral or any other property.Loan has been achieved

Performance Guaranty. The Performance (a) Subject to Article II(b), the Guarantor hereby unconditionally and irrevocably guarantees to for the Indenture Trustee, upon the occurrence and continuance benefit of each Guarantor Event, the due and punctual performance and observance by Case Credit in its capacity as Servicer of all of the termsBeneficiaries as a primary and independent obligation, covenants, conditions, agreements, undertakings, indemnities to cause each Performance Party to fully and obligations on the part of Case Credit to be performed or observed by Case Credit under the Sale punctually pay and Servicing Agreement by Case Credit in its capacity perform all Performance Party Obligations when and as Servicer due in accordance with the terms hereof Transaction Documents, provided that, the undertaking of the Guarantor shall not be construed to extend to the Borrower’s obligations to make payments of principal, interest or fees under the Credit Agreement and thereof it is the intention of the Parties that the guaranty under this Article 2 is not intended as credit support for the Borrower’s obligations under the Credit Agreement and provided that in no event shall the Guarantor be liable for any amounts hereunder arising as a result of the gross negligence or wilful misconduct of a Beneficiary. (b) If any Performance Party fails to pay or perform any of the Performance Party Obligations applicable to it when and as due in accordance with the Transaction Documents, then the Guarantor irrevocably and unconditionally agrees that it shall (i) after the expiry of any grace period applicable to the Performance Party Obligations in accordance with the Transaction Documents, immediately pay to the relevant Beneficiaries, in immediately available funds, any such Performance Party Obligations for the payment of monetary obligations and (ii) after the expiry of any such grace period, immediately perform, or cause the performance of, such Performance Party Obligations, in each case, without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Guarantor. (c) To facilitate the performance of the obligations of the Guarantor under this Article II (but not as a condition to such termsperformance), covenants, conditions, agreements, undertakings, indemnities each Performance Party shall notify the Guarantor if at any time a Performance Party Obligation has not been fulfilled when and obligations on the part of Case Credit in its capacity as Servicer to be performed and observed, being collectively called the "Guaranteed Obligations"). due. (d) In the event that Case Credit shall fail in any manner whatsoever to perform or observe acceleration of the time for payment of any of the Guaranteed Performance Party Obligations when is stayed upon the same shall be required insolvency, bankruptcy or reorganization of any Performance Party or for any other reason with respect to be performed or observedany Performance Party, the Performance Guarantor will itself duly and punctually perform and observe, or will cause the all such amounts then due and punctual performance and observance of, the Guaranteed Obligations, and it shall not be a condition to the accrual of the obligation of the Performance Guarantor hereunder to perform or observe any of the Guaranteed Obligations (or to cause the same to be performed or observed) that the Indenture Trustee shall have first made any request of or demand upon or give any notice owing with respect to the Performance Guarantor or to Case Credit or have initiated any action or proceeding against Party Obligations under the Performance Guarantor or Case Credit in respect thereof. The Indenture Trustee may proceed to enforce the obligations terms of the Performance Guarantor under this Section 2.1 without first pursuing or exhausting any right or remedy which the Indenture Trustee may have against Case Credit, any other Person, the Collateral applicable Transaction Document or any other propertyagreement evidencing, securing or otherwise executed in connection with the Performance Party Obligations, shall if not paid or performed by such Performance Party be immediately due and payable by the Guarantor.

Performance Guaranty. The Performance Guarantor hereby -------------------- unconditionally and irrevocably (a) guarantees to the Indenture TrusteePurchaser and each Indemnified Party and their respective successors and assigns the punctual payment and performance, upon as the occurrence and continuance of each Guarantor Eventcase may be, the when due and punctual performance and observance by Case Credit in its capacity as Servicer of all of the terms, covenants, conditionsobligations, agreements, undertakings, indemnities and obligations on the part of Case Credit to be performed or observed by Case Credit under the Sale and Servicing Agreement by Case Credit in its capacity as Servicer in accordance with the terms hereof and thereof (all such terms, covenants, conditions, agreements, undertakings, conditions and indemnities and obligations on the part of Case Credit in its capacity as Servicer to be performed and observedobserved by each Originator under the Transaction Documents, in each case whether now or hereafter existing, and including all obligations of each Originator in respect of the payment or delivery of any sum or funds, whether for collections, indemnification, payments, fees, interest, expenses or otherwise; (b) agrees to reimburse each of the Purchaser and each Indemnified Party, on demand, in respect of any and all reasonable costs and expenses incurred by such Person in enforcing its rights against any Originator under any of the Transaction Documents (including counsel fees and expenses) and (c) agrees to cause each and every obligation, covenant, agreement and term imposed upon any Originator under the Transaction Documents to be performed (all of the obligations, covenants, agreements and terms described in and not excluded from clauses (a), (b) and (c) above being herein collectively called the "Guaranteed Obligations"). In The obligations of the event that Case Credit Guarantor under this Section 5.15 constitute a present and continuing guaranty of payment and performance as set forth in the preceding paragraph, but not of collectibility of any Receivable, and shall fail be absolute and unconditional, shall not be subject to any counterclaim, set-off, deduction or defense based upon any claim any Originator, the Servicer, the Guarantor, the Purchaser or any Indemnified Party may have against each other or any other Person and shall remain in full force and effect without regard to and shall not be released, discharged or in any way affected or impaired by any thing, event, happening, matter, circumstance or condition whatsoever (whether or not the Guarantor shall have any knowledge or notice thereof or consent thereto, including: (i) any amendment to any of the Transaction Documents including any renewal or extension of the terms of payment (or change in the manner or place of payment) of any sums due or contingently due thereunder or the granting of time in respect of any payment, or any security so furnished or accepted for the sum due or contingently due thereunder or to add any parties thereto (including additional Originators); (ii) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of any Transaction Document or any exercise or nonexercise of any right, remedy or power in respect thereof; (iii) any Insolvency Proceeding, bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to any Originator or the properties or creditors thereof; (iv) any invalidity or any unenforceability of, or any misrepresentation by any Originator, irregularity or other defect in, any Transaction Document or Guaranteed Obligation; (v) any transfer or purported transfer of any asset or interest in property of any Originator; (vi) any consolidation or merger of any Originator with or into any other corporation or entity, or any change whatsoever in the objects, capital structure, constitution or business of any Originator; (vii) the occurrence of any default under any Transaction Document or any failure on the part of any Originator to perform or observe comply with any term of any Transaction Document or the failure of the Purchaser or any Indemnified Party to exercise any right or remedy arising upon such occurrence; (viii) any law, regulation or order of any jurisdiction affecting any term of any Guaranteed Obligation or the rights of the Purchaser or any Indemnified Party with respect thereto; (ix) any suit or other action brought by any creditors of the any Originator for any reason whatsoever, including any suit or action in any way attacking or involving any Transaction Document; (x) any assignment or transfer of any interest of the Purchaser or any Indemnified Party in or under any Transaction Document (or any assignment or transfer thereof by any subsequent assignee or transferee), or (xi) any other circumstance which might otherwise constitute a defense (other than payment and performance) available to, or a discharge of, any Originator or any guarantor). The Purchaser or the Indemnified Party will use reasonable efforts to provide notice to the Guarantor in connection with a demand for payment hereunder; provided, however, that the failure or -------- ------- inability of the Purchaser or any Indemnified Party to give such notice at any time shall not impair the ability of the Purchaser or any Indemnified Party to make a claim hereunder, and the Guarantor waives promptness, protest and diligence with respect to any Guaranteed Obligation and any requirement that the Purchaser or any Indemnified Party exhaust any right or take any action against any Originator or with respect to the Receivables or Related Assets (or any interest therein) sold or otherwise transferred or purported to be transferred by the Purchaser or any Indemnified Party, or with respect to any collateral, any other guarantor or any other Person, prior to making demand or receiving payment under this Section 5.15. This is a continuing guaranty and shall remain in full force and effect until the date which is one year and one day after all Guaranteed Obligations shall have been paid and performed in full and each of the Transaction Documents have been terminated. The undertakings of the Guarantor hereunder shall continue to be effective or be reinstated, as the case may be, if at any time any payment or other performance of any of the Guaranteed Obligations when is rescinded or must otherwise be returned upon the same insolvency, bankruptcy or reorganization of any Originator or otherwise, all as though such payment had not been made or such performance had not occurred. If the Guarantor shall be required make any payment or render any other performance due in respect of the Transaction Documents pursuant to be performed or observedthis Section 5.15, the Performance Guarantor will itself duly and punctually perform and observe, or will cause the due and punctual performance and observance of, until satisfaction in full of the Guaranteed Obligations, and it the Guarantor shall not be assert any claim as a condition to the accrual of the obligation of the Performance Guarantor hereunder to perform or observe result thereof against any Originator, and until satisfaction in full of the Guaranteed Obligations (or to cause Obligations, the same Guarantor shall not assert any right it might otherwise have to be performed subrogated to the rights of the Purchaser or observed) that the Indenture Trustee any Indemnified Party in respect of which such payment or performance shall have first made any request of or demand upon or give any notice to the Performance Guarantor or to Case Credit or have initiated any action or proceeding against the Performance Guarantor or Case Credit in respect thereof. The Indenture Trustee may proceed to enforce the obligations of the Performance Guarantor under this Section 2.1 without first pursuing or exhausting any right or remedy which the Indenture Trustee may have against Case Credit, any other Person, the Collateral or any other propertybeen made.

Performance Guaranty. The Performance (a) Guarantor hereby absolutely, unconditionally and irrevocably guarantees irre­vocably undertakes and guarantees, for the benefit of Lender and each and every present and future holder or holders of the Note or assignee or assignees of the Loan Documents, that all construction obligations of Borrower for completion of the Project (as defined in the Loan Agreement) in accordance with the Plans and Specifications (as defined in the Loan Agreement), all Leases (as defined in the Loan Agreement) and the Loan Documents and other performance obligations of Borrower under the Loan Documents (referred to herein as “Construction Obligations”) shall be completed by to the Indenture Trusteeapplicable completion date specified in the Loan Agreement and in accordance with the other terms and conditions contained in the Loan Agreement, upon free and clear of any and all liens, charges, security interests and claims of any kind and nature whatsoever, subject to the rights of Borrower to cure such liens, charges, security interests and claims under the Deed of Trust. Guarantor shall cause the Construction Obligations to be performed, completed and paid for in the manner and at the applicable times required to be so performed, completed and paid for by Borrower under the Loan Agreement, to the extent that Borrower fails to do so at any and all applicable times. (b) Upon the occurrence of an Event of Default under any of the Loan Documents which continues beyond any applicable grace or cure period, Guarantor agrees, on not more than ten (10) days written demand by Lender (a “Demand Notice”) to either (i) cure or cause Borrower to cure the Event of Default or (ii) commence performance of the Construction Obligations and continuance to diligently pursue performance thereof to completion, as described below. Guarantor shall indemnify, defend and hold Lender harmless from and against any and all loss, damage, cost, expense, injury or liability Lender may suffer or incur in connection with third party claims brought as a result of each Guarantor’s performance of the Construction Obligations. If Guarantor Eventfails to commence and pursue diligently the either the cure of the Event of Default or performance of the Construction Obligations within ten (10) days after its receipt of a Demand Notice, then, either before or after pursuing any other remedy of Lender against Guarantor or Borrower and regardless of whether Lender shall ever pursue any such other remedy, Lender shall have the right to complete the Construction Obligations, or call upon any other reputable parties to complete the Construction Obligations, substantially in accordance with the Plans and Specifications (as defined in the Loan Agreement) and shall have the right to expend such sums as Lender in its discretion deems necessary in order so to complete the Construction Obligations. During the course of any construction undertaken by Lender or by any other party on behalf of Lender, Guarantor shall pay on demand any amounts due to the Contractor (as defined in the Loan Agreement), Subcontractors (as defined in the Loan Agreement) and other material suppliers and for permits and licenses necessary to complete the Construction Obligations. Lender at any time may require the Guarantor to perform or supervise the performance of such work in lieu of Lender or any party engaged by Lender. Guarantor’s obligations in connection with such work shall not be affected by any errors or omissions of Borrower, the due and punctual Contractor, the Architect (as defined in the Loan Agreement), any Subcontractor, or any agent or employee of any of them in design, supervision or performance and observance by Case Credit in its capacity as Servicer of all of the termswork, covenantsit being understood that such risk is assumed by Guarantor. Neither the completion of the Construction Obligations nor failure of said parties to complete the Construction Obligations shall relieve Guarantor of any liabilities hereunder. Rather, conditionssuch liability shall be continuing, agreementsexcept as otherwise provided herein, undertakingsand may be enforced by Lender to the end that the Construction Obligations shall be completed timely as contemplated by the Loan Agreement, indemnities the Leases, and obligations on the part Plans and Specifications, lien-free (subject to the rights of Case Credit Borrower to cure liens under the Deed of Trust), without loss, expense, injury or liability of any kind to Lender. (c) For purposes of this Section 2, the Construction Obligations shall be deemed to be performed completed upon receipt by Lender of (i) a certificate of completion from the Contractor attesting to substantial completion of the Construction Obligations, (ii) issuance of a final certificate of occupancy with respect to the Project issued by the applicable governmental authority, to the extent the same may be obtained prior to completion of tenant improvements on unleased space, except if such space is subsequently leased, the performance guaranty contained in this Section 2 shall apply to the work required to complete such tenant improvement work in accordance with the applicable Lease or observed by Case Credit Leases, and (iii) evidence that Borrower has requested estoppel certificates from such tenants under leases at the Sale and Servicing Agreement by Case Credit in its capacity Project as Servicer Lender may reasonably request, evidencing acceptance of the tenants’ space in accordance with the terms hereof of their respective Leases and thereof (all indicating that no defaults have occurred such terms, covenants, conditions, agreements, undertakings, indemnities and obligations on the part of Case Credit in its capacity as Servicer to be performed and observed, being collectively called the "Guaranteed Obligations"). In the event that Case Credit shall fail in any manner whatsoever to perform or observe any of the Guaranteed Obligations when the same shall be required to be performed or observed, the Performance Guarantor will itself duly and punctually perform and observe, or will cause the due and punctual performance and observance of, the Guaranteed Obligations, and it shall not be a condition to the accrual of the obligation of the Performance Guarantor hereunder to perform or observe any of the Guaranteed Obligations (or to cause the same to be performed or observed) that the Indenture Trustee shall have first made any request of or demand upon or give any notice to the Performance Guarantor or to Case Credit or have initiated any action or proceeding against the Performance Guarantor or Case Credit in respect thereof. The Indenture Trustee may proceed to enforce the obligations of the Performance Guarantor under this Section 2.1 without first pursuing or exhausting any right or remedy which the Indenture Trustee may have against Case Credit, any other Person, the Collateral or any other propertyLeases.