Common use of Unconditional Obligations Clause in Contracts

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty The obligations of payment and not of collection. The Guarantors' Obligations the Trust under this Guaranty Agreement shall be joint and several, are absolute and unconditional irrespective of the value, genuineness, validity, legality regularity or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, Marketing Agent Agreement or any other agreement between the Secured Parties and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission instrument referred to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilitiesherein, or any other agreement between substitution, release or exchange of any guarantee of the Secured Parties and Obligation, and, to the Borrower or any other Personfullest extent permitted by applicable law, or by irrespective of any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of the Guarantor, or that might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor; , it being the purpose and intent of this clause that the parties hereto that this Guaranty Agreement and obligations of the Guarantors' Obligations Trust hereunder shall be absolute and unconditional under any and all circumstances circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Trust hereunder which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Trust, the time for any performance of or compliance with the Obligation shall be extended, or such performance or compliance shall be waived; (b) any act taken by any party to any other agreement or instrument referred to herein pursuant to the provisions thereof; (c) the Obligation shall be modified, supplemented or amended in any respect, or any right under the Marketing Agent Agreement or any other agreement or instrument referred to herein shall be waived or any guarantee of the Obligation shall be released or exchanged in whole or in part or otherwise dealt with; or (d) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Sponsor, the Trust or any other Person, including any discharge of, or bar or stay against collecting, all or any part of the Obligation in or as a result of any such proceeding. Except as set forth above, the Trust hereby expressly waives promptness, diligence, presentment, demand of payment, protest, notice of acceptance and any other notices whatsoever, and any requirement that the Marketing Agent exhausts any right, power or remedy or proceed or take any other action against (i) the Sponsor under the Marketing Agent Agreement or in respect of any claim for payment against the Sponsor or any of its assets or under any other agreement or instrument referred to herein or (ii) any other Person under any other guarantee of or claim for payment of the Obligation. The obligations of the Trust under this Agreement shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Sponsor in respect of the Obligation is rescinded or must be otherwise restored by the Marketing Agent, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. Until final payment and satisfaction in full of the Obligation, the Trust hereby waives all rights of subrogation or contribution, whether arising by contract as set forth in Section 10.05 of the Indenture or operation of law (including, without limitation, any such right arising under any bankruptcy, insolvency or similar law) or otherwise by reason of any payment by it pursuant to the provisions of this Agreement and further agrees with the Marketing Agent that the Marketing Agent shall have no obligation whatsoever in respect of any such payment by the Trust under this Agreement (including any obligation to repay to the Trust any portion of such payment), and the Trust hereby irrevocably releases the Marketing Agent from any such obligation. The undertaking in this Agreement is a continuing undertaking, and shall not be discharged except by payment as herein providedapply to the Obligation whenever arising.

Unconditional Obligations. This is a guaranty The obligations of payment and not of collection. The Guarantors' Obligations the Standby Financer under this Guaranty Agreement are in no way conditioned upon any event or contingency, or upon any attempt to enforce the Company’s or the Seller’s performance under the Agreement or any Transaction Document or any other right or remedy against the Company, the Seller or any other person or entity or to collect from the Company or the Seller through the commencement of legal proceedings or otherwise, and shall be joint binding upon and severalenforceable in full against the Standby Financer without regard to the genuineness, absolute and unconditional irrespective of the validityregularity, legality validity or enforceability of the Credit APA, any Transaction Document, or any term hereof or thereof, or lack of capacity, power or authority of any party executing this Agreement, the Notes APA or any Transaction Document or any circumstance which might otherwise constitute a defense available to, or a discharge of, the Standby Financer in respect of their respective obligations or the obligations of the Company to pay the Fixed Consideration that are supported by this Agreement. The Standby Financer hereby waives notice of, and proof of reliance by, the Company or the Seller upon and acceptance of the Standby Financer’s obligations herein, and of nonperformance by the Company or the Seller of any of its obligations under the APA or any Transaction Document and of any other notices or demands of any kind whatsoever. The Company, on the one hand, and the Seller, on the other hand, may enter into any amendment, waiver or modification of the APA or any Transaction Document, whether or not such amendment, waiver or modification would in any way increase or decrease the extent of the Standby Financer’s obligations hereunder, without notice to or consent of the Standby Financer and without thereby releasing the Standby Financer hereunder or incurring any liability to the Standby Financer. No exercise of or failure to exercise any claims, rights or remedies of any kind or nature in connection with the APA or any other Loan Transaction Document shall affect, impair or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Documentdischarge, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any liability of the Notes Standby Financer hereunder. No settlement, compromise, release or surrender by the Company or the Seller of any claims, rights or remedies of any kind or nature in connection with the APA or any other Loan DocumentTransaction Document shall affect, any other guaranty impair or discharge, in whole or in part, the liability of the Borrower's LiabilitiesStandby Financer hereunder in respect of any claims, rights or remedies (or part thereof) not expressly compromised, released or surrendered. The obligations of the Standby Financer shall not be released or affected by voluntary or involuntary proceedings by or against the Company or the Seller in bankruptcy or receivership or for reorganization or other relief under any bankruptcy, receivership or insolvency law. The Standby Financer’s obligations herein shall continue to be effective or shall be reinstated automatically, as the case may be, if at any time any payment, or any other agreement between part thereof, by the Secured Parties and Company is rescinded or must otherwise be returned by the Borrower Seller upon the insolvency, bankruptcy, receivership, dissolution, liquidation or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks reorganization of the GuarantorCompany or otherwise, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under all as though any and all circumstances and shall such payment had not be discharged except by payment as herein providedbeen made.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of the such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty The obligation of payment the Local Borrower to make the Loan Repayments and not the obligation to perform and observe the other duties, covenants, obligations and agreements on its part described herein are payable solely from the Source of collection. The Guarantors' Obligations under Repayment described in this Guaranty Loan Agreement and shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreementabated, the Notes rebated, set-off, reduced, abrogated, terminated, waived, diminished, postponed or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might otherwise modified in any manner or to any extent vary whatsoever, while any payments hereunder remain unpaid, regardless of any contingency, act of God, event or cause whatsoever, including (without limitation) any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, the risks taking by eminent domain or destruction of or damage to the Project or the System, commercial frustration of the Guarantorpurpose, any change in the laws of the United States of America or of the State or any political subdivision of either or in the rules or regulations of any governmental authority, any failure of the Authority to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Project or this Loan Agreement, or any rights of set-off, recoupment, abatement or counterclaim that the Local Borrower might otherwise have against the Authority or any other party or parties; provided, however, that payments under this Loan Agreement shall not constitute a legal or equitable discharge waiver of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and such rights. The Local Borrower shall not be discharged except obligated to make any payments required to be made by payment as herein providedany other local borrowers under separate loan agreements or local borrower bonds. Notwithstanding any other provision of this Section 2.1, or this Loan Agreement, neither the Authority, nor any assignee of the Authority shall have the right or ability to compel the repayment of this Loan Agreement from any source other than the Source of Repayment.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Asset Purchase Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, Asset Purchase Agreement or any other agreement between the Secured Parties Company and the Borrower DTCOA or any other Personperson, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's LiabilitiesGuaranteed Obligations, or by the release sale, merger, consolidation, dissolution or other disposal liquidation of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity DTCOA or any transfer or disposition of any all or substantially all the assets of the Borrower DTCOA or by any extension or renewal of the Credit Asset Purchase Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Asset Purchase Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties Company and the Borrower DTCOA or any other Personperson, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantorthe Guarantors) which may or might in any manner or to any extent vary the risks of the GuarantorGuarantors, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided, or by express written release by the Company as to any specific claim hereunder, it being understood that any such release shall not constitute a release of the Guarantors of their remaining obligations pursuant to this Guaranty.

Unconditional Obligations. This is a guaranty The obligations of the Pledgors hereunder ------------------------- are absolute and unconditional, without regard to any circumstance of any nature whatsoever that constitutes or might constitute an equitable or legal discharge of the Company or any Pledgor of any of its respective obligations under the Credit Documents, in bankruptcy or in any other instance. To the extent permitted by applicable law, each Pledgor hereby waives diligence, presentment, protest, demand for payment and not notice of collectiondefault or non-payment to or upon the Company or itself with respect to any amounts due under the Credit Agreement or any other Credit Document. The Guarantors' Obligations under this Guaranty Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights by or against such Pledgor and without notice to or further assent by or against such Pledgor, any demand for payment of any amount due pursuant to the Credit Agreement shall or the other Credit Documents may be joint and severalrescinded by the Secured Parties, absolute and unconditional irrespective or any of the validityloans or other extensions of credit thereunder continued or such amounts, legality or enforceability the liability of any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, or the Credit Agreement, the Notes or any other Loan Document Credit Documents or any other guaranty of the Borrower's Liabilitiesdocument executed in connection therewith may be amended, and shall not be affected by any action taken under the Credit Agreementmodified, the Notes supplemented or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Documentterminated, in whole or in part, or by any modification, alteration, amendment or addition of or as the Secured Parties may deem advisable from time to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilitiestime, or any other agreement between collateral security or guaranty or right of offset at any time held by the Secured Parties and for the Borrower payment of such amounts may be sold, exchanged, waived, surrendered or released; provided, that no such amendment shall -------- increase, accelerate, modify or otherwise alter any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge obligations of any Guarantor) which may or might Pledgor hereunder in any manner or to any extent vary the risks of the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein providedrespect without such Pledgor's consent.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Guarantor's Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's LiabilitiesNotes, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties Lender and the Borrower Company or any other Personperson, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower Company or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan DocumentNotes, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's LiabilitiesNotes, or any other agreement between the Secured Parties Lender and the Borrower Company or any other Personperson, or by any other circumstance whatsoever (with or without notice to or knowledge of any the Guarantor) which may or might in any manner or to any extent vary the risks of the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Guarantor's Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided. This Guaranty shall continue in full force and effect and Lender may continue to act in reliance thereon notwithstanding the termination or revocation of any other guaranty of Obligations, the death, disability, incompetence or incapacity of the Guarantor, and shall be binding upon Guarantor and Guarantor's estate and the personal representatives, heirs and successors and assigns of Guarantor, who shall, nevertheless, remain liable with respect to Obligations and any renewals or extensions thereof or liabilities arising out of same, and the Lender shall have all the rights herein provided for as if no such event has occurred.