Common use of BENEFICIARIES’ RIGHTS Clause in Contracts

BENEFICIARIES’ RIGHTS. Each Beneficiary may at any time and from time to time without the consent of, or notice to the Guarantor, without incurring responsibility to the Guarantor and without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew or alter, any of the Obligations due to it, any security therefor, or any liability incurred directly or indirectly in respect thereof, and, subject to clause (d) below, the guaranty and agreement herein made shall apply to the Obligations due to it as so changed, extended, renewed or altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof due to it, and/or any offset thereagainst due to it; (c) exercise or refrain from exercising any rights against the Broad River Lessee or others or otherwise act or refrain from acting; (d) settle or compromise any of the Obligations due to it, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Broad River Lessee to its creditors other than the Guarantor; provided that any settlement or compromise with respect to, or other reduction (by operation of law or negotiation) of, any of the Obligations (or amounts underlying such Obligations) due to it (whether occurring before or after the occurrence of a Lease Event of Default) shall not alter the amount of the original Obligations due to it guaranteed hereby and the Guarantor acknowledges and agrees that its obligations hereunder shall be for the full amount of the Obligations due to it without giving effect to any such settlement, compromise or other reduction; (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Broad River Lessee to such Beneficiary regardless of what liabilities or liabilities of the Broad River Lessee remain unpaid; (f) consent to or waive any breach of, or any act, omission or default under, the Participation Agreement or the Facility Lease, or otherwise amend, modify or supplement the Participation Agreement or the Facility Lease or any of such other instruments or agreements; and/or (g) act or fail to act in any manner referred to in this Guaranty which may deprive the Guarantor of its right to subrogation against the Broad River Lessee to recover full indemnity for any payments made pursuant to this Guaranty. Anything herein to the contrary notwithstanding, any exercise of rights or remedies by any Beneficiary hereunder or under any other Operative Document or the FILOT Lease, or the failure of any Beneficiary to exercise any rights or remedies hereunder in accordance with the provisions hereof or under any other Operative Document or the FILOT Lease, shall not in any way adversely affect the ability of any other Beneficiary to exercise its rights or remedies hereunder.

BENEFICIARIES’ RIGHTS. Each Beneficiary may at any time and from time to time without the consent of, or notice to the Guarantor, without incurring responsibility to the Guarantor and without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew or alter, any of the Obligations due to it, any security therefor, or any liability incurred directly or indirectly in respect thereof, and, subject to clause (d) below, the guaranty and agreement herein made shall apply to the Obligations due to it as so changed, extended, renewed or altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof due to it, and/or any offset thereagainst due to it; (c) exercise or refrain from exercising any rights against the Broad River RockGen Lessee or others or otherwise act or refrain from acting; (d) settle or compromise any of the Obligations due to it, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Broad River RockGen Lessee to its creditors other than the Guarantor; provided that any settlement or compromise with respect to, or other reduction (by operation of law or negotiation) of, any of the Obligations (or amounts underlying such Obligations) due to it (whether occurring before or after the occurrence of a Lease Event of Default) shall not alter the amount of the original Obligations due to it guaranteed hereby and the Guarantor acknowledges and agrees that its obligations hereunder shall be for the full amount of the Obligations due to it without giving effect to any such settlement, compromise or other reduction; (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Broad River RockGen Lessee to such Beneficiary regardless of what liabilities or liabilities of the Broad River RockGen Lessee remain unpaid; (f) consent to or waive any breach of, or any act, omission or default under, the Participation Agreement or the Facility Lease, or otherwise amend, modify or supplement the Participation Agreement or the Facility Lease or any of such other instruments or agreements; and/or (g) act or fail to act in any manner referred to in this Guaranty which may deprive the Guarantor of its right to subrogation against the Broad River RockGen Lessee to recover full indemnity for any payments made pursuant to this Guaranty. Anything herein to the contrary notwithstanding, any exercise of rights or remedies by any Beneficiary hereunder or under any other Operative Document or the FILOT LeaseDocument, or the failure of any Beneficiary to exercise any rights or remedies hereunder in accordance with the provisions hereof or under any other Operative Document or the FILOT LeaseDocument, shall not in any way adversely affect the ability of any other Beneficiary to exercise its rights or remedies hereunder.

BENEFICIARIES’ RIGHTS. Each Beneficiary may at any time and from time to time without the consent of, or notice to the Guarantor, without incurring responsibility to the Guarantor and without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew or alter, any of the Obligations due to it, any security therefor, or any liability incurred directly or indirectly in respect thereof, and, subject to clause (d) below, the guaranty and agreement herein made shall apply to the Obligations due to it as so changed, extended, renewed or altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof due to it, and/or any offset thereagainst due to it; (c) exercise or refrain from exercising any rights against the Broad River South Point Lessee or others or otherwise act or refrain from acting; (d) settle or compromise any of the Obligations due to it, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Broad River South Point Lessee to its creditors other than the Guarantor; provided that any settlement or compromise with respect to, or other reduction (by operation of law or negotiation) of, any of the Obligations (or amounts underlying such Obligations) due to it (whether occurring before or after the occurrence of a Lease Event of Default) shall not alter the amount of the original Obligations due to it guaranteed hereby and the Guarantor acknowledges and agrees that its obligations hereunder shall be for the full amount of the Obligations due to it without giving effect to any such settlement, compromise or other reduction; (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Broad River South Point Lessee to such Beneficiary regardless of what liabilities or liabilities of the Broad River South Point Lessee remain unpaid; (f) consent to or waive any breach of, or any act, omission or default under, the Participation Agreement or the Facility Lease, or otherwise amend, modify or supplement the Participation Agreement or the Facility Lease or any of such other instruments or agreements; and/or (g) act or fail to act in any manner referred to in this Guaranty which may deprive the Guarantor of its right to subrogation against the Broad River South Point Lessee to recover full indemnity for any payments made pursuant to this Guaranty. Anything herein to the contrary notwithstanding, any exercise of rights or remedies by any Beneficiary hereunder or under any other Operative Document or the FILOT South Point Ground Lease, or the failure of any Beneficiary to exercise any rights or remedies hereunder in accordance with the provisions hereof or under any other Operative Document or the FILOT South Point Ground Lease, shall not in any way adversely affect the ability of any other Beneficiary to exercise its rights or remedies hereunder.

BENEFICIARIES’ RIGHTS. Each Beneficiary may at any time and from time to time without the consent of, or notice to any Subsidiary Guarantor (or any other Beneficiary except as may be required pursuant to the Guarantorterms of any Operative Document), without incurring responsibility to the any Subsidiary Guarantor and without impairing or releasing any of the obligations of the Guarantor Subsidiary Guarantors hereunder, upon or without any terms or conditions and in whole or in part: (a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew or alter, any of the Obligations due to it, any security therefor, or any liability incurred directly or indirectly in respect thereof, and, subject to clause (d) below, the guaranty and agreement herein made shall apply to the such Obligations due to it as so changed, extended, renewed or altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Obligations due to it or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof due to ithereof, and/or any offset thereagainst due to it; (c) exercise or refrain from exercising any rights against the Broad River Lessee Facility Lessee, any Subsidiary Guarantor or any other Person or others or otherwise act or refrain from acting; (d) settle or compromise any of the Obligations due to it, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Broad River Facility Lessee to its creditors other than the Guarantor; Subsidiary Guarantors, provided that any settlement or compromise with respect to, or other reduction (by operation of law or negotiation) of, any of the Obligations (or amounts underlying such Obligations) due to it (whether occurring before or after the occurrence of a Lease Event of Default) shall not alter the amount of the original Obligations due to it guaranteed hereby and the Guarantor acknowledges Subsidiary Guarantors acknowledge and agrees agree that its their obligations hereunder shall be for the full amount of the Obligations due to it without giving effect to any such settlement, compromise or other reduction;reduction (except to the extent payment is actually received with respect thereto and applied to the repayment of the Obligations); 10 (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Broad River Facility Lessee to such Beneficiary the Beneficiaries regardless of what liabilities or liabilities of the Broad River Facility Lessee remain unpaid; (f) consent to or waive any breach of, or any act, omission or default under, the Participation Agreement Facility Lease or the Facility Leaseany other Operative Document, or otherwise amend, modify or supplement the Participation Agreement or any of the Facility Lease or any of such other instruments or agreements; and/orOperative Document; (g) act or fail to act in any manner referred to in this Subsidiary Guaranty which may deprive the Guarantor Subsidiary Guarantors of its right their respective rights to subrogation against the Broad River Facility Lessee to recover full indemnity for any payments made pursuant to this Subsidiary Guaranty; and/or (h) upon the occurrence and during the continuance of any event of default (under the applicable agreement), to the fullest extent permitted by law, to set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Beneficiary to or for the credit or for the account of the Subsidiary Guarantors against any and all of the obligations of the Subsidiary Guarantors now or hereafter existing under this Subsidiary Guaranty, provided, that such Beneficiary agrees to promptly notify the Subsidiary Guarantors after any such set-off and application made by the Beneficiary, provided further that the failure to give such notice shall not affect the validity of such set-off and application. The Subsidiary Guarantors acknowledge and agree that each Beneficiary (in the case of the Owner Lessor, subject to Section 4 hereof) shall have the independent and exclusive right to enforce the obligations of the Subsidiary Guarantors hereunder with respect to the Obligations due to such Beneficiary. Anything herein to the contrary notwithstanding, any exercise of rights or remedies by any Beneficiary hereunder or under any other Operative Document agreement or the FILOT Leaseinstrument, or the failure of any Beneficiary to exercise any rights or remedies hereunder in accordance with the provisions hereof or under any other Operative Document or the FILOT Leasethereunder, shall not in any way adversely affect the ability of any other Beneficiary to exercise its rights or remedies hereunderhereunder nor, to the extent permitted by Applicable Law, shall any single or partial exercise by any Beneficiary of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

BENEFICIARIES’ RIGHTS. Each Beneficiary may at any time and from time to time without the consent of, or notice to the Guarantor, without incurring responsibility to the Guarantor and without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew or alter, any of the Obligations due to it, any security therefor, or any liability incurred directly or indirectly in respect thereof, and, subject to clause (d) below, the guaranty and agreement herein made shall apply to the Obligations due to it as so changed, extended, renewed or altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof due to it, and/or any offset thereagainst due to it; (c) exercise or refrain from exercising any rights against the Broad River South Point Lessee or others or otherwise act or refrain from acting; (d) settle or compromise any of the Obligations due to it, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Broad River South Point Lessee to its creditors other than the Guarantor; provided that any settlement or compromise with respect to, or other reduction (by operation of law or negotiation) of, any of the Obligations (or amounts underlying such Obligations) due to it (whether occurring before or after the occurrence of a Lease Event of Default) shall not alter the amount of the original Obligations due to it guaranteed hereby and the Guarantor acknowledges and agrees that its obligations hereunder shall be for the full amount of the Obligations due to it without giving effect to any such settlement, compromise or other reduction; (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Broad River South Point Lessee to such Beneficiary regardless of what liabilities or liabilities of the Broad River South Point Lessee remain unpaid; (f) consent to or waive any breach of, or any act, omission or default under, the Participation Agreement or the Facility Lease, or otherwise amend, modify or supplement the Participation Agreement or the Facility Lease or any of such other instruments or agreements; and/or (g) act or fail to act in any manner referred to in this Guaranty which may deprive the Guarantor of its right to subrogation against the Broad River South Point Lessee to recover full indemnity for any payments made pursuant to this Guaranty. Anything herein to the contrary notwithstanding, any exercise of rights or remedies by any Beneficiary hereunder or under any other Operative Document or the FILOT South Point Ground Lease, or the failure of any Beneficiary to exercise any rights or remedies hereunder in accordance with the provisions hereof or under any other Operative Document or the FILOT South Point Ground Lease, shall not in any way adversely affect the ability of any other Beneficiary to exercise its rights or remedies hereunder.