Common use of Unconditional Liability Clause in Contracts

Unconditional Liability. The liability of the Guarantor under this deed will not be affected by any act, omission, matter or thing which, but for this clause 4.2, might operate in law or in equity to reduce or release the Guarantor from the Guarantor's liability, including: (a) the Beneficiaries granting time, waiver or other indulgence or concession to, or making any composition or compromise with the Alliance Participant or the Guarantor; (b) the Beneficiaries not exercising or delaying in the exercise of any remedy or right they have for the enforcement of the Alliance Agreement or the Deed Poll or any Obligation; (c) any laches, acquiescence or other act, neglect, default, omission or mistake by the Beneficiaries; (d) any variation to the Alliance Agreement or the Deed Poll or any Obligation, whether or not that variation imposes any additional liability on the Alliance Participant or the Guarantor; (e) the transfer, assignment or novation by the Beneficiaries, the Alliance Participant or the Guarantor of any of their rights under the Alliance Agreement or the Deed Poll or under any other Obligation; (f) any release of the Alliance Participant or the Guarantor from the Alliance Agreement or the Deed Poll or any Obligation or any security held for the performance of any of the Obligations; (g) the loss of any security or any variation in the order of priorities relating to that security; (h) any failure by the Beneficiaries to disclose to the Guarantor any fact, circumstance or event relating to the Beneficiaries or the Guarantor at any time before or during the currency of this deed; (i) any change in the constitution or nature of the Alliance Participant or the Beneficiaries, or any change in any other circumstance relating to the Alliance Agreement or the Deed Poll; or (j) any act, omission or thing done under or in connection with the Alliance Agreement, including: (i) any decision of the ALT; (ii) any decision of an expert under clause 17.2 of the Alliance Agreement; (iii) any direction by TIDC including under clause 12.1 of the Alliance Agreement; and (iv) any Target Adjustment Event.

Unconditional Liability. The liability of the Guarantor under this deed will shall not be ------------------------ released, diminished, impaired, reduced or adversely affected by any actthe invalidity, omission, matter illegality or thing which, but for this clause 4.2, might operate in law unenforceability of all or in equity to reduce or release the Guarantor from the Guarantor's liability, including: (a) the Beneficiaries granting time, waiver or other indulgence or concession to, or making any composition or compromise with the Alliance Participant or the Guarantor; (b) the Beneficiaries not exercising or delaying in the exercise of any remedy or right they have for the enforcement part of the Alliance Agreement or the Deed Poll or any Obligation; (c) any laches, acquiescence or other act, neglect, default, omission or mistake by the Beneficiaries; (d) any variation to the Alliance Agreement or the Deed Poll or any Obligation, whether or not that variation imposes any additional liability on the Alliance Participant or the Guarantor; (e) the transfer, assignment or novation by the Beneficiaries, the Alliance Participant or the Guarantor of any of their rights under the Alliance Agreement or the Deed Poll or under any other Obligation; (f) any release of the Alliance Participant or the Guarantor from the Alliance Agreement or the Deed Poll or any Obligation or any security held for the performance of any of the Obligations; (g) the loss of any security or any variation in the order of priorities relating to that security; (h) any failure by the Beneficiaries to disclose to the Guarantor any fact, circumstance or event relating to the Beneficiaries or the Guarantor at any time before or during the currency of this deed; (i) any change in the constitution or nature of the Alliance Participant or the BeneficiariesLoan, or any change in any other circumstance relating to the Alliance Agreement document or the Deed Poll; or (j) any act, omission or thing done under or agreement executed in connection with the Alliance AgreementLoan, including: for any reason whatsoever, including without limitation the fact that (i) the Loan, or any decision of part thereof, exceeds the ALT; amount permitted by law, (ii) the act of creating the Loan or any decision of an expert under clause 17.2 of the Alliance Agreement; part thereof is ultra ▇▇▇▇▇, (iii) any direction by TIDC including under clause 12.1 the officers or representatives executing the ----- ----- Note or the other documents evidencing or securing the Loan or otherwise creating the Loan acted in excess of the Alliance Agreement; and their authority, (iv) the Loan violates applicable usury laws, (v) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Debt or the Loan wholly or partially uncollectable from the Borrower, (vi) the creation, performance or repayment of the Loan (or the execution, delivery and performance of any Target Adjustment Eventdocument or instrument representing part of the Loan or executed in connection with the Loan, or given to secure the repayment of the Loan) is illegal, uncollectable or unenforceable, or (vii) the Note or any other documents evidencing or securing the Loan have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether the Borrower or any other person be found not liable on the Loan or any part thereof for any reason. Notwithstanding this paragraph or any other provision of this Guaranty or any Loan Document, if all outstanding stock in OPCC is transferred to Holding and OPCC transfers to Holding all of the outstanding stock in all OPCC subsidiaries owned as of the date hereof by OPCC, then OPCC shall no longer be liable as provided under this Guaranty, and Lender and Holding hereby agree that upon the occurrence of such transfer only Holding shall be liable in accordance with the terms of this Guaranty; and promptly upon the written request of Holding (which request shall contain the certification of Holding and OPCC that such transfers have occurred), Lender shall execute and deliver an acknowledgment that only Holding is liable hereunder.

Unconditional Liability. The liability of the Guarantor under this deed will shall. not be released, diminished, impaired, reduced or adversely affected by any actthe invalidity, omission, matter illegality or thing which, but for this clause 4.2, might operate in law unenforceability of all or in equity to reduce or release the Guarantor from the Guarantor's liability, including: (a) the Beneficiaries granting time, waiver or other indulgence or concession to, or making any composition or compromise with the Alliance Participant or the Guarantor; (b) the Beneficiaries not exercising or delaying in the exercise of any remedy or right they have for the enforcement part of the Alliance Agreement or the Deed Poll or any Obligation; (c) any laches, acquiescence or other act, neglect, default, omission or mistake by the Beneficiaries; (d) any variation to the Alliance Agreement or the Deed Poll or any Obligation, whether or not that variation imposes any additional liability on the Alliance Participant or the Guarantor; (e) the transfer, assignment or novation by the Beneficiaries, the Alliance Participant or the Guarantor of any of their rights under the Alliance Agreement or the Deed Poll or under any other Obligation; (f) any release of the Alliance Participant or the Guarantor from the Alliance Agreement or the Deed Poll or any Obligation or any security held for the performance of any of the Obligations; (g) the loss of any security or any variation in the order of priorities relating to that security; (h) any failure by the Beneficiaries to disclose to the Guarantor any fact, circumstance or event relating to the Beneficiaries or the Guarantor at any time before or during the currency of this deed; (i) any change in the constitution or nature of the Alliance Participant or the BeneficiariesLoan, or any change in any other circumstance relating to the Alliance Agreement document or the Deed Poll; or (j) any act, omission or thing done under or agreement executed in connection with the Alliance AgreementLoan, including: for any reason whatsoever, including without limitation the fact that (iI) the Loan, or any decision of part thereof, exceeds the ALT; amount permitted by law, (ii) the act of creating the Loan or any decision part thereof is ultra vire▇, (▇ii) the officers or representatives executing the Note or the other documents evidencing or securing the Loan or otherwise creating the Loan acted in excess of an expert under clause 17.2 of the Alliance Agreement; (iii) any direction by TIDC including under clause 12.1 of the Alliance Agreement; and their authority, (iv) the Loan violates appli cable usury laws, (v) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Debt or the Loan wholly or partially uncollectable from the Borrower, (vi) the creation, performance or repayment of the Loan (or the execution, delivery and performance of any Target Adjustment Event.document or instrument representing part of the Loan or executed in connection with the Loan, or given to secure the repayment of the Loan) is illegal, uncollectable or unenforceable, or (vii) the Note or any of the other documents evidencing or securing the Loan have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether the Borrower or any other person be found not liable on the Loan or any part thereof for any reason. [SIGNATURE PAGE TO GUARANTY OF PAYMENT RELATING TO LEASING]

Unconditional Liability. The liability obligations of each Guarantor hereunder are primary, absolute, independent, irrevocable and unconditional. Each Guarantor’s obligation to pay any of the Guarantied Obligations is a guaranty of payment, not of collection. This Agreement is an agreement of suretyship as well as of guaranty and without being required to proceed first against Borrower or any other person or entity, or against any other security for the Guarantied Obligations, Noteholder may proceed directly against Guarantor under this deed will upon the occurrence and during the continuance of an Event of Default (as defined herein). Upon the occurrence and during the continuance of an Event of Default, Guarantors shall pay, comply with and perform such of the Guarantied Obligations as Noteholder shall direct, irrespective of whether the Guarantied Obligations directed by Noteholder to be paid, complied with and performed by such Guarantor are those which gave rise to the Event of Default. Each Guarantor’s liability hereunder is absolute and unconditional and shall not be affected reduced, diminished or released in any way by any act, omission, matter or thing which, but for this clause 4.2, might operate in law or in equity to reduce or release the Guarantor from the Guarantor's liability, including: reason of: (a) the Beneficiaries granting timeany failure of Noteholder to obtain, waiver retain or other indulgence or concession topreserve, or making the lack of enforcement of, any composition rights against any person or compromise with the Alliance Participant entity (including, without limitation, any Obligor) or the Guarantor; in or against any property; (b) the Beneficiaries not exercising or delaying in the exercise invalidity of any remedy or right they have for the enforcement of the Alliance Agreement or the Deed Poll or any Obligation; such rights which Noteholder may attempt to obtain; (c) any lachesdelay in enforcing or any failure to enforce such rights, acquiescence or other act, neglect, default, omission or mistake by the Beneficiaries; even if such rights are thereby lost; (d) any variation to delay in making demand on any Obligor for performance or payment of any part or all of the Alliance Agreement or the Deed Poll or any Obligation, whether or not that variation imposes any additional liability on the Alliance Participant or the Guarantor; Guarantied Obligations; (e) the transfergenuineness, assignment validity or novation by enforceability of the Beneficiaries, the Alliance Participant Restated Note or the Guarantor of any of their rights under the Alliance Agreement or the Deed Poll or under any other Obligation; documents executed pursuant thereto or in connection therewith; (f) any release defense that may arise by reason of the Alliance Participant incapacity or lack of authority of Borrower or the Guarantor from the Alliance Agreement failure of Noteholder to file or the Deed Poll enforce a claim against Borrower in any bankruptcy or other proceeding; or (g) any Obligation other circumstance, occurrence or any security held for the performance of condition, whether similar or dissimilar to any of the Obligations; (g) the loss foregoing, which might otherwise constitute a legal or equitable defense, discharge or release of any security a guarantor or any variation in the order of priorities relating to that security; (h) any failure by the Beneficiaries to disclose to the Guarantor any fact, circumstance or event relating to the Beneficiaries or the Guarantor at any time before or during the currency of this deed; (i) any change in the constitution or nature of the Alliance Participant or the Beneficiaries, or any change in any other circumstance relating to the Alliance Agreement or the Deed Poll; or (j) any act, omission or thing done under or in connection with the Alliance Agreement, including: (i) any decision of the ALT; (ii) any decision of an expert under clause 17.2 of the Alliance Agreement; (iii) any direction by TIDC including under clause 12.1 of the Alliance Agreement; and (iv) any Target Adjustment Eventsurety.