Common use of Character of Obligations Hereunder Clause in Contracts

Character of Obligations Hereunder. (a) All obligations of the Guarantor under this Agreement are unconditional, primary, absolute and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, to the fullest extent permitted under applicable law, the obligations of the Guarantor hereunder shall not be subject to or impaired by: (i) any inability or failure on the part of any party thereto to perform or comply with the Letter of Credit, the Financing Documents or the Bonds; (ii) any invalidity or irregularity in any statutory or other proceedings relating to the formation or existence of the Issuer, to the issuance of the Bonds or to the execution and delivery of any Financing Document; (iii) any invalidity or unenforceability of, or any impairment, modification or release of liability of any party under, or any impossibility, impracticability, illegality or frustration of performance by any party of, the Letter of Credit, the Financing Documents or the Bonds, for any reason whatsoever, including, without limitation, any decision by any court invalidating or otherwise affecting the obligations of any party under or in connection with the Letter of Credit, the Financing Documents or the Bonds; (iv) any inability or failure on the part of the Guarantor to perform or comply with the Lease Agreement; (v) any invalidity or unenforceability of, or any impairment, modification or release of liability of the Guarantor under, or any impossibility, impracticability, illegality or frustration of performance by the Guarantor of this Agreement; (vi) the voluntary or involuntary liquidation, dissolution, merger, consolidation, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, moratorium, arrangement, composition with creditors or readjustment of debt of, or other similar proceedings affecting, the Issuer (including any payments to be received by the Issuer under the Lease Agreement in connection with any of the aforementioned proceedings or events), the Credit Obligor or the Guarantor; (vii) any waiver, consent, extension, indulgence or other action or inaction in respect of the Letter of Credit, any Financing Document, or the Bonds, including any modification, amendment or supplement to any of the foregoing, the renewal or extension of the Bonds, the release of any Property subject to the Lien of the Indenture or the Lease Agreement or any other similar act; (viii) any right of setoff, counterclaim or defense, or any act, omission or breach on the part of the Issuer, the Credit Obligor or the Guarantor; (ix) any claim whatsoever against the Issuer; (x) any defect in the title, compliance with specifications, value, condition, design, operation, merchantability, quality, durability or suitability of, consequences of use or misuse of, or unfitness for use of, the Project or any part thereof, any abandonment, destruction, noncompletion, requisition, condemnation, foreclosure of or damage to the Project or any part thereof, or any event of force majeure relating to the Project or any part thereof; (xi) any breach of any representation or warranty relating to the Bonds or the Project; (xii) any release, extinguishment or satisfaction of the Issuer’s obligations to make payments of Debt Service until there have been paid to the Trustee or the Holders in lawful currency of the United States an amount sufficient to pay all Debt Service (including interest on overdue amounts of Debt Service including, to the extent permitted by applicable law, interest) that would have been due and owing to the Holders by the Issuer had the Issuer’s obligations not been so released, extinguished or satisfied; (xiii) the failure to give notice to the Guarantor of the occurrence of any default or event of default under the Bonds, the Letter of Credit or the Financing Documents; (xiv) the compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of any of the parties to any of the Financing Documents (the “Financing Participants”) under the Bonds, the Letter of Credit or the Financing Documents; (xv) any assignment, pledge or mortgage of all or any part of the interest of any of the Financing Participants in the Project or the Trust Estate; (xvi) any waiver of the payment, performance or observance by any of the Financing Participants of any obligation, agreement or covenant of any of them contained in the Bonds, the Letter of Credit or the Financing Documents; (xvii) the extension of the time for payment of Debt Service on the Bonds or any part thereof or of the time for performance of any other obligations, agreements or covenants of any of the Financing Participants under the Bonds, the Letter of Credit or the Financing Documents; (xviii) the modification or amendment (whether material or otherwise) of any obligation, agreement or covenant contained in the Bonds, the Letter of Credit or the Financing Documents; (xix) any failure, omission, or delay on the part of any of the Financing Participants to enforce, assert or exercise any right, power or remedy conferred upon any of them by the Bonds, the Letter of Credit or the Financing Documents; (xx) the bankruptcy, insolvency, reorganization, appointment of a receiver for, or dissolution of any of the Financing Participants, or the entering by any or all of them into an agreement of composition with creditors, or the making by any or all of them of an assignment for the benefit of creditors; (xxi) any rights of set-off, recoupment, counterclaim or other defense, whether similar or dissimilar to the foregoing, which the Guarantor might otherwise have against any of the Financing Participants or any other person; (xxii) the default or failure of any one or more of the Financing Participants to perform fully any obligation, covenant or agreement contained in the Bonds, the Letter of Credit or the Financing Documents; (xxiii) the release or discharge of any one or more of the Financing Participants by operation of law, to the extent that such release or discharge may be lawfully avoided, from the performance or observance of any agreement or covenant contained in the Bonds, the Letter of Credit or the Financing Documents; (xxiv) the invalidity or unenforceability of the Bonds, the Letter of Credit or the Financing Documents or of any provision of such instruments. (b) The Guarantor acknowledges that this Agreement is executed for the benefit of the Holders and the Trustee and that the Bonds will be purchased in reliance on this Agreement. No act of commission or omission of any kind at any time on the part of the Trustee or any Holder in respect of any matter whatsoever shall in any way affect or impair any right, power or benefit of the Trustee, or any Holder under this Agreement and, to the extent permitted by applicable law, no setoff, claim, reduction, diminution of any obligation, or any defense of any kind or nature which the Guarantor may have against the Trustee or any Holder, shall be available against the Trustee or any Holder in any suit or action brought by the Trustee or any Holder to enforce any right, power or benefit under this Agreement. Any conflict or ambiguity between this Agreement and the other Financing Documents shall be interpreted and determined in the manner most favorable to the Trustee and the Holders.

Character of Obligations Hereunder. (a) All obligations of the Guarantor under this Agreement are unconditional, primary, absolute and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, to the fullest extent permitted under applicable law, the obligations of the Guarantor hereunder shall not be subject to or impaired by: (i) any inability or failure on the part of any party thereto to perform or comply with the Letter of Credit, the Credit Obligor Financing Documents or the BondsDocuments; (ii) any invalidity or irregularity in any statutory or other proceedings relating to the formation or existence of the Issuer, to the issuance any of the Bonds Financing Participants, or to the execution and delivery of any Financing Document; (iii) any invalidity or unenforceability of, or any impairment, modification or release of liability of any party under, or any impossibility, impracticability, illegality or frustration of performance by any party of, any of the Letter of Credit, the Credit Obligor Financing Documents or the BondsDocuments, for any reason whatsoever, including, without limitation, any decision by any court invalidating or otherwise affecting the obligations of any party under or in connection with any of the Letter of Credit, the Credit Obligor Financing Documents or the BondsDocuments; (iv) any inability or failure on the part of any of the Guarantor Financing Participants to perform or comply with any of the Lease AgreementCredit Obligor Financing Documents; (v) any invalidity or unenforceability of, or any impairment, modification or release of liability of the Guarantor under, or any impossibility, impracticability, illegality or frustration of performance by the Guarantor of this Agreement; (vi) the voluntary or involuntary liquidation, dissolution, merger, consolidation, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, moratorium, arrangement, composition with creditors or readjustment of debt of, or other similar proceedings affecting, the Issuer (including any payments to be received by the Issuer under the Lease Agreement in connection with any of the aforementioned proceedings or events), the Credit Obligor or the GuarantorFinancing Participants; (vii) any waiver, consent, extension, indulgence or other action or inaction in respect of the Letter of Credit, any Financing Document, or the Bonds, including any modification, amendment or supplement to any of the foregoing, the renewal or extension of the Bonds, the release of any Property subject to the Lien of the Indenture or the Lease Credit Agreement or any other similar act; (viii) any right of setoff, counterclaim or defense, or any act, omission or breach on the part of the IssuerBorrower, the Credit Obligor or the GuarantorGuarantor or any of the other Financing Participants; (ix) any claim whatsoever against the IssuerBorrower or any of the other Financing Participants; (x) any defect in the title, compliance with specifications, value, condition, design, operation, merchantability, quality, durability or suitability of, consequences of use or misuse of, or unfitness for use of, the Project or any part thereof, any abandonment, destruction, noncompletion, requisition, condemnation, foreclosure of or damage to the Project or any part thereof, or any event of force majeure relating to the Project or any part thereof; (xi) any breach of any representation or warranty relating to the Bonds or the Project; (xii) any release, extinguishment or satisfaction of the Issuer’s Borrower's obligations to make payments of Debt Service Obligations until there have been paid to the Trustee or the Holders Credit Obligor in lawful currency of the United States an amount sufficient to pay all Debt Service Obligations (including interest on overdue amounts of Debt Service Obligations including, to the extent permitted by applicable law, interest) that would have been due and owing to the Holders Credit Obligor by the Issuer Borrower had the Issuer’s Borrower's obligations not been so released, extinguished or satisfied; (xiii) the failure to give notice to the Guarantor of the occurrence of any default or event of default under the Bonds, the Letter of Credit or the Obligor Financing Documents; (xiv) the compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of any of the parties to any of the Credit Obligor Financing Documents (the “Financing Participants”) under the Bonds, the Letter of Credit or the Obligor Financing Documents; (xv) any assignment, pledge or mortgage of all or any part of the interest of any of the Financing Participants in the Project or the Trust EstateCollateral; (xvi) any waiver of the payment, performance or observance by any of the Financing Participants of any obligation, agreement or covenant of any of them contained in the Bonds, the Letter of Credit or the Obligor Financing Documents; (xvii) the extension of the time for payment of Debt Service on any amount of the Bonds Obligations or any part thereof or of the time for performance of any other obligations, agreements or covenants of any of the Financing Participants under the Bonds, the Letter of Credit or the Obligor Financing Documents; (xviii) the modification or amendment (whether material or otherwise) of any obligation, agreement or covenant contained in the Bonds, the Letter of Credit or the Obligor Financing Documents; (xix) any failure, omission, or delay on the part of any of the Financing Participants to enforce, assert or exercise any right, power or remedy conferred upon any of them by the Bonds, the Letter of Credit or the Obligor Financing Documents; (xx) the bankruptcy, insolvency, reorganization, appointment of a receiver for, or dissolution of any of the Financing Participants, or the entering by any or all of them into an agreement of composition with creditors, or the making by any or all of them of an assignment for the benefit of creditors; (xxi) any rights of set-off, recoupment, counterclaim or other defense, whether similar or dissimilar to the foregoing, which the Guarantor might otherwise have against any of the Financing Participants or any other person; (xxii) the default or failure of any one or more of the Financing Participants to perform fully any obligation, covenant or agreement contained in the Bonds, the Letter of Credit or the Obligor Financing Documents; (xxiii) the release or discharge of any one or more of the Financing Participants by operation of law, to the extent that such release or discharge may be lawfully avoided, from the performance or observance of any agreement or covenant contained in the Bonds, the Letter of Credit or the Obligor Financing Documents; (xxiv) the invalidity or unenforceability of the Bonds, the Letter of Credit or the Obligor Financing Documents or of any provision of such instruments; or (xxv) any other matter that might otherwise be raised in avoidance of, or in defense against, an action to enforce the obligations of the Guarantor under this Agreement. (b) The Guarantor acknowledges that this Agreement is executed for the benefit of the Holders and the Trustee Credit Obligor and that the Bonds Credit Agreement and the Letter of Credit will be purchased executed and delivered in reliance on this Agreement. No act of commission or omission of any kind at any time on the part of the Trustee or any Holder Credit Obligor in respect of any matter whatsoever shall in any way affect or impair any right, power or benefit of the Trustee, or any Holder Credit Obligor under this Agreement and, to the extent permitted by applicable law, no setoff, claim, reduction, diminution of any obligation, or any defense of any kind or nature which the Guarantor may have against the Trustee or any Holder, Credit Obligor shall be available against the Trustee or any Holder Credit Obligor in any suit or action brought by the Trustee or any Holder Credit Obligor to enforce any right, power or benefit under this Agreement. Any conflict or ambiguity between this Agreement and the other Financing Documents shall be interpreted and determined in the manner most favorable to the Trustee and the Holders.

Character of Obligations Hereunder. (a) All obligations of the Guarantor under this Agreement are joint, several, unconditional, primary, absolute and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, to the fullest extent permitted under applicable law, the obligations of the Guarantor hereunder shall not be subject to or impaired by: (i) any inability or failure on the part of any party thereto to perform or comply with the Letter of Credit, the Financing Documents or the Bonds; (ii) any invalidity or irregularity in any statutory or other proceedings relating to the formation or existence of the Issuer, to the issuance of the Bonds or to the execution and delivery of any Financing Document; (iii) any invalidity or unenforceability of, or any impairment, modification or release of liability of any party under, or any impossibility, impracticability, illegality or frustration of performance by any party part of, the Letter of Credit, the Financing Documents or the Bonds, for any reason whatsoever, including, without limitation, any decision by any court invalidating or otherwise affecting the obligations of any party under or in connection with the Letter of Credit, the Financing Documents or the Bonds; (iv) any inability or failure on the part of the Guarantor to perform or comply with the Lease Agreement; (v) any invalidity or unenforceability of, or any impairment, modification or release of liability of the Guarantor under, or any impossibility, impracticability, illegality or frustration of performance by the Guarantor of this Agreement; (vi) the voluntary or involuntary liquidation, dissolution, merger, consolidation, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, moratorium, arrangement, composition with creditors or readjustment of debt of, or other similar proceedings affecting, the Issuer (including any payments to be received by the Issuer under the Lease Agreement in connection with any of the aforementioned proceedings or events), the Credit Obligor Bank or the Guarantor; (vii) any waiver, consent, extension, indulgence or other action or inaction in respect of the Letter of Credit, any Financing Document, or the Bonds, including any modification, amendment or supplement to any of the foregoing, the renewal or extension of the Bonds, the release of any Property subject to the Lien of the Indenture or the Mortgage or the Lease Agreement or any other similar act; (viii) any right of setoff, counterclaim or defense, or any act, omission or breach on the part of the Issuer, the Credit Obligor Bank or the Guarantor; (ix) any claim whatsoever against the Issuer; (x) any defect in the title, compliance with specifications, value, condition, design, operation, merchantability, quality, durability or suitability of, consequences of use or misuse of, or unfitness for use of, the Project Equipment or any part thereof, any abandonment, destruction, noncompletion, requisition, condemnation, foreclosure of or damage to the Project Equipment or any part thereof, or any event of force majeure relating to the Project Equipment or any part thereof; (xi) any breach of any representation or warranty relating to the Bonds or the ProjectProject Equipment; (xii) any release, extinguishment or satisfaction of the Issuer’s 's obligations to make payments of Debt Service until there have been paid to the Trustee or the Holders in lawful currency of the United States an amount sufficient to pay all Debt Service (including interest on overdue amounts of Debt Service including, to the extent permitted by applicable law, interest) that would have been due and owing to the Holders by the Issuer had the Issuer’s 's obligations not been so released, extinguished or satisfied; (xiii) the failure to give notice to the Guarantor of the occurrence of any default or event of default under the Bonds, the Letter of Credit or the Financing Documents; (xiv) the compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of any of the parties to any of the Financing Documents (the “"Financing Participants”") under the Bonds, the Letter of Credit or the Financing Documents; (xv) any assignment, pledge or mortgage of all or any part of the interest of any of the Financing Participants in the Project Equipment, the Trust Estate or the Trust EstateCollateral; (xvi) any waiver of the payment, performance or observance by any of the Financing Participants of any obligation, agreement or covenant of any of them contained in the Bonds, the Letter of Credit or the Financing Documents; (xvii) the extension of the time for payment of Debt Service on the Bonds or any part thereof or of the time for performance of any other obligations, agreements or covenants of any of the Financing Participants under the Bonds, the Letter of Credit or the Financing Documents; (xviii) the modification or amendment (whether material or otherwise) of any obligation, agreement or covenant contained in the Bonds, the Letter of Credit or the Financing Documents; (xix) any failure, omission, or delay on the part of any of the Financing Participants to enforce, assert or exercise any right, power or remedy conferred upon any of them by the Bonds, the Letter of Credit or the Financing Documents; (xx) the bankruptcy, insolvency, reorganization, appointment of a receiver for, or dissolution of any of the Financing Participants, or the entering by any or all of them into an agreement of composition with creditors, or the making by any or all of them of an assignment for the benefit of creditors; (xxi) any rights of set-off, recoupment, counterclaim or other defense, whether similar or dissimilar to the foregoing, which the Guarantor might otherwise have against any of the Financing Participants or any other person; (xxii) the default or failure of any one or more of the Financing Participants to perform fully any obligation, covenant or agreement contained in the Bonds, the Letter of Credit or the Financing Documents; (xxiii) the release or discharge of any one or more of the Financing Participants by operation of law, to the extent that such release or discharge may be lawfully avoided, from the performance or observance of any agreement or covenant contained in the Bonds, the Letter of Credit or the Financing Documents; (xxiv) the invalidity or unenforceability of the Bonds, the Letter of Credit or any of the Financing Documents or of any provision of such instruments. (b) . The Guarantor acknowledges that this Agreement is executed for the benefit of the Holders and the Trustee and that the Bonds will be purchased in reliance on this Agreement. No act of commission or omission of any kind at any time on the part of the Trustee or any Holder in respect of any matter whatsoever shall in any way affect or impair any right, power or benefit of the Trustee, or any Holder under this Agreement and, to the extent permitted by applicable law, no setoff, claim, reduction, diminution of any obligation, or any defense of any kind or nature which the Guarantor may have against the Trustee or any Holder, shall be available against the Trustee or any Holder in any suit or action brought by the Trustee or any Holder to enforce any right, power or benefit under this Agreement. Any conflict or ambiguity between this Agreement and the other Financing Documents shall be interpreted and determined in the manner most favorable to the Trustee and the Holders. The representations, warranties and covenants of the Guarantor contained in this Agreement, and any other document, instrument and agreement referred to or contemplated by this Agreement, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of the Issuer, any Holder or any other Person, or (ii) delivery of, and payment for, the Bonds.

Character of Obligations Hereunder. (a) All obligations of the Guarantor under this Agreement are unconditional, primary, absolute and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, to the fullest extent permitted under applicable law, the obligations of the Guarantor hereunder shall not be subject to or impaired by: (i) any inability or failure on the part of any party thereto to perform or comply with the Letter of Credit, the Financing Documents or the Bonds; (ii) any invalidity or irregularity in any statutory or other proceedings relating to the formation or existence of the Issuer, to the issuance of the Bonds or to the execution and delivery of any Financing Document; (iii) any invalidity or unenforceability of, or any impairment, modification or release of liability of any party under, or any impossibility, impracticability, illegality or frustration of performance by any party of, the Letter of Credit, the Financing Documents or the Bonds, for any reason whatsoever, including, without limitation, any decision by any court invalidating or otherwise affecting the obligations of any party under or in connection with the Letter of Credit, the Financing Documents or the Bonds; (iv) any inability or failure on the part of the Guarantor to perform or comply with the Lease Agreement; (v) any invalidity or unenforceability of, or any impairment, modification or release of liability of the Guarantor under, or any impossibility, impracticability, illegality or frustration of performance by the Guarantor of this Agreement; (vi) the voluntary or involuntary liquidation, dissolution, merger, consolidation, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, moratorium, arrangement, composition with creditors or readjustment of debt of, or other similar proceedings affecting, the Issuer (including any payments to be received by the Issuer under the Lease Agreement in connection with any of the aforementioned proceedings or events), the Credit Obligor or the Guarantor; (vii) any waiver, consent, extension, indulgence or other action or inaction in respect of the Letter of Credit, any Financing Document, or the Bonds, including any modification, amendment or supplement to any of the foregoing, the renewal or extension of the Bonds, the release of any Property subject to the Lien of the Indenture or the Lease Agreement or any other similar act; (viii) any right of setoff, counterclaim or defense, or any act, omission or breach on the part of the Issuer, the Credit Obligor or the Guarantor; (ix) any claim whatsoever against the Issuer; (x) any defect in the title, compliance with specifications, value, condition, design, operation, merchantability, quality, durability or suitability of, consequences of use or misuse of, or unfitness for use of, the Project or any part thereof, any abandonment, destruction, noncompletion, requisition, condemnation, foreclosure of or damage to the Project or any part thereof, or any event of force majeure FORCE MAJEURE relating to the Project or any part thereof; (xi) any breach of any representation or warranty relating to the Bonds or the Project; (xii) any release, extinguishment or satisfaction of the Issuer’s 's obligations to make payments of Debt Service until there have been paid to the Trustee or the Holders in lawful currency of the United States an amount sufficient to pay all Debt Service (including interest on overdue amounts of Debt Service including, to the extent permitted by applicable law, interest) that would have been due and owing to the Holders by the Issuer had the Issuer’s 's obligations not been so released, extinguished or satisfied; (xiii) the failure to give notice to the Guarantor of the occurrence of any default or event of default under the Bonds, the Letter of Credit or the Financing Documents; (xiv) the compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of any of the parties to any of the Financing Documents (the “Financing Participants”"FINANCING PARTICIPANTS") under the Bonds, the Letter of Credit or the Financing Documents; (xv) any assignment, pledge or mortgage of all or any part of the interest of any of the Financing Participants in the Project or the Trust Estate; (xvi) any waiver of the payment, performance or observance by any of the Financing Participants of any obligation, agreement or covenant of any of them contained in the Bonds, the Letter of Credit or the Financing Documents; (xvii) the extension of the time for payment of Debt Service on the Bonds or any part thereof or of the time for performance of any other obligations, agreements or covenants of any of the Financing Participants under the Bonds, the Letter of Credit or the Financing Documents; (xviii) the modification or amendment (whether material or otherwise) of any obligation, agreement or covenant contained in the Bonds, the Letter of Credit or the Financing Documents; (xix) any failure, omission, or delay on the part of any of the Financing Participants to enforce, assert or exercise any right, power or remedy conferred upon any of them by the Bonds, the Letter of Credit or the Financing Documents; (xx) the bankruptcy, insolvency, reorganization, appointment of a receiver for, or dissolution of any of the Financing Participants, or the entering by any or all of them into an agreement of composition with creditors, or the making by any or all of them of an assignment for the benefit of creditors; (xxi) any rights of set-off, recoupment, counterclaim or other defense, whether similar or dissimilar to the foregoing, which the Guarantor might otherwise have against any of the Financing Participants or any other person; (xxii) the default or failure of any one or more of the Financing Participants to perform fully any obligation, covenant or agreement contained in the Bonds, the Letter of Credit or the Financing Documents; (xxiii) the release or discharge of any one or more of the Financing Participants by operation of law, to the extent that such release or discharge may be lawfully avoided, from the performance or observance of any agreement or covenant contained in the Bonds, the Letter of Credit or the Financing Documents; (xxiv) the invalidity or unenforceability of the Bonds, the Letter of Credit or the Financing Documents or of any provision of such instruments. (b) The Guarantor acknowledges that this Agreement is executed for the benefit of the Holders and the Trustee and that the Bonds will be purchased in reliance on this Agreement. No act of commission or omission of any kind at any time on the part of the Trustee or any Holder in respect of any matter whatsoever shall in any way affect or impair any right, power or benefit of the Trustee, or any Holder under this Agreement and, to the extent permitted by applicable law, no setoff, claim, reduction, diminution of any obligation, or any defense of any kind or nature which the Guarantor may have against the Trustee or any Holder, shall be available against the Trustee or any Holder in any suit or action brought by the Trustee or any Holder to enforce any right, power or benefit under this Agreement. Any conflict or ambiguity between this Agreement and the other Financing Documents shall be interpreted and determined in the manner most favorable to the Trustee and the Holders.

Character of Obligations Hereunder. (a) All obligations of the Guarantor under this Agreement are unconditional, primary, absolute and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, to the fullest extent permitted under applicable law, the obligations of the Guarantor hereunder shall not be subject to or impaired by: (i) any inability or failure ailure on the part of any party thereto to perform or comply with the Letter of Credit, the Credit Obligor Financing Documents or the BondsDocuments; (ii) any invalidity or irregularity in any statutory or other proceedings relating to the formation or existence of the Issuer, to the issuance any of the Bonds Financing Participants, or to the execution and delivery of any Financing Document; (iii) any invalidity or unenforceability of, or any impairment, modification or release of liability of any party under, or any impossibility, impracticability, illegality or frustration of performance by any party of, any of the Letter of Credit, the Credit Obligor Financing Documents or the BondsDocuments, for any reason whatsoever, including, without limitation, any decision by any court invalidating or otherwise affecting the obligations of any party under or in connection with any of the Letter of Credit, the Credit Obligor Financing Documents or the BondsDocuments; (iv) any inability or failure on the part of any of the Guarantor Financing Participants to perform or comply with any of the Lease AgreementCredit Obligor Financing Documents; (v) any invalidity or unenforceability of, or any impairment, modification or release of liability of the Guarantor under, or any impossibility, impracticability, illegality or frustration of performance by the Guarantor of this Agreement; (vi) the voluntary or involuntary liquidation, dissolution, merger, consolidation, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, moratorium, arrangement, composition with creditors or readjustment of debt of, or other similar proceedings affecting, the Issuer (including any payments to be received by the Issuer under the Lease Agreement in connection with any of the aforementioned proceedings or events), the Credit Obligor or the GuarantorFinancing Participants; (vii) any waiver, consent, extension, indulgence or other action or inaction in respect of the Letter of Credit, any Financing Document, or the Bonds, including any modification, amendment or supplement to any of the foregoing, the renewal or extension of the Bonds, the release of any Property subject to the Lien of the Indenture or the Lease Credit Agreement or any other similar act; (viii) any right of setoff, counterclaim or defense, or any act, omission or breach on the part of the IssuerBorrower, the Credit Obligor or the GuarantorGuarantor or any of the other Financing Participants; (ix) any claim whatsoever against the IssuerBorrower or any of the other Financing Participants; (x) any defect in the title, compliance with specifications, value, condition, design, operation, merchantability, quality, durability or suitability of, consequences of use or misuse of, or unfitness for use of, the Project or any part thereof, any abandonment, destruction, noncompletion, requisition, condemnation, foreclosure of or damage to the Project or any part thereof, or any event of force majeure relating to the Project or any part thereof; (xi) any breach of any representation or warranty relating to the Bonds or the Project; (xii) any release, extinguishment or satisfaction of the Issuer’s Borrower's obligations to make payments of Debt Service Obligations until there have been paid to the Trustee or the Holders Credit Obligor in lawful currency of the United States an amount sufficient to pay all Debt Service Obligations (including interest on overdue amounts of Debt Service Obligations including, to the extent permitted by applicable law, interest) that would have been due and owing to the Holders Credit Obligor by the Issuer Borrower had the Issuer’s Borrower's obligations not been so released, extinguished or satisfied; (xiii) the failure to give notice to the Guarantor of the occurrence of any default or event of default under the Bonds, the Letter of Credit or the Obligor Financing Documents; (xiv) the compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of any of the parties to any of the Credit Obligor Financing Documents (the “Financing Participants”) under the Bonds, the Letter of Credit or the Obligor Financing Documents; (xv) any assignment, pledge or mortgage of all or any part of the interest of any of the Financing Participants in the Project or the Trust EstateCollateral; (xvi) any waiver of the payment, performance or observance by any of the Financing Participants of any obligation, agreement or covenant of any of them contained in the Bonds, the Letter of Credit or the Obligor Financing Documents; (xvii) the extension of the time for payment of Debt Service on any amount of the Bonds Obligations or any part thereof or of the time for performance of any other obligations, agreements or covenants of any of the Financing Participants under the Bonds, the Letter of Credit or the Obligor Financing Documents; (xviii) the modification or amendment (whether material or otherwise) of any obligation, agreement or covenant contained in the Bonds, the Letter of Credit or the Obligor Financing Documents; (xix) any failure, omission, or delay on the part of any of the Financing Participants to enforce, assert or exercise any right, power or remedy conferred upon any of them by the Bonds, the Letter of Credit or the Obligor Financing Documents; (xx) the bankruptcy, insolvency, reorganization, appointment of a receiver for, or dissolution of any of the Financing Participants, or the entering by any or all of them into an agreement of composition with creditors, or the making by any or all of them of an assignment for the benefit of creditors; (xxi) any rights of set-off, recoupment, counterclaim or other defense, whether similar or dissimilar to the foregoing, which the Guarantor might otherwise have against any of the Financing Participants or any other person; (xxii) the default or failure of any one or more of the Financing Participants to perform fully any obligation, covenant or agreement contained in the Bonds, the Letter of Credit or the Obligor Financing Documents; (xxiii) the release or discharge of any one or more of the Financing Participants by operation of law, to the extent that such release or discharge may be lawfully avoided, from the performance or observance of any agreement or covenant contained in the Bonds, the Letter of Credit or the Obligor Financing Documents; (xxiv) the invalidity or unenforceability of the Bonds, the Letter of Credit or the Obligor Financing Documents or of any provision of such instruments; or (xxv) any other matter that might otherwise be raised in avoidance of, or in defense against, an action to enforce the obligations of the Guarantor under this Agreement. (b) The Guarantor acknowledges that this Agreement is executed for the benefit of the Holders and the Trustee Credit Obligor and that the Bonds Credit Agreement and the Letter of Credit will be purchased executed and delivered in reliance on this Agreement. No act of commission or omission of any kind at any time on the part of the Trustee or any Holder Credit Obligor in respect of any matter whatsoever shall in any way affect or impair any right, power or benefit of the Trustee, or any Holder Credit Obligor under this Agreement and, to the extent permitted by applicable law, no setoff, claim, reduction, diminution of any obligation, or any defense of any kind or nature which the Guarantor may have against the Trustee or any Holder, Credit Obligor shall be available against the Trustee or any Holder Credit Obligor in any suit or action brought by the Trustee or any Holder Credit Obligor to enforce any right, power or benefit under this Agreement. Any conflict or ambiguity between this Agreement and the other Financing Documents shall be interpreted and determined in the manner most favorable to the Trustee and the Holders.

Character of Obligations Hereunder. (a) All obligations of the Guarantor under this Agreement are unconditional, primary, absolute and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, to the fullest extent permitted under applicable law, the obligations of the Guarantor hereunder shall not be subject to or impaired by: (i) any inability or failure on the part of any party thereto to perform or comply with the Letter of Credit, the Financing Documents or the Bonds; (ii) any invalidity or irregularity in any statutory or other proceedings relating to the formation or existence of any of the IssuerFinancing Participants, to the issuance of the Bonds or to the execution and delivery of any Financing Document; (iii) any invalidity or unenforceability of, or any impairment, modification or release of liability of any party under, or any impossibility, impracticability, illegality or frustration of performance by any party of, the Letter any of Credit, the Financing Documents or the Bonds, for any reason whatsoever, including, without limitation, any decision by any court invalidating or otherwise affecting the obligations of any party under or in connection with the Letter any of Credit, the Financing Documents or the Bonds; (iv) any inability or failure on the part of any of the Guarantor Financing Participants to perform or comply with any of the Lease AgreementFinancing Documents; (v) any invalidity or unenforceability of, or any impairment, modification or release of liability of the Guarantor under, or any impossibility, impracticability, illegality or frustration of performance by the Guarantor of this Agreement; (vi) the voluntary or involuntary liquidation, dissolution, merger, consolidation, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, moratorium, arrangement, composition with creditors or readjustment of debt of, or other similar proceedings affecting, the Issuer (including any payments to be received by the Issuer under the Lease Agreement in connection with any of the aforementioned proceedings or events), the Credit Obligor or the GuarantorFinancing Participants; (vii) any waiver, consent, extension, indulgence or other action or inaction in respect of the Letter of Credit, any Financing Document, Document or the Bonds, including any modification, amendment or supplement to any of the foregoing, the renewal or extension of the Bonds, the release of any Property subject to the Lien of the Indenture or the Lease Deed of Trust, or the Loan Agreement or any other similar act; (viii) any right of setoff, counterclaim or defense, or any act, omission or breach on the part of the IssuerBorrower, the Credit Obligor or the GuarantorGuarantor or any of the other Financing Participants; (ix) any claim whatsoever against the IssuerBorrower or the Issuer or any of the other Financing Participants; (x) any defect in the title, compliance with specifications, value, condition, design, operation, merchantability, quality, durability or suitability of, consequences of use or misuse of, or unfitness for use of, the Project or any part thereof, any abandonment, destruction, noncompletion, requisition, condemnation, foreclosure of or damage to the Project or any part thereof, or any event of force majeure relating to the Project or any part thereof; ; (xi) any breach of any representation or warranty relating to the Bonds or the Project; (xii) any release, extinguishment or satisfaction of the Issuer’s obligations to make payments of Debt Service until there have been paid to the Trustee or the Holders in lawful currency of the United States an amount sufficient to pay all Debt Service (including interest on overdue amounts of Debt Service including, to the extent permitted by applicable law, interest) that would have been due and owing to the Holders by the Issuer had the Issuer’s obligations not been so released, extinguished or satisfied; (xiii) the failure to give notice to the Guarantor of the occurrence of any default or event of default under the Bonds, the Letter of Credit or the Financing Documents; (xiv) the compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of any of the parties to any of the Financing Documents (the “Financing Participants”) under the Bonds, the Letter of Credit or the Financing Documents; (xv) any assignment, pledge or mortgage of all or any part of the interest of any of the Financing Participants in the Project or the Trust Estate; (xvi) any waiver of the payment, performance or observance by any of the Financing Participants of any obligation, agreement or covenant of any of them contained in the Bonds, the Letter of Credit or the Financing Documents; (xvii) the extension of the time for payment of Debt Service on the Bonds or any part thereof or of the time for performance of any other obligations, agreements or covenants of any of the Financing Participants under the Bonds, the Letter of Credit or the Financing Documents; (xviii) the modification or amendment (whether material or otherwise) of any obligation, agreement or covenant contained in the Bonds, the Letter of Credit or the Financing Documents; (xix) any failure, omission, or delay on the part of any of the Financing Participants to enforce, assert or exercise any right, power or remedy conferred upon any of them by the Bonds, the Letter of Credit or the Financing Documents; (xx) the bankruptcy, insolvency, reorganization, appointment of a receiver for, or dissolution of any of the Financing Participants, or the entering by any or all of them into an agreement of composition with creditors, or the making by any or all of them of an assignment for the benefit of creditors; (xxi) any rights of set-off, recoupment, counterclaim or other defense, whether similar or dissimilar to the foregoing, which the Guarantor might otherwise have against any of the Financing Participants or any other person; (xxii) the default or failure of any one or more of the Financing Participants to perform fully any obligation, covenant or agreement contained in the Bonds, the Letter of Credit or the Financing Documents; (xxiii) the release or discharge of any one or more of the Financing Participants by operation of law, to the extent that such release or discharge may be lawfully avoided, from the performance or observance of any agreement or covenant contained in the Bonds, the Letter of Credit or the Financing Documents; (xxiv) the invalidity or unenforceability of the Bonds, the Letter of Credit or the Financing Documents or of any provision of such instruments. (b) The Guarantor acknowledges that this Agreement is executed for the benefit of the Holders and the Trustee and that the Bonds will be purchased in reliance on this Agreement. No act of commission or omission of any kind at any time on the part of the Trustee or any Holder in respect of any matter whatsoever shall in any way affect or impair any right, power or benefit of the Trustee, or any Holder under this Agreement and, to the extent permitted by applicable law, no setoff, claim, reduction, diminution of any obligation, or any defense of any kind or nature which the Guarantor may have against the Trustee or any Holder, shall be available against the Trustee or any Holder in any suit or action brought by the Trustee or any Holder to enforce any right, power or benefit under this Agreement. Any conflict or ambiguity between this Agreement and the other Financing Documents shall be interpreted and determined in the manner most favorable to the Trustee and the Holders.

Character of Obligations Hereunder. (a) All obligations of the Guarantor under this Agreement are unconditional, primary, absolute and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, to the fullest extent permitted under applicable law, the obligations of the Guarantor hereunder shall not be subject to or impaired by: (i) any inability or failure on the part of any party thereto to perform or comply with the Letter of Credit, the Financing Documents or the Bonds; (ii) any invalidity or irregularity in any statutory or other proceedings relating to the formation or existence of any of the IssuerFinancing Participants, to the issuance of the Bonds or to the execution and delivery of any Financing Document; (iii) any invalidity or unenforceability of, or any impairment, modification or release of liability of any party under, or any impossibility, impracticability, illegality or frustration of performance by any party of, the Letter any of Credit, the Financing Documents or the Bonds, for any reason whatsoever, including, without limitation, any decision by any court invalidating or otherwise affecting the obligations of any party under or in connection with the Letter any of Credit, the Financing Documents or the Bonds; (iv) any inability or failure on the part of any of the Guarantor Financing Participants to perform or comply with any of the Lease AgreementFinancing Documents; (v) any invalidity or unenforceability of, or any impairment, modification or release of liability of the Guarantor under, or any impossibility, impracticability, illegality or frustration of performance by the Guarantor of this Agreement; (vi) the voluntary or involuntary liquidation, dissolution, merger, consolidation, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, moratorium, arrangement, composition with creditors or readjustment of debt of, or other similar proceedings affecting, the Issuer (including any payments to be received by the Issuer under the Lease Agreement in connection with any of the aforementioned proceedings or events), the Credit Obligor or the GuarantorFinancing Participants; (vii) any waiver, consent, extension, indulgence or other action or inaction in respect of the Letter of Credit, any Financing Document, Document or the Bonds, including any modification, amendment or supplement to any of the foregoing, the renewal or extension of the Bonds, the release of any Property subject to the Lien of the Indenture or the Lease Deed of Trust, or the Loan Agreement or any other similar act; (viii) any right of setoff, counterclaim or defense, or any act, omission or breach on the part of the IssuerBorrower, the Credit Obligor or the GuarantorGuarantor or any of the other Financing Participants; (ix) any claim whatsoever against the IssuerBorrower or the Issuer or any of the other Financing Participants; (x) any defect in the title, compliance with specifications, value, condition, design, operation, merchantability, quality, durability or suitability of, consequences of use or misuse of, or unfitness for use of, the Project or any part thereof, any abandonment, destruction, noncompletion, requisition, condemnation, foreclosure of or damage to the Project or any part thereof, or any event of force majeure relating to the Project or any part thereof; (xi) any breach of any representation or warranty relating to the Bonds or the Project; (xii) any release, extinguishment or satisfaction of the Issuer’s Borrower's obligations to make payments of Debt Service Obligations until there have been paid to the Trustee or the Holders Credit Obligor in lawful currency of the United States an amount sufficient to pay all Debt Service Obligations (including interest on overdue amounts of Debt Service Obligations including, to the extent permitted by applicable law, interest) that would have been due and owing to the Holders Credit Obligor by the Issuer Borrower had the Issuer’s Borrower's obligations not been so released, extinguished or satisfied; (xiii) the failure to give notice to the Guarantor of the occurrence of any default or event of default under the Bonds, the Letter Bonds or any of Credit or the Financing Documents; (xiv) the compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of any of the parties to any of the Financing Documents (the “Financing Participants”) under the Bonds, the Letter of Credit Bonds or the Financing Documents; (xv) any assignment, pledge or mortgage of all or any part of the interest of any of the Financing Participants in the Project or the Trust EstateCollateral; (xvi) any waiver of the payment, performance or observance by any of the Financing Participants of any obligation, agreement or covenant of any of them contained in the Bonds, the Letter of Credit Bonds or the Financing Documents; (xvii) the extension of the time for payment of Debt Service on any amount of the Bonds Obligations or any part thereof or of the time for performance of any other obligations, agreements or covenants of any of the Financing Participants under the Bonds, the Letter of Credit Bonds or the Financing Documents; (xviii) the modification or amendment (whether material or otherwise) of any obligation, agreement or covenant contained in the Bonds, the Letter of Credit Bonds or the Financing Documents; (xix) any failure, omission, or delay on the part of any of the Financing Participants to enforce, assert or exercise any right, power or remedy conferred upon any of them by the Bonds, the Letter of Credit Bonds or the Financing Documents; (xx) the bankruptcy, insolvency, reorganization, appointment of a receiver for, or dissolution of any of the Financing Participants, or the entering by any or all of them into an agreement of composition with creditors, or the making by any or all of them of an assignment for the benefit of creditors; (xxi) any rights of set-off, recoupment, counterclaim or other defense, whether similar or dissimilar to the foregoing, which the Guarantor might otherwise have against any of the Financing Participants or any other person; (xxii) the default or failure of any one or more of the Financing Participants to perform fully any obligation, covenant or agreement contained in the Bonds, the Letter of Credit Bonds or the Financing Documents; (xxiii) the release or discharge of any one or more of the Financing Participants by operation of law, to the extent that such release or discharge may be lawfully avoided, from the performance or observance of any agreement or covenant contained in the Bonds, the Letter of Credit Bonds or the Financing Documents; (xxiv) the invalidity or unenforceability of the Bonds, the Letter of Credit Bonds or the Financing Documents or of any provision of such instruments; or (xxv) any other matter that might otherwise be raised in avoidance of, or in defense against, an action to enforce the obligations of the Guarantor under this Agreement. (b) The Guarantor acknowledges that this Agreement is executed for the benefit of the Holders and the Trustee Credit Obligor and that the Bonds Credit Agreement and the Letter of Credit will be purchased executed and delivered in reliance on this Agreement. No act of commission or omission of any kind at any time on the part of the Trustee or any Holder Credit Obligor in respect of any matter whatsoever shall in any way affect or impair any right, power or benefit of the Trustee, or any Holder Credit Obligor under this Agreement and, to the extent permitted by applicable law, no setoff, claim, reduction, diminution of any obligation, or any defense of any kind or nature which the Guarantor may have against the Trustee or any Holder, Credit Obligor shall be available against the Trustee or any Holder Credit Obligor in any suit or action brought by the Trustee or any Holder Credit Obligor to enforce any right, power or benefit under this Agreement. Any conflict or ambiguity between this Agreement and the other Financing Documents shall be interpreted and determined in the manner most favorable to the Trustee and the Holders.