Common use of Absolute and Unconditional Guaranty Clause in Contracts

Absolute and Unconditional Guaranty. This is an absolute and unconditional guaranty and no invalidity, illegality, irregularity, unenforceability, avoidance or contractual or other subordination of all or any part of the Guaranteed Obligations, or of any security therefor, guaranty thereof, or right of offset with respect thereto, or of this Agreement, or of any part of the Loan Agreement or any other Loan Document, nor any regulation, order or ruling, or judicial or administrative directive of any kind, nor any election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, nor any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code, nor the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the Lender’s claim(s) for repayment of the Guaranteed Obligations, nor any change in respect of any obligor of any of the Guaranteed Obligations (including without limitation, as a result of any merger, consolidation, dissolution, liquidation, recapitalization or other change of name, identity, structure or status), nor the operation of any anti-deficiency statute, nor any other circumstance which might otherwise‌ constitute a legal or equitable discharge or defense of the Credit Support Provider, or any defense which the Borrower could assert with respect to its Guaranteed Obligations or the Guaranteed Obligations (including, without limitation, failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, the Lender liability and usury) shall impair, be a defense to, or otherwise affect, this Agreement.

Absolute and Unconditional Guaranty. This is an The obligations of the Guarantor under this Guaranty are absolute and unconditional guaranty and no shall remain in full force and effect until every payment, obligation or liability guaranteed hereunder shall have been fully and finally paid, and, to the extent permitted by law, such obligations shall not be affected, modified, released, or impaired by any state of facts or the happening from time to time of any event including, without limitation, any of the following, whether or not with notice to, or the consent of, the Guarantor: (1) the termination, cancellation, invalidity, illegality, irregularity, unenforceabilityillegality or unenforceability of, avoidance or contractual or other subordination of all or any part defect in, the Indenture, any of the Guaranteed Obligations1998 Bonds, or of any security thereforthis Guaranty, guaranty thereof, or right of offset with respect thereto, or of this the Power Purchase Agreement, or of any part of the Agreement, the Loan Agreement Note or any other Financing Documents; (2) the compromise, settlement, release, extension, indulgence, change, modification or termination of any or all of the obligations, covenants or agreements of the Agreement, the Loan DocumentNote, nor the Indenture, the 1998 Bonds, the Power Purchase Agreement, any regulation, order or rulingother guaranties, or judicial or administrative directive any other Financing Documents; (3) the failure to give notice to the Guarantor of the occurrence of any kindEvent of Default under the terms and provisions of this Guaranty, nor the Indenture, the Agreement, the Power Purchase Agreement, the Loan Note or any election, in any proceeding instituted under Chapter 11 other Financing Documents; (4) the waiver of the Bankruptcy Codepayment, of the application of Section 1111(b)(2) of the Bankruptcy Code, nor any borrowing performance or grant of a security interest observance by the Borrower, as debtor-in-possession, under Section 364 of Authority or the Bankruptcy Code, nor the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the Lender’s claim(s) for repayment of the Guaranteed Obligations, nor any change in respect of any obligor Trustee of any of the Guaranteed Obligations (including without limitationobligations, conditions, covenants or agreements of any or all of them contained in this Guaranty, the Indenture, the 1998 Bonds, the Agreement, the Loan Note or any other Financing Documents by the Authority or the Trustee, as a result the case may be; (5) the extension of the time for payment of the principal of, premium if any, or interest on the 1998 Bonds or the principal of, or interest on the 1998 Bonds or any other amounts that are due or may become due under the Financing Documents or of the time for performance of any other obligations, covenants or agreements under or arising out of the Financing Documents; (6) the modification or amendment (whether material or otherwise) of any duty, obligation, covenant or agreement set forth in the Indenture, the 1998 Bonds, or any of the Financing Documents; (7) any failure, omission, delay or lack thereof on the part of the Authority or the Trustee to assert or exercise any right, power or remedy conferred on either of them in the Indenture, the 1998 Bonds, this Guaranty, the Agreement, or any other Financing Documents; (8) the voluntary or involuntary liquidation, dissolution, merger, consolidation, dissolution, liquidation, recapitalization sale or other change disposition of nameall or substantially all the assets, identitymarshalling of assets and liabilities, structure receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or status)other similar proceedings affecting the Guarantor, nor any other guarantors, or the Borrower, the Authority or the Trustee, or any or all of the assets of any of them, or any allegation or contest of the validity of the Indenture, the 1998 Bonds, or any of the Financing Documents, including this Guaranty, in any such proceeding; it is specifically understood, consented and agreed to that this Guaranty shall remain and continue in full force and effect and shall be enforceable against the Guarantor to the same extent and with the same force and effect as if such proceedings had not been instituted; and it is the intent and purpose of this Guaranty that the Guarantor shall and does hereby waive all rights and benefits which might accrue to the Guarantor by reason of any such proceedings, and without limiting the generality of the foregoing, it is further the intent and purpose of this Guaranty that the liability of the Guarantor shall not be in any way limited by the filing of any bankruptcy involving the Borrower, but rather shall in all respects continue and extend to include, by way of example and not limitation, post- filing interests and costs, including reasonable attorney's fees; (9) to the extent permitted by law, the release or discharge of the Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty by operation of any anti-deficiency statute, nor law or the addition or release of any other circumstance guarantor; (10) the default or failure of any other guarantor fully to perform any of its obligations set forth in any other guaranty; (11) any release, substitution, replacement, destruction, loss or impairment of the security pledged under the Financing Documents; (12) any failure of the Authority or the Trustee to mitigate damages resulting from any default by the Borrower under the Financing Documents; (13) any other circumstances which might otherwise‌ otherwise constitute a legal or equitable discharge or defense of the Credit Support Provider, a surety or a guarantor; or (14) any other act of commission or omission or any defense which other occurrence whatsoever, whether similar or dissimilar to the Borrower could assert with respect to its Guaranteed Obligations or the Guaranteed Obligations (including, without limitation, failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, the Lender liability and usury) shall impair, be a defense to, or otherwise affect, this Agreementforegoing.

Absolute and Unconditional Guaranty. This is an absolute and unconditional guaranty and no invalidity, illegality, irregularity, unenforceability, avoidance or contractual or other subordination of all or any part of the Guaranteed Obligations, or of any security therefor, guaranty thereof, or right of offset with respect thereto, or of this Agreement, or of any part of the Loan Agreement or any other Loan Document, nor any regulation, order or ruling, or judicial or administrative directive of any kind, nor any election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, nor any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code, nor the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the Lender▇▇▇▇▇▇’s claim(s) for repayment of the Guaranteed Obligations, nor any change in respect of any obligor of any of the Guaranteed Obligations (including without limitation, as a result of any merger, consolidation, dissolution, liquidation, recapitalization or other change of name, identity, structure or status), nor the operation of any anti-deficiency statute, nor any other circumstance which might otherwise‌ otherwise constitute a legal or equitable discharge or defense of the Credit Support Provider, or any defense which the Borrower could assert with respect to its Guaranteed Obligations or the Guaranteed Obligations (including, without limitation, failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, the Lender liability and usury) shall impair, be a defense to, or otherwise affect, this Agreement.

Absolute and Unconditional Guaranty. This is an absolute and unconditional guaranty and no invalidity, illegality, irregularity, unenforceability, avoidance or contractual or other subordination of all or any part of the Guaranteed Obligations, or of any security therefor, guaranty thereof, or right of offset with respect thereto, or of this AgreementGuaranty, or of any part of the Loan Reimbursement Agreement or any other Loan Document, nor any regulation, order or ruling, or judicial or administrative directive of any kind, nor any election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, nor any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code, nor the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the Lender’s claim(s) for repayment of the Guaranteed Obligations, nor any change in respect of any obligor of any of the Guaranteed Obligations (including without limitation, as a result of any merger, consolidation, dissolution, liquidation, recapitalization or other change of name, identity, structure or status), nor the operation of any anti-deficiency statute, nor any other circumstance which might otherwise‌ otherwise constitute a legal or equitable discharge or defense of the Credit Support ProviderGuarantor, or any defense which the Borrower could assert with respect to its Guaranteed Obligations or the Guaranteed Obligations (including, without limitation, failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, the Lender liability and usury) shall impair, be a defense to, or otherwise affect, this AgreementGuaranty.