Common use of Unconditional Obligations Clause in Contracts

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the obligations of each of the Guarantors hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) the existence of any claim, set-off or other right which either of the Guarantors may have at any time against the Borrower, the Administrative Agent, any Lenders or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either of the Guarantors’ obligations hereunder.

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the The obligations of each of the Guarantors hereunder Authority under this Agreement (except Section 8.4 hereof which shall be enforceable only to the extent permitted by law) and the Bank Note shall be absolute, unconditional, irrevocable and absolute andpayable strictly in accordance with the terms of this Agreement and the Bank Note, under all circumstances whatsoever, including, without limiting the generality of the foregoinglimitation, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) any lack of validity or enforceability of this Agreement, the Bank Note or, to the extent permitted by law, the Notes or any other Transaction Document; (b) any amendment or waiver of or any consent to departure from the terms of all or any of the Transaction Documents to which the Bank has not consented in writing; (c) the existence of any claim, counterclaim, set-off off, recoupment, defense, or other right which either of the Guarantors any Person may have at any time against the BorrowerBank, the Administrative Authority, the Issuing and Paying Agent, any Lenders the Dealer, or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement Agreement, the Bank Note, the Transaction Documents, or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligationstransaction; (d) any change statement or any other document presented pursuant hereto proves to be forged, fraudulent, invalid or insufficient in the name, purposes, business, Capital Stock (including the ownership thereof) any respect or constitution of the Borrowerany statement therein being untrue or inaccurate in any respect whatsoever; (e) any amendment, waiver or modification payment by the Bank of any Transaction Document in accordance an Advance hereunder against presentation of a Notice of Borrowing which does not comply with the terms hereof and thereofof this Agreement; orprovided that such payment shall not have constituted gross negligence of the Bank; and (f) any other act circumstance or omission happening whatsoever whether or not similar to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either of the Guarantors’ obligations hereunderforegoing.

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the obligations of each of the Guarantors hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) the existence of any claim, set-off or other right which either of the Guarantors may have at any time against the Borrower, the Administrative Agent, the Issuing Banks, any Lenders or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reasonreason (including for the reason that the obtaining of the Standby L/Cs may be in excess of the powers of the Borrower or of its officers, directors or other agents, acting or purporting to act on its behalf, or be in any way irregular or defective); (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock capital stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Participating Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either of the Guarantors’ obligations hereunder.

Unconditional Obligations. Notwithstanding any contrary principles under The obligations of the laws Borrower to make the payments required by Section 4.02 hereof and to provide or cause to be provided the Letter of Credit pursuant to Section 4.03 hereof, and to perform and observe the other agreements on its part contained herein, shall be absolute and unconditional, irrespective of any jurisdiction other than defense or any rights of set-off, recoupment or counterclaim it might otherwise have against the State Issuer, and during the term of New Yorkthis Agreement, the obligations of each Borrower shall pay absolutely all payments to be made on account of the Guarantors hereunder Loan made to the Borrower from Bond proceeds pursuant to Section 4.01 hereof, as prescribed in Section 4.02 hereof, the obligation to provide or cause to be provided the Letter of Credit pursuant to Section 4.03 hereof, and all other payments required hereunder, free of any deductions and without abatement, diminution or set-off. Until such time as the principal of, premium, if any, and interest on the Bonds shall be unconditionalhave been fully paid, irrevocable and absolute and, without limiting or provision for the generality of the foregoing, payment thereof shall not be impaired, terminated, released, discharged or otherwise affected have been made as required by the following: Indenture, the Borrower (a) will not suspend or discontinue any payments required to be made by the existence of any claimBorrower pursuant to this Agreement, set-off or other right which either of the Guarantors may have at any time against the Borrowerincluding, without limitation, the Administrative Agent, any Lenders payments provided for in Section 4.02 hereof and the obligation to provide or any other Person, whether in connection with this transaction or with any unrelated transaction; cause to be provided the Letter of Credit pursuant to Section 4.03 hereof; (b) any invalidity or unenforceability will perform and observe all of its other covenants contained in this Agreement or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reason; in all material respects; and (c) except as provided in Article VIII hereof, will not terminate this Agreement for any provision of applicable law or regulation purporting cause, including, without limitation, failure to prohibit complete the payment by Project, the Borrower occurrence of any amount payable by act or circumstances that may constitute failure of consideration, destruction of or damage to the Borrower under this Agreement or any Project, commercial frustration of the other Transaction Documents or the paymentpurpose, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) tax or constitution other laws of the Borrower; (e) any amendmentUnited States of America or of the State, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person political subdivision of either of these, or any other circumstance whatsoever which might otherwise constitute a legal failure of the Issuer or equitable discharge the Trustee to perform and observe any covenant, whether express or implied, or any duty, liability or obligation arising out of or defense to either of connected with this Agreement or the Guarantors’ obligations hereunderIndenture.

Unconditional Obligations. Notwithstanding any contrary principles The obligations of the City under the laws of any jurisdiction other than the State of New Yorkthis Agreement, the obligations of each of Fee Letter and the Guarantors hereunder Bank Note shall be absolute, unconditional, irrevocable and absolute andperformed and payable strictly in accordance with the terms of the Note Resolution, the Ordinance this Agreement, the Fee Letter and the Bank Note, under all circumstances whatsoever, including, without limiting the generality of the foregoinglimitation, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) any lack of validity or enforceability of this Agreement, the Fee Letter, the Letter of Credit, the Bank Note or, to the extent permitted by law, the Commercial Paper Notes, the Note Resolution, the Ordinance or any other Program Document; (b) any amendment or waiver of or any consent to departure from the terms of the Note Resolution, the Ordinance or all or any of the other Program Documents to which the Bank have not consented in writing; (c) the existence of any claim, set-off counterclaim, set off, recoupment, defense, or other right which either of the Guarantors any Person may have at any time against the BorrowerBank, the Administrative City, the Paying Agent, any Lenders Dealer, or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement Agreement, the Fee Letter, the Bank Note, the Note Resolution, the Ordinance, the other Program Documents, or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligationstransaction related thereto; (d) any change statement or any other document presented pursuant hereto or pursuant to the Letter of Credit which the Bank in the namegood faith determines to be valid, purposessufficient or genuine and which subsequently proves to be forged, businessfraudulent, Capital Stock (including the ownership thereof) invalid or constitution of the Borrowerinsufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (e) any amendmentpayment by the Bank of a Drawing or an Advance against presentation of a request which the Bank in good faith determines to be valid, waiver sufficient or modification of any Transaction Document in accordance genuine and which subsequently is found not to comply with the terms hereof and thereofof this Agreement; orand (f) any other act circumstances or omission happening whatsoever whether or not similar to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either of the Guarantors’ obligations hereunderforegoing.

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the obligations of each of the Guarantors hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) the existence of any claim, set-off or other right which either of the Guarantors may have at any time against the Borrower, the Administrative Agent, any Lenders or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock capital stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either of the Guarantors’ ' obligations hereunder.

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the obligations of each of the Guarantors hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) the existence of any claim, set-off or other right which either of the Guarantors may have at any time against the Borrower, the Administrative Agent, any Lenders or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock capital stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either of the Guarantors’ obligations hereunder.

Unconditional Obligations. Notwithstanding any contrary principles under the laws All Letter of Credit Obligations and Obligations in respect of any jurisdiction other than and all Letters of Credit issued by Bank shall be unconditional and irrevocable and will be paid strictly in accordance with the State terms of New Yorkthis Agreement and the Letter of Credit Documents under all circumstances set forth in the Letter of Credit Documents, the obligations of each including any or all of the Guarantors hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: following circumstances: (ai) the existence of any claim, set-off off, defense or other right which either of the Guarantors a Borrower may have at any time against the Borrowerany beneficiary, the Administrative Agentor any transferee, of any Lenders Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), Bank, or any other Person, whether in connection with this transaction Agreement or with the other Loan Documents, the transactions contemplated in this Agreement, or any unrelated transaction; ; (bii) any statement or any other document presented under any Letter of Credit (other than documents delivered by Bank) proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iii) payment by Bank under any Letter of Credit against presentation of a draft or certificate which does not comply with the terms of such Letter of Credit; (iv) the invalidity or unenforceability of this Agreement the Letter of Credit; or (v) any other Transaction Document relating circumstances or happening whatsoever, whether or not similar to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the paymentforegoing; however, observance, fulfillment or performance nothing in this Section 2.4.7 will relieve Bank of any other Obligations; (d) any change in liability it may have to a Borrower to the name, purposes, business, Capital Stock (including the ownership thereof) extent resulting from Bank's gross negligence or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either of the Guarantors’ obligations hereunderwillful misconduct.

Unconditional Obligations. Notwithstanding any contrary principles under the laws All Letter of Credit Obligations and Obligations in respect of any jurisdiction other than and all Letters of Credit issued by Issuing Lender shall be unconditional and irrevocable and will be paid strictly in accordance with the State terms of New Yorkthis Agreement and the Letter of Credit Documents under all circumstances set forth in the Letter of Credit Documents, the obligations of each including any or all of the Guarantors hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: following circumstances: (ai) the existence of any claim, set-off off, defense or other right which either of the Guarantors any Borrower may have at any time against the Borrowerany beneficiary, the Administrative Agentor any transferee, of any Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), Issuing Lender, any Lenders other Lender or any other Person, whether in connection with this transaction Agreement or with the other Loan Documents, the transactions contemplated in this Agreement, or any unrelated transaction; ; (bii) any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iii) payment by Issuing Lender under any Letter of Credit against presentation of a draft or certificate which does not comply with the terms of such Letter of Credit; (iv) the invalidity or unenforceability of this Agreement the Letter of Credit; or (v) any other Transaction Document relating circumstances or happening whatsoever, whether or not similar to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the paymentforegoing; however, observance, fulfillment or performance nothing in this Section 2.3.7 will relieve Issuing Lender of any other Obligations; (d) any change in liability it may have to a Borrower to the name, purposes, business, Capital Stock (including the ownership thereof) extent resulting from Issuing Lender's gross negligence or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either of the Guarantors’ obligations hereunderwillful misconduct.

Unconditional Obligations. Notwithstanding any contrary principles under The obligations of the laws Borrower to make the payments required by Section 4.2 hereof and to provide or cause to be provided the Letter of Credit pursuant to Section 4.3 hereof, and to perform and observe the other agreements on its part contained herein, shall be absolute and unconditional, irrespective of any jurisdiction other than defense or any rights of set-off, recoupment or counterclaim it might otherwise have against the State Authority, and during the term of New Yorkthis Agreement, the obligations of each Borrower shall pay absolutely all payments to be made on account of the Guarantors hereunder Loan made to the Borrower from Bond proceeds pursuant to Section 4.1 hereof, as prescribed in Section 4.2 hereof, the obligation to provide or cause to be provided the Letter of Credit pursuant to Section 4.3 hereof, and all other payments required hereunder, free of any deductions and without abatement, diminution or set-off. Until such time as the principal of, premium, if any, and interest on the Bonds shall be unconditionalhave been fully paid, irrevocable and absolute and, without limiting or provision for the generality of the foregoing, payment thereof shall not be impaired, terminated, released, discharged or otherwise affected have been made as required by the following: (a) the existence of any claim, set-off or other right which either of the Guarantors may have at any time against the BorrowerIndenture, the Administrative Agent, Borrower (i) will not suspend or discontinue any Lenders or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement or any other Transaction Document relating payments required to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment be made by the Borrower pursuant to this Agreement, including, without limitation, the payments provided for in Section 4.2 and the obligation to provide or cause to be provided the Letter of Credit pursuant to Section 4.3; (ii) will perform and observe all of its other covenants contained in this Agreement; and (iii) except as provided in Article VIII hereof, will not terminate this Agreement for any cause, including, without limitation, failure to complete the Project, the occurrence of any amount payable by act or circumstances that may constitute failure of consideration, destruction of or damage to the Borrower under this Agreement or any Project, commercial frustration of the other Transaction Documents or the paymentpurpose, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) tax or constitution other laws of the Borrower; (e) any amendmentUnited States of America or of the State, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person political subdivision of either of these, or any other circumstance whatsoever which might otherwise constitute a legal failure of the Authority or equitable discharge the Trustee to perform and observe any covenant, whether express or implied, or any duty, liability or obligation arising out of or defense to either of connected with this Agreement or the Guarantors’ obligations hereunderIndenture.

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the The obligations of each of the Guarantors hereunder City under this Agreement shall be absolute, unconditional, irrevocable and absolute andpayable strictly in accordance with the terms of the Indenture, the Installment Purchase Contract and this Agreement, under all circumstances whatsoever, including, without limiting the generality of the foregoinglimitation, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) any lack of validity or enforceability of this Agreement, the Letter of Credit or, to the extent permitted by law, the Bonds, the Indenture, the Installment Purchase Contract or any other Related Document; (b) any amendment or waiver of or any consent to departure from the terms of the Indenture, the Installment Purchase Contract or all or any of the Related Documents to which the Bank has not consented in writing; (c) the existence of any claim, counterclaim, set-off off, recoupment, defense, or other right which either of the Guarantors any Person may have at any time against the BorrowerBank, the Administrative City, the Trustee, the Remarketing Agent, any Lenders or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement Agreement, the Indenture, the Installment Purchase Contract, the Related Documents, or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligationstransaction related thereto; (d) any change statement or any other document presented pursuant hereto or pursuant to the Letter of Credit which the Bank in the namegood faith determines to be valid, purposessufficient or genuine and which subsequently proves to be forged, businessfraudulent, Capital Stock (including the ownership thereof) invalid or constitution of the Borrowerinsufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (e) any amendmentpayment by the Bank of a Drawing or a Liquidity Advance against presentation of a request which the Bank in good faith determines to be valid, waiver sufficient or modification of any Transaction Document in accordance genuine and which subsequently is found not to comply with the terms hereof and thereofof this Agreement; orprovided that such payment shall not have constituted gross negligence of the Bank; (f) the Bank or any of its branches or affiliates being the beneficiary of the Letter of Credit; (g) the Bank or any correspondent honoring a drawing against a Payment Document up to the Available Amount of the Letter of Credit even if such Payment Document claims an amount in excess of the Available Amount of the Letter of Credit; (h) the Bank or any correspondent having previously paid against fraudulently signed or presented Payment Documents (whether or not the City shall have reimbursed the Bank for such Drawing); and (i) any other act circumstances or omission happening whatsoever whether or not similar to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either of the Guarantors’ obligations hereunderforegoing.

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the obligations of each of the Guarantors Guarantor hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) the existence of any claim, set-off or other right which either of the Guarantors Guarantor may have at any time against the Borrower, the Administrative Agent, any Lenders Lender or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement or any other Transaction Document relating to or against the Borrower or either of the Guarantors Guarantor for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock capital stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders Lender or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either of the Guarantors’ Guarantor’s obligations hereunder.

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the obligations of each of the Guarantors hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) the existence of any claim, set-off or other right which either of the Guarantors may have at any time against the BorrowerIssuer, the Administrative Agent, the Issuing Bank, any Lenders or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement or any other Transaction Document relating to or against the Borrower Issuer or either of the Guarantors for any reasonreason (including for the reason that the obtaining of the Letter of Credit or the Standby L/Cs may be in excess of the powers of the Issuer or of its officers, directors or other agents, acting or purporting to act on its behalf, or be in any way irregular or defective); (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Issuer of any amount payable by the Borrower Issuer under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock capital stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereofIssuer; or (fe) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Administrative Agent, the Issuing Bank, the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either of the Guarantors’ ' obligations hereunder.

Unconditional Obligations. Notwithstanding any contrary principles under the laws MNST, on behalf of any jurisdiction other than the State itself and each of New York, the obligations of its Subsidiaries and each of the Guarantors hereunder shall be unconditionalIndemnified Seller Parties covenants and agrees that the agreements contained in Sections 9.1(ii) through (xiv) (or any schedules or other agreements relating thereto) and Buyer, irrevocable on behalf of itself and absolute and, without limiting the generality each of its Subsidiaries and each of the foregoingIndemnified Buyer Parties covenants and agrees that the agreements contained in Sections 9.2(ii) through (iv) (or any schedules or other agreements relating thereto) are intended to be final, complete, unconditional and irrevocable, subject to any limitations and rights provided under the expressed terms of this Agreement), and (i) MNST shall not be impairednot, terminatedand shall cause each of its Subsidiaries and each of the Indemnified Seller Parties to not, releasedand (ii) Buyer shall not, discharged and shall cause each of its Subsidiaries and each of the Indemnified Buyer Parties to not, seek to challenge the effectiveness (or seek to mitigate or diminish its and/or their obligations or assert or otherwise affected raise any defenses (other than any defenses or rights or conditions provided under the expressed terms of this Agreement including but not limited to the defense that the subject matter of such claim does not fall within the expressed scope of such indemnity provision (e.g. by the following: (a) the existence way of any claim, set-off or other right which either example and not by way of the Guarantors may have at any time against the Borrowerlimitation, the Administrative Agentdefense that a claim for indemnity pursuant to Section 9.1(ix) does not fall within the expressed scope of such indemnity provision since such dispute related to a matter that occurred less than 12 months prior to the Closing Date), any Lenders or any other Person, whether in connection with this transaction the breach by MNST or Buyer, with any unrelated transaction; respect to each other, of the provisions of Section 9.3, subject to the limitations and rights contained therein, crossclaims or counterclaims in connection therewith) of such agreements contained in Sections 9.1(ii) through (bxiv) any invalidity or unenforceability of this Agreement and Sections 9.2(ii) through (iv), or any schedules or other Transaction Document agreements relating to thereto (including, without limitation, taking any action in contravention of Sections 9.1(ii) through (xiv) and Sections 9.2(ii) through (iv) (or against the Borrower any schedules or either other agreements relating thereto). In addition, MNST, on behalf of itself and each of its Subsidiaries and each of the Guarantors for any reason; (c) any provision Indemnified Seller Parties, and Buyer, on behalf of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either of the Guarantors’ obligations hereunder.itself and

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the obligations of each of the Guarantors hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) the existence of any claim, set-off or other right which either of the Guarantors may have at any time against the BorrowerIssuer, the Administrative Agent, the Issuing Bank, any Lenders or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement or any other Transaction Document relating to or against the Borrower Issuer or either of the Guarantors for any reasonreason (including for the reason that the obtaining of the Letter of Credit or the Standby L/Cs may be in excess of the powers of the Issuer or of its officers, directors or other agents, acting or purporting to act on its behalf, or be in any way irregular or defective); (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Issuer of any amount payable by the Borrower Issuer under this Agreement or any of the other 66 Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock capital stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereofIssuer; or (fe) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Administrative Agent, the Issuing Bank, the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either of the Guarantors’ ' obligations hereunder.