Common use of General Provisions Relating to the Guarantee Clause in Contracts

General Provisions Relating to the Guarantee. (a) Each and every default in performance or observance of any of the Guaranteed Obligations by Project Co shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs. (b) The Guarantee herein provided for shall be a continuing, absolute and unconditional guarantee of performance and observance of the Guaranteed Obligations and shall remain in full force and effect until each and all of the Guaranteed Obligations shall have been fully and satisfactorily discharged in accordance with the terms and provisions of the Project Agreement and Construction Guarantor shall have fully and satisfactorily discharged all of its obligations under this Guarantee. (c) The liability of Construction Guarantor hereunder shall remain in full force and effect irrespective of and shall in no way be affected or impaired by (and no notice to Construction Guarantor shall be required in respect of): (i) any compromise, waiver, renewal, extension, indulgence, amendment, addition, deletion, change in, modification of, or release of any security (including any other guarantee, letter of credit or bond) for or in respect of any of the Guaranteed Obligations; (ii) any amalgamation, merger or consolidation of Project Co or Construction Guarantor or any sale, lease or transfer of any of the assets of Project Co or Construction Guarantor; (iii) any Change in the Ownership of Project Co or Construction Guarantor; (iv) any Delay Event (it being acknowledged, however, that the performance of the Guaranteed Obligations shall be extended accordingly); (v) any change in the financial condition of Project Co or Construction Guarantor; (vi) any Project Co Event of Default described in Section 25.1(a)(i) of the Project Agreement, or any resulting release, stay or discharge of any Guaranteed Obligation; (vii) any lack or limitation of power, incapacity or disability on the part of Project Co or any other irregularity, defect or informality on the part of Project Co with respect to the Guaranteed Obligations; (viii) any provision of any laws, statutes, rules or regulations of general application in relation to suretyship or any other circumstance that might constitute, under law generally applicable to suretyship, a defence available to, or a discharge of, Construction Guarantor in respect of the Guaranteed Obligations or this Guarantee; (ix) the exercise of any rights under the Lending Agreements, including the right of Lender to cure any Project Co Event of Default by or on behalf of Project Co hereunder and/or to assume the obligations of Project Co and complete the Work in the manner provided in the Project Agreement; (x) the assignment by Owner in accordance with the provisions of Section 38.2 of the Project Agreement; or (xi) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing that, under law generally applicable to suretyship, might otherwise constitute a legal or equitable defence or discharge of the liabilities of a guarantor or surety that might otherwise limit recourse against Construction Guarantor. (d) The obligations and liabilities of Construction Guarantor hereunder shall not be impaired, diminished, abated or otherwise affected by the commencement by or against Project Co or Construction Guarantor of any proceedings under any bankruptcy or insolvency law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, compositions or extension or other similar laws. (e) Owner shall not be bound to exhaust its recourse against Project Co or others or any securities (including the Security described in Schedule 13 of the Project Agreement) or other guarantees it may at any time hold before being entitled to performance of the Guaranteed Obligations by the Construction Guarantor and Construction Guarantor renounces all benefits of discussion and division. (f) It is the intent and purpose hereof that Construction Guarantor shall not be entitled to and does hereby waive any and all defences which are, under law generally applicable to suretyship, available to a guarantor, sureties and other secondary parties at law or in equity. Without limiting the generality of the foregoing, Construction Guarantor hereby waives notice of acceptance of this Guarantee and of the non-performance by Project Co, diligence, presentment, protest, dishonour, demand for performance from Owner and notice of non- performance or failure to perform on the part of Project Co and all other notices whatsoever. The Guarantee hereunder is a guarantee of performance and compliance. In order to hold Construction Guarantor liable hereunder, there shall be no obligation on the part of Owner at any time to demand or resort for performance to Project Co, its properties or assets or to any security, property or other rights or remedies whatsoever, nor shall there be any requirement that Project Co be joined as a party to any proceeding for the enforcement of any provision of this Guarantee and Owner shall have the right to enforce the provisions of this Guarantee irrespective of whether or not legal proceedings or other enforcement efforts against Project Co are pending, seeking resort to or realization upon or from any of the foregoing. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when from time to time, Project Co shall default under or with respect to any of the Guaranteed Obligations, and that, notwithstanding recovery hereunder for or in respect of any such default, the Guarantee herein shall remain in full force and effect unamended and shall apply to each and every subsequent default. (g) Without prejudice to and without releasing, discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of Construction Guarantor under this Guarantee and without in any way requiring the consent of or giving notice to Construction Guarantor, Owner may grant time, renewals, extensions, indulgences, releases and discharges to and accept compositions from or otherwise deal with Project Co and/or Construction Guarantor or others, including any other guarantor, as Owner may see fit and Owner may take, abstain from taking or perfecting, vary, exchange, renew, discharge, give up, realize on or otherwise deal with security and guarantees in such manner as Owner may see fit. (h) Neither an action or proceeding brought under this Guarantee regarding the Guaranteed Obligations nor any judgment or recovery in consequence of that action or proceeding operates as a ban or defence action or defence to any further action that may be brought under this Guarantee. Construction Guarantor acknowledges that, if judgment is granted on an action or proceeding commenced under this Guarantee, the obligations of Construction Guarantor to Owner do not merge with or end Construction Guarantor’s obligations hereunder. (i) The liability of Construction Guarantor under this Guarantee shall arise forthwith after demand has been made in writing on Construction Guarantor. (j) Construction Guarantor agrees to pay to Owner any and all reasonable and direct out-of-pocket costs and expenses, including reasonable legal fees (on a substantial indemnity basis) incurred by it in connection with enforcing any of its rights hereunder.

General Provisions Relating to the Guarantee. (a) Each and every default in performance or observance of any of the Guaranteed Obligations by Project Co shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs. (b) The Guarantee herein provided for shall be a continuing, absolute and unconditional guarantee of performance and observance of the Guaranteed Obligations and shall remain in full force and effect until each and all of the Guaranteed Obligations shall have been fully and satisfactorily discharged in accordance with the terms and provisions of the Project Agreement and Construction Guarantor shall have fully and satisfactorily discharged all of its obligations under this Guarantee. (c) The liability of Construction Guarantor hereunder shall remain in full force and effect irrespective of and shall in no way be affected or impaired by (and no notice to Construction Guarantor shall be required in respect of): (i) any compromise, waiver, renewal, extension, indulgence, amendment, addition, deletion, change in, modification of, or release of any security (including any other guarantee, letter of credit or bond) for or in respect of any of the Guaranteed Obligations; (ii) any amalgamation, merger or consolidation of Project Co or Construction Guarantor or any sale, lease or transfer of any of the assets of Project Co or Construction Guarantor; (iii) any Change in the Ownership of Project Co or Construction Guarantor; (iv) any Delay Event (it being acknowledged, however, that the performance of the Guaranteed Obligations shall be extended accordingly); (v) any change in the financial condition of Project Co or Construction Guarantor; (vi) any Project Co Event of Default described in Section 25.1(a)(i) of the Project Agreement, or any resulting release, stay or discharge of any Guaranteed Obligation; (vii) any lack or limitation of power, incapacity or disability on the part of Project Co or any other irregularity, defect or informality on the part of Project Co with respect to the Guaranteed Obligations; (viii) any provision of any laws, statutes, rules or regulations of general application in relation to suretyship or any other circumstance that might constitute, under law generally applicable to suretyship, a defence available to, or a discharge of, Construction Guarantor in respect of the Guaranteed Obligations or this Guarantee; (ix) the exercise of any rights under the Lending Agreements, including the right of Lender to cure any Project Co Event of Default by or on behalf of Project Co hereunder and/or to assume the obligations of Project Co and complete the Work in the manner provided in the Project Agreement; (x) the assignment by Owner in accordance with the provisions of Section 38.2 of the Project Agreement; or (xi) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing that, under law generally applicable to suretyship, might otherwise constitute a legal or equitable defence or discharge of the liabilities of a guarantor or surety that might otherwise limit recourse against Construction Guarantor. (d) The obligations and liabilities of Construction Guarantor hereunder shall not be impaired, diminished, abated or otherwise affected by the commencement by or against Project Co or Construction Guarantor of any proceedings under any bankruptcy or insolvency law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, compositions or extension or other similar laws. (e) Owner shall not be bound to exhaust its recourse against Project Co or others or any securities (including the Security described in Schedule 13 of the Project Agreement) or other guarantees it may at any time hold before being entitled to performance of the Guaranteed Obligations by the Construction Guarantor and Construction Guarantor renounces all benefits of discussion and division. (f) It is the intent and purpose hereof that Construction Guarantor shall not be entitled to and does hereby waive any and all defences which are, under law generally applicable to suretyship, available to a guarantor, sureties and other secondary parties at law or in equity. Without limiting the generality of the foregoing, Construction Guarantor hereby waives notice of acceptance of this Guarantee and of the non-non- performance by Project Co, diligence, presentment, protest, dishonour, demand for performance from Owner and notice of non- non-performance or failure to perform on the part of Project Co and all other notices whatsoever. The Guarantee hereunder is a guarantee of performance and compliance. In order to hold Construction Guarantor liable hereunder, there shall be no obligation on the part of Owner at any time to demand or resort for performance to Project Co, its properties or assets or to any security, property or other rights or remedies whatsoever, nor shall there be any requirement that Project Co be joined as a party to any proceeding for the enforcement of any provision of this Guarantee and Owner shall have the right to enforce the provisions of this Guarantee irrespective of whether or not legal proceedings or other enforcement efforts against Project Co are pending, seeking resort to or realization upon or from any of the foregoing. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when from time to time, Project Co shall default under or with respect to any of the Guaranteed Obligations, and that, notwithstanding recovery hereunder for or in respect of any such default, the Guarantee herein shall remain in full force and effect unamended and shall apply to each and every subsequent default. (g) Without prejudice to and without releasing, discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of Construction Guarantor under this Guarantee and without in any way requiring the consent of or giving notice to Construction Guarantor, Owner may grant time, renewals, extensions, indulgences, releases and discharges to and accept compositions from or otherwise deal with Project Co and/or Construction Guarantor or others, including any other guarantor, as Owner may see fit and Owner may take, abstain from taking or perfecting, vary, exchange, renew, discharge, give up, realize on or otherwise deal with security and guarantees in such manner as Owner may see fit. (h) Neither an action or proceeding brought under this Guarantee regarding the Guaranteed Obligations nor any judgment or recovery in consequence of that action or proceeding operates as a ban or defence action or defence to any further action that may be brought under this Guarantee. Construction Guarantor acknowledges that, if judgment is granted on an action or proceeding commenced under this Guarantee, the obligations of Construction Guarantor to Owner do not merge with or end Construction Guarantor’s obligations hereunder. (i) The liability of Construction Guarantor under this Guarantee shall arise forthwith after demand has been made in writing on Construction Guarantor. (j) Construction Guarantor agrees to pay to Owner any and all reasonable and direct out-out- of-pocket costs and expenses, including reasonable legal fees (on a substantial indemnity basis) incurred by it in connection with enforcing any of its rights hereunder.

General Provisions Relating to the Guarantee. (a) Each and every default in performance or observance of any of the Guaranteed Obligations by Project Co shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs. (b) The Guarantee herein provided for shall be a continuing, absolute and unconditional guarantee of performance and observance of the Guaranteed Obligations and shall remain in full force and effect until each and all of the Guaranteed Obligations shall have been fully and satisfactorily discharged in accordance with the terms and provisions of the Project Agreement and Construction Guarantor shall have fully and satisfactorily discharged all of its obligations under this Guarantee. (c) The liability of Construction Guarantor hereunder shall remain in full force and effect irrespective of and shall in no way be affected or impaired by (and no notice to Construction Guarantor shall be required in respect of): (i) any compromise, waiver, renewal, extension, indulgence, amendment, addition, deletion, change in, modification of, or release of any security (including any other guarantee, letter of credit or bond) for or in respect of any of the Guaranteed Obligations; (ii) any amalgamation, merger or consolidation of Project Co or Construction Guarantor or any sale, lease or transfer of any of the assets of Project Co or Construction Guarantor; (iii) any Change in the Ownership of Project Co or Construction Guarantor; (iv) any Delay Event (it being acknowledged, however, that the performance of the Guaranteed Obligations shall be extended accordingly); (v) any change in the financial condition of Project Co or Construction Guarantor; (vi) any Project Co Event of Default described in Section 25.1(a)(i) of the Project Agreement, or any resulting release, stay or discharge of any Guaranteed Obligation; (vii) any lack or limitation of power, incapacity or disability on the part of Project Co or any other irregularity, defect or informality on the part of Project Co with respect to the Guaranteed Obligations; (viii) any provision of any laws, statutes, rules or regulations of general application in relation to suretyship or any other circumstance that might constitute, under law generally applicable to suretyship, a defence available to, or a discharge of, Construction Guarantor in respect of the Guaranteed Obligations or this Guarantee; (ix) the exercise of any rights under the Lending Agreements, including the right of Lender to cure any Project Co Event of Default by or on behalf of Project Co hereunder and/or to assume the obligations of Project Co and complete the Work in the manner provided in the Project Agreement; (x) the assignment by Owner in accordance with the provisions of Section 38.2 of the Project Agreement; or (xi) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing that, under law generally applicable to suretyship, might otherwise constitute a legal or equitable defence or discharge of the liabilities of a guarantor or surety that might otherwise limit recourse against Construction Guarantor. (d) The obligations and liabilities of Construction Guarantor hereunder shall not be impaired, diminished, abated or otherwise affected by the commencement by or against Project Co or Construction Guarantor of any proceedings under any bankruptcy or insolvency law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, compositions or extension or other similar laws. (e) Owner shall not be bound to exhaust its recourse against Project Co or others or any securities (including the Security described in Schedule 13 of the Project Agreement) or other guarantees it may at any time hold before being entitled to performance of the Guaranteed Obligations by the Construction Guarantor and Construction Guarantor renounces all benefits of discussion and division. (f) It is the intent and purpose hereof that Construction Guarantor shall not be entitled to and does hereby waive any and all defences which are, under law generally applicable to suretyship, available to a guarantor, sureties and other secondary parties at law or in equity. Without limiting the generality of the foregoing, Construction Guarantor hereby waives notice of acceptance of this Guarantee and of the non-performance by Project Co, diligence, presentment, protest, dishonour, demand for performance from Owner and notice of non- non-performance or failure to perform on the part of Project Co and all other notices whatsoever. The Guarantee hereunder is a guarantee of performance and compliance. In order to hold Construction Guarantor liable hereunder, there shall be no obligation on the part of Owner at any time to demand or resort for performance to Project Co, its properties or assets or to any security, property or other rights or remedies whatsoever, nor shall there be any requirement that Project Co be joined as a party to any proceeding for the enforcement of any provision of this Guarantee and Owner shall have the right to enforce the provisions of this Guarantee irrespective of whether or not legal proceedings or other enforcement efforts against Project Co are pending, seeking resort to or realization upon or from any of the foregoing. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when from time to time, Project Co shall default under or with respect to any of the Guaranteed Obligations, and that, notwithstanding recovery hereunder for or in respect of any such default, the Guarantee guarantee herein shall remain in full force and effect unamended and shall apply to each and every subsequent default. (g) Without prejudice to and without releasing, discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of Construction Guarantor under this Guarantee and without in any way requiring the consent of or giving notice to Construction Guarantor, Owner may grant time, renewals, extensions, indulgences, releases and discharges to and accept compositions from or otherwise deal with Project Co and/or Construction Guarantor or others, including any other guarantor, as Owner may see fit and Owner may take, abstain from taking or perfecting, vary, exchange, renew, discharge, give up, realize on or otherwise deal with security and guarantees in such manner as Owner may see fit. (h) Neither an action or proceeding brought under this Guarantee regarding the Guaranteed Obligations nor any judgment or recovery in consequence of that action or proceeding operates as a ban or defence action or defence to any further action that may be brought under this Guarantee. Construction Guarantor acknowledges that, if judgment is granted on an action or proceeding commenced under this Guarantee, the obligations of Construction Guarantor to Owner do not merge with or end Construction Guarantor’s obligations hereunder. (i) The liability of Construction Guarantor under this Guarantee shall arise forthwith after demand has been made in writing on Construction Guarantor. (j) Construction Guarantor agrees to pay to Owner any and all reasonable and direct out-of-pocket costs and expenses, including reasonable legal fees (on a substantial indemnity basis) incurred by it in connection with enforcing any of its rights hereunder.

General Provisions Relating to the Guarantee. (a) Each and every default in any payment or performance or observance of any obligation of the Guaranteed Obligations by Project Co Lessee under the Operative Agreements shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as for each such default occursdefault. (b) The Guarantee herein provided for This Agreement shall be a continuing, absolute and unconditional guarantee guaranty of payment and performance and observance not of the Guaranteed Obligations collection and shall remain in full force and effect until each and all of the Guaranteed Obligations obligations of the Lessee guaranteed hereunder shall have been fully fully, satisfactorily and satisfactorily indefeasibly discharged in accordance with the terms and provisions of the Project Agreement Operative Agreements and Construction until each Guarantor shall have fully fully, satisfactorily and satisfactorily indefeasibly discharged all of its obligations under this GuaranteeAgreement. (c) The This Agreement and the liability of Construction each Guarantor hereunder shall remain in full force and effect irrespective of and shall in no way be affected or impaired by (and no notice to Construction any Guarantor shall be required in respect of): (i) the illegality, invalidity, irregularity or unenforceability of the Operative Agreements, or any of them, or of any assignment, amendment, modification or termination of the Operative Agreements, or any of them, or any subleasing or further subleasing of the Equipment, any compromise, waiver, settlement, release, renewal, extension, indulgence, amendment, addition, deletion, change in, modification of, or release of any security (including any other guaranteefor, letter of credit or bond) for or in respect of any of the Guaranteed Obligationsobligations and liabilities of the Lessee under the Operative Agreements, or any of them, or any redelivery, repossession, sale, transfer or other disposition, surrender or destruction of the Equipment, in whole or part; (ii) the transfer, assignment, subletting or mortgaging or the purported transfer, assignment, subletting or mortgaging of all or any amalgamationpart of the interest of the Lessor Trustee, any Certificate Holder or the Lessee in the Equipment; (iii) any failure of title with respect to the Lessor Trustee's, any Certificate Holder's or the Lessee's interest in the Equipment; (iv) any failure, neglect or omission on the part of the Lessor Trustee, the Agent, any Certificate Holder or any other Person to give any Guarantor notice of the occurrence of any default, Default or Event of Default by the Lessee under the Operative Agreements, or any of them, or to realize upon any obligations or liabilities of the Lessee, or to obtain any insurance on the Equipment, or to establish or maintain the priority or perfection of any interest in the Equipment or any other property included in the Lessor Trust Estate; (v) any defect in the compliance with specifications, condition, design, operation or fitness for use of, or any damage to or loss or destruction of, or any interruption or cessation in the use of the Equipment or any portion thereof by the Lessee or any other Person for any reason whatsoever (including, without limitation, any governmental prohibition or restriction, condemnation, requisition, seizure or any other act on the part of any governmental or military authority, or any act of God or of the public enemy, including without limitation terrorists and criminals) regardless of the duration thereof (even though such duration would otherwise constitute a frustration of purpose of the Lease), whether or not with fault on the part of the Lessee, the Lessor Trustee, the Agent, any Certificate Holder or any other Person; (vi) any merger or consolidation of Project Co the Lessee or Construction any Guarantor into or with any other Person or any sale, lease or transfer of any of the assets of Project Co or Construction Guarantor; (iii) any Change in the Ownership of Project Co or Construction Guarantor; (iv) any Delay Event (it being acknowledged, however, that the performance of the Guaranteed Obligations shall be extended accordingly); (v) any change in the financial condition of Project Co or Construction Guarantor; (vi) any Project Co Event of Default described in Section 25.1(a)(i) of the Project Agreement, Lessee or any resulting release, stay or discharge of Guarantor to any Guaranteed Obligationother Person; (vii) any lack or limitation of power, incapacity or disability on change in the part of Project Co or any other irregularity, defect or informality on the part of Project Co with respect to the Guaranteed Obligations; (viii) any provision ownership of any laws, statutes, rules or regulations shares of general application in relation to suretyship or any other circumstance that might constitute, under law generally applicable to suretyship, a defence available to, or a discharge of, Construction Guarantor in respect of the Guaranteed Obligations or this Guarantee; (ix) the exercise Capital Stock of any rights under Guarantor or the Lending Agreements, including the right of Lender to cure any Project Co Event of Default by or on behalf of Project Co hereunder and/or to assume the obligations of Project Co and complete the Work in the manner provided in the Project Agreement; (x) the assignment by Owner in accordance with the provisions of Section 38.2 of the Project AgreementLessee; or (xiviii) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing that, under law generally applicable to suretyship, and any other circumstance that might otherwise constitute a legal or equitable defence defense or discharge of the liabilities of a guarantor or surety or that might otherwise limit recourse against Construction any Guarantor. (d) The obligations obligation and liabilities liability of Construction each Guarantor hereunder shall not be impaired, diminished, abated or otherwise affected (i) by any setoff, counterclaim or defense that the Lessee or such Guarantor or any other Person may have or claim to have, at any time or from time to time, or (ii) by the commencement by or against Project Co the Lessee or Construction such Guarantor or any other Person of any proceedings under any bankruptcy or insolvency law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizationsreorganization, arrangementsarrangement, compositions composition or extension or other similar laws. (e) Owner shall not be bound to exhaust its recourse against Project Co or others or any securities (including the Security described in Schedule 13 of the Project Agreement) or other guarantees it may at any time hold before being entitled to performance of the Guaranteed Obligations by the Construction Guarantor and Construction Guarantor renounces all benefits of discussion and division. (f) It is the intent and purpose hereof that Construction No Guarantor shall not be entitled to to, and each Guarantor does hereby waive any and all defences which arewaive, under law generally applicable to suretyshipthe fullest extent permitted by Applicable Law, every defense available to a guarantorguarantors, sureties and other secondary parties at law or in equity. Without limiting the generality of the foregoing, Construction each Guarantor hereby waives notice of acceptance of this Guarantee Agreement and of the non-performance nonperformance by Project Cothe Lessee, diligence, presentment, protest, dishonourdishonor, demand for performance payment from Owner and the Lessee, or any other Person, notice of non- performance nonpayment or failure to perform on the part of Project Co the Lessee and all other notices whatsoever. The Guarantee guarantee hereunder is a guarantee of payment, performance and compliancecompliance and not of collectibility. In order to hold Construction any Guarantor liable hereunder, there shall be no obligation on the part of Owner the Lessor Trustee or any Certificate Holder at any time to demand or resort for payment or performance to Project Cothe Lessee, to any Guarantor or to any other Person, its properties or assets or to any security, property or other rights or remedies whatsoever, nor shall there be any requirement that Project Co the Lessee or any other Person be joined as a party to any proceeding for the enforcement of any provision of this Guarantee Agreement, and Owner the Lessor Trustee, the Agent, each Certificate Holder, and each other Person entitled to receive payments or the benefit of performance guaranteed hereunder shall have the right to enforce the provisions of this Guarantee Agreement irrespective of whether or not legal proceedings or other enforcement efforts against Project Co the Lessee are pending, seeking resort to or realization upon or from any of the foregoing. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when when, from time to time, Project Co the Lessee shall default under or with respect to any the terms of the Guaranteed ObligationsOperative Agreements, and that, notwithstanding recovery hereunder for or in respect of any such default, the Guarantee herein this Agreement shall remain in full force and effect unamended and shall apply to each and every subsequent default. Each Guarantor further agrees that, without limiting the generality of this Agreement, if any Event of Default shall have occurred and be continuing and the Lessor Trustee (or any assignee thereof) or the Agent is prevented by Applicable Law from exercising its remedies under Section 16.2 of the Lease, the Lessor Trustee (or any assignee thereof) or the Agent shall be entitled to receive hereunder from any Guarantor, upon demand therefor, the sums which would have otherwise been due from the Lessee had such remedies been exercised. So long as the Lessee shall not have fully paid, performed or discharged all of its obligations under the Operative Agreements, any claim which any Guarantor shall have against the Lessee or any other Person by reason of any payment to the Lessor Trustee, the Agent, any Certificate Holder or any other Person pursuant to this Agreement shall not be asserted or enforced or collected as against, from or to the detriment of the Lessee (including without limitation, any liquidator, trustee in bankruptcy, assignee for the benefit of creditors or receiver of property or assets of the Lessee), the Lessor Trustee, the Agent, any Certificate Holder or such Person in any action, suit or proceeding. (f) No act or omission of any kind or at any time on the part of the Lessor Trustee, the Agent, any Certificate Holder or any other Person in respect of any matter whatsoever including, without limitation, any omission in performance of their respective obligations under the Operative Agreements, shall in any way affect or impair the guarantee hereunder, save for an express written waiver or variation of its terms, which shall be effective only with respect to the Person granting the same and its successors and assigns. (g) Without prejudice The guarantee hereunder shall continue to and without releasingbe effective, dischargingor be reinstated, limiting as the case may be, if at any time payment, or any part thereof, of any of the obligations hereunder or under the Operative Agreements is rescinded or must otherwise affecting in whole be restored or returned by the Lessor Trustee, the Agent or any Certificate Holder upon or in part connection with the obligations and liabilities insolvency, bankruptcy or reorganization of Construction Guarantor under this Guarantee and without in any way requiring the consent of Lessee, or giving notice to Construction Guarantorotherwise, Owner may grant time, renewals, extensions, indulgences, releases and discharges to and accept compositions from or otherwise deal with Project Co and/or Construction Guarantor or others, including any other guarantor, all as Owner may see fit and Owner may take, abstain from taking or perfecting, vary, exchange, renew, discharge, give up, realize on or otherwise deal with security and guarantees in though such manner as Owner may see fitpayment had not been made. (h) Neither an action or proceeding brought under this Guarantee regarding If any Guarantor fails to pay any amount hereunder when due, such Guarantor shall pay interest, on demand, on such amount at the Guaranteed Obligations nor any judgment or recovery in consequence of that action or proceeding operates as a ban or defence action or defence Late Rate, to any the Person entitled thereto. Each Guarantor, jointly and severally, further action that may be brought under this Guarantee. Construction Guarantor acknowledges that, if judgment is granted on an action or proceeding commenced under this Guarantee, the obligations of Construction Guarantor to Owner do not merge with or end Construction Guarantor’s obligations hereunder. (i) The liability of Construction Guarantor under this Guarantee shall arise forthwith after demand has been made in writing on Construction Guarantor. (j) Construction Guarantor agrees to pay to Owner any party hereto any and all reasonable and direct out-of-pocket costs and expenses, including reasonable legal fees (on a substantial indemnity basis) and expenses and court costs, incurred by it such party in connection with enforcing any of its rights hereunderunder this Agreement.

General Provisions Relating to the Guarantee. (a) Each and every default The Parent Guarantor hereby agrees that the Noteholders, with or without any further notice to or assent from the Parent Guarantor, to the fullest extent permitted by law, may, without in performance or observance of any manner affecting the liability of the Guaranteed Obligations by Project Co shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs. (b) The Guarantee herein provided for shall be a continuing, absolute and unconditional guarantee of performance and observance of the Guaranteed Obligations and shall remain in full force and effect until each and all of the Guaranteed Obligations shall have been fully and satisfactorily discharged in accordance with the terms and provisions of the Project Agreement and Construction Parent Guarantor shall have fully and satisfactorily discharged all of its obligations under this Guarantee., and upon such terms and conditions as the Noteholders may deem advisable, (c1) The liability of Construction Guarantor hereunder shall remain extend in full force and effect irrespective of and shall whole or in no way be affected part (by renewal or impaired by (and no notice to Construction Guarantor shall be required in respect of): (i) any otherwise), modify, change, compromise, waiverrelease or extend the duration of the time for the performance or payment of any indebtedness, renewalliability or obligation of the Co-Issuers or of any other Person secondarily or otherwise liable for any indebtedness, extension, indulgence, amendment, addition, deletion, change in, modification ofliability or obligations of the Co-Issuers on the Notes, or release of waive any security (including default with respect thereto, or waive, modify, amend or change any other guarantee, letter of credit or bond) for or in respect of any provision of the Guaranteed Obligations; (ii) any amalgamation, merger or consolidation of Project Co or Construction Guarantor or any sale, lease or transfer of any of the assets of Project Co or Construction Guarantor; (iii) any Change in the Ownership of Project Co or Construction Guarantor; (iv) any Delay Event (it being acknowledged, however, that the performance of the Guaranteed Obligations shall be extended accordingly); (v) any change in the financial condition of Project Co or Construction Guarantor; (vi) any Project Co Event of Default described in Section 25.1(a)(i) of the Project Agreement, or any resulting release, stay or discharge of any Guaranteed Obligation; (vii) any lack or limitation of power, incapacity or disability on the part of Project Co Note Purchase Agreement or any other irregularity, defect or informality on the part of Project Co with respect agreement to the Guaranteed Obligations; (viii) which any provision of any laws, statutes, rules or regulations of general application in relation to suretyship or any other circumstance that might constitute, under law generally applicable to suretyship, Co-Issuer is a defence available to, or a discharge of, Construction Guarantor in respect of the Guaranteed Obligations or this Guarantee; (ix) the exercise of any rights under the Lending Agreements, including the right of Lender to cure any Project Co Event of Default by or on behalf of Project Co hereunder and/or to assume the obligations of Project Co and complete the Work in the manner provided in the Project Agreement; (x) the assignment by Owner in accordance with the provisions of Section 38.2 of the Project Agreementparty; or (xi2) any other occurrence sell, release, surrender, modify, impair, exchange or circumstance whatsoever, whether similar or dissimilar to the foregoing that, under law generally applicable to suretyship, might otherwise constitute a legal or equitable defence or discharge of the liabilities of a guarantor or surety that might otherwise limit recourse against Construction Guarantor. (d) The obligations and liabilities of Construction Guarantor hereunder shall not be impaired, diminished, abated or otherwise affected by the commencement by or against Project Co or Construction Guarantor of any proceedings under any bankruptcy or insolvency law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, compositions or extension or other similar laws. (e) Owner shall not be bound to exhaust its recourse against Project Co or others or any securities (including the Security described in Schedule 13 of the Project Agreement) or other guarantees it may at any time hold before being entitled to performance of the Guaranteed Obligations by the Construction Guarantor and Construction Guarantor renounces all benefits of discussion and division. (f) It is the intent and purpose hereof that Construction Guarantor shall not be entitled to and does hereby waive substitute any and all defences which areproperty, under law generally applicable to suretyshipof any nature and from whomsoever received, available to a guarantorheld by, sureties or for the benefit of, any such Noteholder as direct or indirect security for the payment or performance of any indebtedness, liability or obligation of any Co-Issuer or of any other Person secondarily or otherwise liable for any indebtedness, liability or obligation of any Co-Issuer on the Notes; or (3) settle, adjust or compromise any claim of any Co-Issuer against any other Person secondarily or otherwise liable for any indebtedness, liability or obligation of any Co-Issuer on the Notes; and other secondary parties at law or in equity. Without limiting the generality of the foregoing, Construction Parent Guarantor hereby waives waives, to the fullest extent permitted by law, any and all defenses, counterclaims or offsets which it might or could have by reason thereof. The Parent Guarantor hereby waives, to the fullest extent permitted by law: (1) notice of acceptance of this Guarantee and by the Noteholders or of the noncreation, renewal or accrual of any liability of the Co-performance Issuers, present or future, or of the reliance of the Noteholders upon this Guarantee (it being understood that every indebtedness, liability and obligation described in 1.1 hereof shall conclusively be presumed to have been created, contracted or incurred in reliance upon the execution of this Guarantee); (2) demand of payment by Project the Noteholders from the Co-Issuers or any other Person indebted in any manner on or for any of the indebtedness, diligenceliability or obligations hereby guaranteed; and (3) presentment for the payment by the Noteholders or any other Person of the Notes or any other instrument, presentment, protest, dishonour, demand for performance from Owner protest thereof and notice of non- performance or failure to perform on the part of Project Co and all other notices whatsoever. The Guarantee hereunder is a guarantee of performance and compliance. In order to hold Construction Guarantor liable hereunder, there shall be no obligation on the part of Owner at any time to demand or resort for performance to Project Co, its properties or assets or dishonor to any securityparty thereto and to the Parent Guarantor. To the fullest extent permitted by law, property or other rights or remedies whatsoever, nor shall there be any requirement that Project Co be joined as a party to any proceeding for the enforcement of any provision of this Guarantee and Owner shall have the right to enforce the provisions of this Guarantee irrespective of whether or not legal proceedings or other enforcement efforts against Project Co are pending, seeking resort to or realization upon or from any obligations of the foregoing. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when from time to time, Project Co shall default under or with respect to any of the Guaranteed Obligations, and that, notwithstanding recovery hereunder for or in respect of any such default, the Guarantee herein shall remain in full force and effect unamended and shall apply to each and every subsequent default. (g) Without prejudice to and without releasing, discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of Construction Parent Guarantor under this Guarantee and without the rights of the Noteholders to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any way requiring the consent reduction, limitation, impairment or termination, whether by reason of or giving notice to Construction Guarantor, Owner may grant time, renewals, extensions, indulgences, releases and discharges to and accept compositions from any claim of any character whatsoever or otherwise deal with Project Co and/or Construction Guarantor or others, including any other guarantor, as Owner may see fit and Owner may take, abstain from taking or perfecting, vary, exchange, renew, discharge, give up, realize on or otherwise deal with security and guarantees in such manner as Owner may see fit. (h) Neither an action or proceeding brought under this Guarantee regarding the Guaranteed Obligations nor any judgment or recovery in consequence of that action or proceeding operates as a ban or defence action or defence shall not be subject to any further action that may be brought under this Guarantee. Construction Guarantor acknowledges thatset-off, if judgment is granted on an action counterclaim (other than any compulsory counterclaim), recoupment or proceeding commenced under this Guarantee, the obligations of Construction Guarantor to Owner do not merge with or end Construction Guarantor’s obligations hereundertermination whatsoever. (i) The liability of Construction Guarantor under this Guarantee shall arise forthwith after demand has been made in writing on Construction Guarantor. (j) Construction Guarantor agrees to pay to Owner any and all reasonable and direct out-of-pocket costs and expenses, including reasonable legal fees (on a substantial indemnity basis) incurred by it in connection with enforcing any of its rights hereunder.

General Provisions Relating to the Guarantee. (a) Each and every default in performance or observance of any of the Guaranteed Obligations by Project Co shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs. (b) The Guarantee herein provided for shall be a continuing, absolute and unconditional guarantee of performance and observance of the Guaranteed Obligations and shall remain in full force and effect until each and all of the Guaranteed Obligations shall have been fully and satisfactorily discharged in accordance with the terms and provisions of the Project Agreement and Construction Guarantor shall have fully and satisfactorily discharged all of its obligations under this Guarantee. (c) The liability of Construction Guarantor hereunder shall remain in full force and effect irrespective of and shall in no way be affected or impaired by (and no notice to Construction Guarantor shall be required in respect of): (i) any compromise, waiver, renewal, extension, indulgence, amendment, addition, deletion, change in, modification of, or release of any security (including any other guarantee, letter of credit or bond) for or in respect of any of the Guaranteed Obligations; (ii) any amalgamation, merger or consolidation of Project Co or Construction Guarantor or any sale, lease or transfer of any of the assets of Project Co or Construction Guarantor; (iii) any Change in the Ownership of Project Co or Construction Guarantor; (iv) any Delay Event (it being acknowledged, however, that the performance of the Guaranteed Obligations shall be extended accordingly); (v) any change in the financial condition of Project Co or Construction Guarantor; (vi) any Project Co Event of Default described in Section 25.1(a)(i) of the Project Agreement, or any resulting release, stay or discharge of any Guaranteed Obligation; (vii) any lack or limitation of power, incapacity or disability on the part of Project Co or any other irregularity, defect or informality on the part of Project Co with respect to the Guaranteed Obligations; (viii) any provision of any laws, statutes, rules or regulations of general application in relation to suretyship or any other circumstance that might constitute, under law generally applicable to suretyship, a defence available to, or a discharge of, Construction Guarantor in respect of the Guaranteed Obligations or this Guarantee; (ix) the exercise of any rights under the Lending Agreements, including the right of Lender to cure any Project Co Event of Default by or on behalf of Project Co hereunder and/or to assume the obligations of Project Co and complete the Work in the manner provided in the Project Agreement; (x) the assignment by Owner in accordance with the provisions of Section 38.2 of the Project Agreement; or (xi) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing that, under law generally applicable to suretyship, might otherwise constitute a legal or equitable defence or discharge of the liabilities of a guarantor or surety that might otherwise limit recourse against Construction Guarantor. (d) The obligations and liabilities of Construction Guarantor hereunder shall not be impaired, diminished, abated or otherwise affected by the commencement by or against Project Co or Construction Guarantor of any proceedings under any bankruptcy or insolvency law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, compositions or extension or other similar laws. (e) Owner shall not be bound to exhaust its recourse against Project Co or others or any securities (including the Security described in Schedule 13 of the Project Agreement) or other guarantees it may at any time hold before being entitled to performance of the Guaranteed Obligations by the Construction Guarantor and Construction Guarantor renounces all benefits of discussion and division. (f) It is the intent and purpose hereof that Construction Guarantor shall not be entitled to and does hereby waive any and all defences which are, under law generally applicable to suretyship, available to a guarantor, sureties and other secondary parties at law or in equity. Without limiting the generality of the foregoing, Construction Guarantor hereby waives notice of acceptance of this Guarantee and of the non-performance by Project Co, diligence, presentment, protest, dishonour, demand for performance from Owner and notice of non- non-performance or failure to perform on the part of Project Co and all other notices whatsoever. The Guarantee hereunder is a guarantee of performance and compliance. In order to hold Construction Guarantor liable hereunder, there shall be no obligation on the part of Owner at any time to demand or resort for performance to Project Co, its properties or assets or to any security, property or other rights or remedies whatsoever, nor shall there be any requirement that Project Co be joined as a party to any proceeding for the enforcement of any provision of this Guarantee and Owner shall have the right to enforce the provisions of this Guarantee irrespective of whether or not legal proceedings or other enforcement efforts against Project Co are pending, seeking resort to or realization upon or from any of the foregoing. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when from time to time, Project Co shall default under or with respect to any of the Guaranteed Obligations, and that, notwithstanding recovery hereunder for or in respect of any such default, the Guarantee herein shall remain in full force and effect unamended and shall apply to each and every subsequent default. (g) Without prejudice to and without releasing, discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of Construction Guarantor under this Guarantee and without in any way requiring the consent of or giving notice to Construction Guarantor, Owner may grant time, renewals, extensions, indulgences, releases and discharges to and accept compositions from or otherwise deal with Project Co and/or Construction Guarantor or others, including any other guarantor, as Owner may see fit and Owner may take, abstain from taking or perfecting, vary, exchange, renew, discharge, give up, realize on or otherwise deal with security and guarantees in such manner as Owner may see fit. (h) Neither an action or proceeding brought under this Guarantee regarding the Guaranteed Obligations nor any judgment or recovery in consequence of that action or proceeding operates as a ban or defence action or defence to any further action that may be brought under this Guarantee. Construction Guarantor acknowledges that, if judgment is granted on an action or proceeding commenced under this Guarantee, the obligations of Construction Guarantor to Owner do not merge with or end Construction Guarantor’s obligations hereunder. (i) The liability of Construction Guarantor under this Guarantee shall arise forthwith after demand has been made in writing on Construction Guarantor. (j) Construction Guarantor agrees to pay to Owner any and all reasonable and direct out-of-pocket costs and expenses, including reasonable legal fees (on a substantial indemnity basis) incurred by it in connection with enforcing any of its rights hereunder.

General Provisions Relating to the Guarantee. (a) Each and every default in performance or observance of any of the Guaranteed Obligations by Project Co shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs. (b) The Guarantee herein provided for shall be a continuing, absolute and unconditional guarantee of performance and observance of the Guaranteed Obligations and shall remain in full force and effect until each and all of the Guaranteed Obligations shall have been fully and satisfactorily discharged in accordance with the terms and provisions of the Project Agreement and Construction Guarantor shall have fully and satisfactorily discharged all of its obligations under this Guarantee. (c) The liability of Construction Guarantor hereunder shall remain in full force and effect irrespective of and shall in no way be affected or impaired by (and no notice to Construction Guarantor shall be required in respect of): (i) any compromise, waiver, renewal, extension, indulgence, amendment, addition, deletion, change in, modification of, or release of any security (including any other guarantee, letter of credit or bond) for or in respect of any of the Guaranteed Obligations; (ii) any amalgamation, merger or consolidation of Project Co or Construction Guarantor or any sale, lease or transfer of any of the assets of Project Co or Construction Guarantor; (iii) any Change in the Ownership Control of Project Co or Construction Guarantor; (iv) the termination or other expiry of the Project Agreement; (v) any Delay Supervening Event that results in an extension to the Project Schedule (it being acknowledged, however, that the performance of the Guaranteed Obligations shall be extended accordingly); (vvi) any change in the financial condition of Project Co or Construction Guarantor; (vivii) any Project Co Event of Default described in Section 25.1(a)(i) of the Project AgreementInsolvency Event, or any resulting release, stay or discharge of any Guaranteed Obligation; (viiviii) any lack or limitation of power, incapacity or disability on the part of Project Co or any other irregularity, defect or informality on the part of Project Co with respect to the Guaranteed Obligations; (viiiix) any provision of any laws, statutes, rules or regulations of general application in relation to suretyship or any other circumstance that might constitute, under law generally applicable to suretyship, a defence available to, or a discharge of, Construction Guarantor in respect of the Guaranteed Obligations or this Guarantee; (ixx) the exercise of any rights under the Lending Senior Financing Agreements, including the right of Lender Senior Lenders to cure any Project Co Event of Default by or on behalf of Project Co hereunder and/or to assume the obligations of Project Co and complete the Design and Construction Work in the manner provided in the Project Agreement; (xxi) the assignment by the Owner in accordance with the provisions of Section 38.2 16.4 (Limitations on Assignment of Project by Owner) of the Project Agreement; or (xixii) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing that, under law generally applicable to suretyship, might otherwise constitute a legal or equitable defence or discharge of the liabilities of a guarantor or surety that might otherwise limit recourse against Construction Guarantor. (d) The obligations and liabilities of Construction Guarantor hereunder shall not be impaired, diminished, abated or otherwise affected by the commencement by or against Project Co or Construction Guarantor of any proceedings under any bankruptcy or insolvency law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, compositions or extension or other similar laws. (e) The Owner shall not be bound to exhaust its recourse against Project Co or others or any securities (including the Security described in Schedule 13 of the Project Agreement) or other guarantees it may at any time hold before being entitled to performance of the Guaranteed Obligations by the Construction Guarantor and Construction Guarantor renounces all benefits of discussion and division. (f) It is the intent and purpose hereof that Construction Guarantor shall not be entitled to and does hereby waive any and all defences which are, under law generally applicable to suretyship, available to a guarantor, sureties and other secondary parties at law or in equity. Without limiting the generality of the foregoing, Construction Guarantor hereby waives notice of acceptance of this Guarantee and of the non-performance by Project Co, diligence, presentment, protest, dishonour, demand for performance from the Owner and notice of non- non-performance or failure to perform on the part of Project Co and all other notices whatsoever. The Guarantee hereunder is a guarantee of performance and compliance. In order to hold Construction Guarantor liable hereunder, there shall be no obligation on the part of the Owner at any time to demand or resort for performance to Project Co, its properties or assets or to any security, property or other rights or remedies whatsoever, nor shall there be any requirement that Project Co be joined as a party to any proceeding for the enforcement of any provision of this Guarantee and the Owner shall have the right to enforce the provisions of this Guarantee irrespective of whether or not legal proceedings or other enforcement efforts against Project Co are pending, seeking resort to or realization upon or from any of the foregoing. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when from time to time, Project Co shall default under or with respect to any of the Guaranteed Obligations, and that, notwithstanding recovery hereunder for or in respect of any such default, the Guarantee herein shall remain in full force and effect unamended and shall apply to each and every subsequent default. (g) Without prejudice to and without releasing, discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of Construction Guarantor under this Guarantee and without in any way requiring the consent of or giving notice to Construction Guarantor, the Owner may grant time, renewals, extensions, indulgences, releases and discharges to and accept compositions from or otherwise deal with Project Co and/or Construction Guarantor or others, including any other guarantor, as the Owner may see fit and the Owner may take, abstain from taking or perfecting, vary, exchange, renew, discharge, give up, realize on or otherwise deal with security and guarantees in such manner as the Owner may see fit. (h) Neither an action or proceeding brought under this Guarantee regarding the Guaranteed Obligations nor any judgment or recovery in consequence of that action or proceeding operates as a ban bar or defence action or defence to any further action that may be brought under this Guarantee. Construction Guarantor acknowledges that, if judgment is granted on an action or proceeding commenced under this Guarantee, the obligations of Construction Guarantor to the Owner do not merge with or end Construction Guarantor’s obligations hereunder. (i) The liability of Construction Guarantor under this Guarantee shall arise forthwith after demand has been made in writing on Construction Guarantor. (j) Construction Guarantor agrees to pay to the Owner any and all reasonable and direct out-out- of-pocket costs and expenses, including reasonable legal fees (on a substantial indemnity basis) incurred by it in connection with enforcing any of its rights hereunder. (k) Construction Guarantor consents to the assignment, novation or grant of this Guarantee upon receipt by the Design-Builder of a Step-in Undertaking pursuant to Section 3.5 of the Design-Builder Collateral Agreement or upon implementation of a transfer pursuant to Section 4.5 of the Design-Builder Collateral Agreement and without the requirement of any further action on the part of the Owner, and agrees that the Construction Guarantor will enter into all such agreements or other documents as reasonably necessary to give effect to the foregoing.

General Provisions Relating to the Guarantee. (a) Each and every default in performance or observance of any of the Guaranteed Obligations by Project Co shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs. (b) The Guarantee herein provided for shall be a continuing, absolute and unconditional guarantee of performance and observance of the Guaranteed Obligations and shall remain in full force and effect until each and all of the Guaranteed Obligations shall have been fully and satisfactorily discharged in accordance with the terms and provisions of the Project Agreement and the Construction Guarantor shall have fully and satisfactorily discharged all of its obligations under this Guarantee. (c) The liability of the Construction Guarantor hereunder shall remain in full force and effect irrespective of and shall in no way be affected or impaired by (and no notice to the Construction Guarantor shall be required in respect of): (i) any compromise, waiver, renewal, extension, indulgence, amendment, addition, deletion, change in, modification of, or release of any security (including any other guarantee, letter of credit or bond) for or in respect of any of the Guaranteed Obligations; (ii) any amalgamation, merger or consolidation of Project Co or the Construction Guarantor or any sale, lease or transfer of any of the assets of Project Co or the Construction Guarantor; (iii) any Change in the Ownership Control of Project Co or the Construction Guarantor; (iv) the termination or other expiry of the Project Agreement; (v) any Delay Supervening Event that results in an extension to the Project Schedule (it being acknowledged, however, that the performance of the Guaranteed Obligations shall be extended accordingly); (vvi) any change in the financial condition of Project Co or the Construction Guarantor; (vivii) any Project Co Event of Default described in Section 25.1(a)(i) of the Project AgreementInsolvency Event, or any resulting release, stay or discharge of any Guaranteed Obligation; (viiviii) any lack or limitation of power, incapacity or disability on the part of Project Co or any other irregularity, defect or informality on the part of Project Co with respect to the Guaranteed Obligations; (viiiix) any provision of any laws, statutes, rules or regulations of general application in relation to suretyship or any other circumstance that might constitute, under law generally applicable to suretyship, a defence available to, or a discharge of, the Construction Guarantor in respect of the Guaranteed Obligations or this Guarantee; (ixx) the exercise of any rights under the Lending Senior Financing Agreements, including the right of Lender Senior Lenders to cure any Project Co Event of Default by or on behalf of Project Co hereunder and/or to assume the obligations of Project Co and complete the Design and Construction Work in the manner provided in the Project Agreement; (xxi) the assignment by Owner the Authority in accordance with the provisions of Section 38.2 16.4 (Limitations on Assignment of Project by Authority) of the Project Agreement; or (xixii) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing that, under law generally applicable to suretyship, might otherwise constitute a legal or equitable defence or discharge of the liabilities of a guarantor or surety that might otherwise limit recourse against the Construction Guarantor. (d) The obligations and liabilities of the Construction Guarantor hereunder shall not be impaired, diminished, abated or otherwise affected by the commencement by or against Project Co or the Construction Guarantor of any proceedings under any bankruptcy or insolvency law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, compositions or extension or other similar laws. (e) Owner The Authority shall not be bound to exhaust its recourse against Project Co or others or any securities (including the Security described in Schedule 13 of the Project Agreement) or other guarantees it may at any time hold before being entitled to performance of the Guaranteed Obligations by the Construction Guarantor and the Construction Guarantor renounces all benefits of discussion and division. (f) It is the intent and purpose hereof that the Construction Guarantor shall not be entitled to and does hereby waive any and all defences which are, under law generally applicable to suretyship, available to a guarantor, sureties and other secondary parties at law or in equity. Without limiting the generality of the foregoing, the Construction Guarantor hereby waives notice of acceptance of this Guarantee and of the non-performance by Project Co, diligence, presentment, protest, dishonour, demand for performance from Owner the Authority and notice of non- non-performance or failure to perform on the part of Project Co and all other notices whatsoever. The Guarantee hereunder is a guarantee of performance and compliance. In order to hold the Construction Guarantor liable hereunder, there shall be no obligation on the part of Owner the Authority at any time to demand or resort for performance to Project Co, its properties or assets or to any security, property or other rights or remedies whatsoever, nor shall there be any requirement that Project Co be joined as a party to any proceeding for the enforcement of any provision of this Guarantee and Owner the Authority shall have the right to enforce the provisions of this Guarantee irrespective of whether or not legal proceedings or other enforcement efforts against Project Co are pending, seeking resort to or realization upon or from any of the foregoing. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when from time to time, Project Co shall default under or with respect to any of the Guaranteed Obligations, and that, notwithstanding recovery hereunder for or in respect of any such default, the Guarantee herein shall remain in full force and effect unamended and shall apply to each and every subsequent default. (g) Without prejudice to and without releasing, discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of the Construction Guarantor under this Guarantee and without in any way requiring the consent of or giving notice to the Construction Guarantor, Owner the Authority may grant time, renewals, extensions, indulgences, releases and discharges to and accept compositions from or otherwise deal with Project Co and/or the Construction Guarantor or others, including any other guarantor, as Owner the Authority may see fit and Owner the Authority may take, abstain from taking or perfecting, vary, exchange, renew, discharge, give up, realize on or otherwise deal with security and guarantees in such manner as Owner the Authority may see fit. (h) Neither an action or proceeding brought under this Guarantee regarding the Guaranteed Obligations nor any judgment or recovery in consequence of that action or proceeding operates as a ban bar or defence action or defence to any further action that may be brought under this Guarantee. The Construction Guarantor acknowledges that, if judgment is granted on an action or proceeding commenced under this Guarantee, the obligations of the Construction Guarantor to Owner the Authority do not merge with or end the Construction Guarantor’s obligations hereunder. (i) The liability of the Construction Guarantor under this Guarantee shall arise forthwith after demand has been made in writing on the Construction Guarantor. (j) The Construction Guarantor agrees to pay to Owner the Authority any and all reasonable and direct out-of-pocket costs and expenses, including reasonable legal fees (on a substantial indemnity basis) incurred by it in connection with enforcing any of its rights hereunder. (k) The Construction Guarantor consents to the assignment, novation or grant of this Guarantee upon receipt by the Design-Builder of a Step-in Undertaking pursuant to Section 3.5 of the Design-Builder Collateral Agreement or upon implementation of a transfer pursuant to Section 4.5 of the Design-Builder Collateral Agreement and without the requirement of any further action on the part of the Authority, and agrees that the Construction Guarantor will enter into all such agreements or other documents as reasonably necessary to give effect to the foregoing.

General Provisions Relating to the Guarantee. (a) Each Guarantor hereby consents and every default agrees that any Holder or Holders from time to time, with or without any further notice to or assent from any other Guarantor may, without in any manner affecting the liability of any Guarantor under this Guarantee, and upon such terms and conditions as any such Holder or Holders may deem advisable: (1) extend in whole or in part (by renewal or otherwise), modify, change, compromise, release or extend the duration of the time for the performance or observance payment of any Debt, liability or obligation of the Guaranteed Obligations by Project Co Company or of any other Person secondarily or otherwise liable for any Debt, liability or obligations of the Company on the Notes, or waive any Default or Event of Default with respect thereto, or waive, modify, amend or change any provision of any other agreement or waive this Guarantee; or (2) sell, release, surrender, modify, impair, exchange or substitute any and all property, of any nature and from whomsoever received, held by, or for the benefit of, any such Holder as direct or indirect security for the payment or performance of any Debt, liability or obligation of the Company or of any other Person secondarily or otherwise liable for any Debt, liability or obligation of the Company on the Notes; or (3) settle, adjust or compromise any claim of the Company against any other Person secondarily or otherwise liable for any Debt, liability or obligation of the Company on the Notes. Each Guarantor hereby ratifies and confirms any such extension, renewal, change, sale, release, waiver, surrender, exchange, modification, amendment, impairment, substitution, settlement, adjustment or compromise and that the same shall give rise to a separate claim and cause of action hereunderbe binding upon it, and separate claims hereby waives, to the fullest extent permitted by law, any and all defenses, counterclaims or suits may offsets which it might or could have by reason thereof, it being understood that such Guarantor shall at all times be made bound by this Guarantee and brought, as the case may be, hereunder as each such default occursremain liable hereunder. (b) Each Guarantor hereby waives, to the fullest extent permitted by law: (1) notice of acceptance of this Guarantee by the Holders or of the creation, renewal or accrual of any liability of the Company, present or future, or of the reliance of such Holders upon this Guarantee (it being understood that every Debt, liability and obligation described in SECTION 2 hereof shall conclusively be presumed to have been created, contracted or incurred in reliance upon the execution of this Guarantee); (2) demand of payment by any Holder from the Company or any other Person indebted in any manner on or for any of the Debt, liabilities or obligations hereby guaranteed; and (3) presentment for the payment by any Holder or any other Person of the Notes or any other instrument, protest thereof and notice of its dishonor to any party thereto and to such Guarantor. The obligations of each Guarantor under this Guarantee herein provided for and the rights of any Holder to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise and shall not be subject to any defense, set-off, counterclaim (other than any compulsory counterclaim), recoupment or termination whatsoever. (c) The obligations of the Guarantors hereunder shall be a continuingbinding upon the Guarantors and their successors and assigns, absolute and unconditional guarantee of performance and observance of the Guaranteed Obligations and shall remain in full force and effect until each irrespective of: (1) the genuineness, validity, regularity or enforceability of the Notes or the Note Purchase Agreements or any of the terms of any thereof, the continuance of any obligation on the part of the Company or any other Person on or in respect of the Notes or under the Note Purchase Agreements or any other agreement or the power or authority or the lack of power or authority of the Company to issue the Notes or the Company to execute and deliver the Note Purchase Agreements or any other agreement or of any Guarantor to execute and deliver this Guarantee or to perform any of its obligations hereunder or the existence or continuance of the Company or any other Person as a legal entity; or (2) any default, failure or delay, willful or otherwise, in the performance by the Company, any Guarantor or any other Person of any obligations of any kind or character whatsoever under the Notes, the Note Purchase Agreements, this Guarantee or any other agreement; or (3) any creditors' rights, bankruptcy, receivership or other insolvency proceeding of the Company, any Guarantor or any other Person or in respect of the property of the Company, any Guarantor or any other Person or any merger, consolidation, reorganization, dissolution, liquidation, the sale of all or substantially all of the Guaranteed Obligations shall have been fully and satisfactorily discharged in accordance with the terms and provisions assets of or winding up of the Project Agreement and Construction Company, any Guarantor shall have fully and satisfactorily discharged all or any other Person; or (4) impossibility or illegality of performance on the part of the Company, any Guarantor or any other Person of its obligations under the Notes, the Note Purchase Agreements, this Guarantee or any other agreements; or (5) in respect of the Company or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotion, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any Federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person and whether or not of the kind hereinbefore specified; or (6) any attachment, claim, demand, charge, Lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, Debt, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against the Company, any Guarantor or any other Person or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by the Company, any Guarantor or any other Person, or against any sums payable in respect of the Notes or under the Note Purchase Agreements or this Guarantee., so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or (c) The liability of Construction Guarantor hereunder shall remain in full force and effect irrespective of and shall in no way be affected or impaired by (and no notice to Construction Guarantor shall be required in respect of): (i7) any compromiseorder, waiverjudgment, renewaldecree, extensionruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, indulgenceagency, amendmentdepartment, additionofficial or administrative or regulatory agency of any thereof or any other action, deletionhappening, change inevent or reason whatsoever which shall delay, modification ofinterfere with, hinder or prevent, or release of in any security (including way adversely affect, the performance by the Company, any Guarantor or any other guarantee, letter Person of credit or bond) for its respective obligations under or in respect of the Notes, the Note Purchase Agreements, this Guarantee or any other agreement; or (8) the failure of any Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guarantee; or (9) any failure or lack of diligence in collection or protection, failure in presentment or demand for payment, protest, notice of protest, notice of default and of nonpayment, any failure to give notice to any Guarantor of failure of the Guaranteed Obligations;Company, any Guarantor or any other Person to keep and perform any obligation, covenant or agreement under the terms of the Notes, the Note Purchase Agreements, this Guarantee or any other agreement or failure to resort for payment to the Company, any Guarantor or to any other Person or to any other guaranty or to any property, security, Liens or other rights or remedies; or (ii10) the acceptance of any additional security or other guaranty, the advance of additional money to the Company or any other Person, the renewal or extension of the Notes or amendments, modifications, consents or waivers with respect to the Notes, the Note Purchase Agreements or any other agreement, or the sale, release, substitution or exchange of any security for the Notes; or (11) any amalgamation, merger or consolidation of Project Co the Company, any Guarantor or Construction Guarantor any other Person into or with any other Person or any sale, lease lease, transfer or transfer other disposition of any of the assets of Project Co the Company, any Guarantor or Construction Guarantor; (iii) any Change in the Ownership of Project Co other Person to any other Person, or Construction Guarantor; (iv) any Delay Event (it being acknowledged, however, that the performance of the Guaranteed Obligations shall be extended accordingly); (v) any change in the financial condition ownership of Project Co any shares or Construction Guarantor; (vi) any Project Co Event of Default described in Section 25.1(a)(i) partnership interests of the Project AgreementCompany, or any resulting release, stay or discharge of any Guaranteed Obligation; (vii) any lack or limitation of power, incapacity or disability on the part of Project Co Guarantor or any other irregularity, defect or informality on the part of Project Co with respect to the Guaranteed Obligations;Person; or (viii12) any provision of any laws, statutes, rules or regulations of general application in relation to suretyship defense whatsoever that: (i) the Company or any other Person might have to the payment of the Notes (principal, premium, if any, or interest), other than payment thereof in Federal or other immediately available funds, or (ii) the Company or any other Person might have to the performance or observance of any of the provisions of the Notes, the Note Purchase Agreement or any other agreement, whether through the satisfaction or purported satisfaction by the Company or any other Person of its debts due to any cause such as bankruptcy, insolvency, receivership, merger, consolidation, reorganization, dissolution, liquidation, winding-up or otherwise, other than the defense of indefeasible payment in full in cash of the Notes; or (13) any act or failure to act with regard to the Notes, the Note Purchase Agreements, this Guarantee or any other agreement or anything which might vary the risk of any Guarantor or any other Person; or (14) any other circumstance that which might constitute, under law generally applicable to suretyship, otherwise constitute a defence defense available to, or a discharge of, Construction any Guarantor or any other Person in respect of the Guaranteed Obligations or this Guarantee; (ix) the exercise obligations of any rights Guarantor or other Person under this Guarantee or any other agreement, other than the Lending Agreements, including the right defense of Lender to cure any Project Co Event of Default by or on behalf of Project Co hereunder and/or to assume the obligations of Project Co and complete the Work indefeasible payment in the manner provided full in the Project Agreement; (x) the assignment by Owner in accordance with the provisions of Section 38.2 cash of the Project AgreementNotes; or (xi) any other occurrence or circumstance whatsoever, whether similar or dissimilar to provided that the foregoing that, under law generally applicable to suretyship, might otherwise constitute a legal or equitable defence or discharge specific enumeration of the liabilities of a guarantor above-mentioned acts, failures or surety that might otherwise limit recourse against Construction Guarantor. (d) The obligations and liabilities of Construction Guarantor hereunder omissions shall not be impaireddeemed to exclude any other acts, diminishedfailures or omissions, abated or otherwise affected by though not specifically mentioned above, it being the commencement by or against Project Co or Construction Guarantor of any proceedings under any bankruptcy or insolvency law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, compositions or extension or other similar laws. (e) Owner shall not be bound to exhaust its recourse against Project Co or others or any securities (including the Security described in Schedule 13 of the Project Agreement) or other guarantees it may at any time hold before being entitled to performance of the Guaranteed Obligations by the Construction Guarantor purpose and Construction Guarantor renounces all benefits of discussion and division. (f) It is the intent and purpose hereof that Construction Guarantor shall not be entitled to and does hereby waive any and all defences which are, under law generally applicable to suretyship, available to a guarantor, sureties and other secondary parties at law or in equity. Without limiting the generality of the foregoing, Construction Guarantor hereby waives notice of acceptance of this Guarantee and the parties hereto that the obligations of each Guarantor shall be absolute and unconditional and shall not be discharged, impaired or varied except by the payment of the non-performance by Project Coprincipal of, diligencepremium, presentmentif any, protest, dishonour, demand for performance from Owner and notice of non- performance or failure to perform interest on the part of Project Co Notes in accordance with their respective terms whenever the same shall become due and payable as in the Notes provided, at the place specified in and all other notices whatsoever. The Guarantee hereunder is a guarantee of performance in the manner and compliance. In order to hold Construction Guarantor liable hereunderwith the effect provided in the Notes and the Note Purchase Agreements, there shall as each may be no obligation on the part of Owner at any amended or modified from time to demand or resort for performance to Project Co, its properties or assets or to any security, property or other rights or remedies whatsoever, nor shall there be any requirement that Project Co be joined as a party to any proceeding for the enforcement of any provision of this Guarantee and Owner shall have the right to enforce the provisions of this Guarantee irrespective of whether or not legal proceedings or other enforcement efforts against Project Co are pending, seeking resort to or realization upon or from any of the foregoingtime. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when when, from time to time, Project Co the Company shall default under or with in respect to any of the Guaranteed Obligations, terms of the Notes or the Note Purchase Agreements and that, that notwithstanding recovery hereunder for or in respect of any such defaultgiven default or defaults by the Company under the Notes or the Note Purchase Agreements, the this Guarantee herein shall remain in full force and effect unamended and shall apply to each and every subsequent default. (d) All rights of any Holder may be transferred or assigned at any time in accordance with the Note Purchase Agreements and shall be considered to be transferred or assigned at any time or from time to time upon the transfer of such Note in accordance with the Note Purchase Agreements whether with or without the consent of or notice to the Guarantors under this Guarantee. (e) To the extent of any payments made under this Guarantee, the Guarantors shall be subrogated to the rights of the Holder or Holders upon whose Notes such payment was made, but each Guarantor covenants and agrees that such right of subrogation shall be junior and subordinate in right of payment to the prior indefeasible final payment in cash in full of all amounts due and owing by the Company with respect to the Notes and the Note Purchase Agreements and by the Guarantors under this Guarantee, and the Guarantors shall not take any action to enforce such right of subrogation, and the Guarantors shall not accept any payment in respect of such right of subrogation, until all amounts due and owing by the Company under or in respect of the Notes and the Note Purchase Agreements and all amounts due and owing by the Guarantors hereunder have indefeasibly been paid in cash in full. If any amount shall be paid to any Guarantor in violation of the preceding sentence at any time prior to the indefeasible payment in cash in full of the Notes and all other amounts payable under the Notes, the Note Purchase Agreements and this Guarantee, such amount shall be held in trust for the benefit of the Holders and shall forthwith be paid to the Holders to be credited and applied to the amounts due or to become due with respect to the Notes and all other amounts payable under the Note Purchase Agreements and this Guarantee, whether matured or unmatured. (f) To the extent of any payments made under this Guarantee, each Guarantor making such payment shall have a right of contribution from the other Guarantors, but such Guarantor covenants and agrees that such right of contribution shall be subordinate in right of payment to the rights of the Holders for which full payment has not been made or provided for and, to that end, such Guarantor agrees not to claim or enforce any such right of contribution unless and until all of the Notes and all other sums due and payable under the Note Purchase Agreements have been fully and irrevocably paid and discharged. (g) Without prejudice Each Guarantor agrees that to the extent the Company or any other Person makes any payment on any Note, which payment or any part thereof is subsequently invalidated, voided, declared to be fraudulent or preferential, set aside, recovered, rescinded or is required to be retained by or repaid to a trustee, receiver, or any other Person under any bankruptcy code, common law, or equitable cause, then and without releasingto the extent of such payment, dischargingthe obligation or the part thereof intended to be satisfied shall be revived and continued in full force and effect with respect to the Guarantors' obligations hereunder, limiting as if said payment had not been made. The liability of the Guarantors hereunder shall not be reduced or otherwise affecting discharged, in whole or in part, by any payment to any Holder from any source that is thereafter paid, returned or refunded in whole or in part by reason of the obligations and liabilities assertion of Construction Guarantor under this Guarantee and without in a claim of any way requiring the consent kind relating thereto, including, but not limited to, any claim for breach of contract, breach of warranty, preference, illegality, invalidity, or giving notice to Construction Guarantor, Owner may grant time, renewals, extensions, indulgences, releases and discharges to and accept compositions from fraud asserted by any account debtor or otherwise deal with Project Co and/or Construction Guarantor or others, including by any other guarantor, as Owner may see fit and Owner may take, abstain from taking or perfecting, vary, exchange, renew, discharge, give up, realize on or otherwise deal with security and guarantees in such manner as Owner may see fitPerson. (h) Neither an action No Holder shall be under any obligation: (1) to marshal any assets in favor of the Guarantors or proceeding brought in payment of any or all of the liabilities of the Company under this Guarantee regarding or in respect of the Guaranteed Obligations nor any judgment Notes or recovery in consequence of that action or proceeding operates as a ban or defence action or defence to any further action that may be brought under this Guarantee. Construction Guarantor acknowledges that, if judgment is granted on an action or proceeding commenced under this Guarantee, the obligations of Construction the Guarantors hereunder or (2) to pursue any other remedy that the Guarantors may or may not be able to pursue themselves and that may lighten the Guarantors' burden, any right to which each Guarantor to Owner do not merge with or end Construction Guarantor’s obligations hereunderhereby expressly waives. (i) The liability of Construction Guarantor under this Guarantee shall arise forthwith after demand has been made in writing on Construction Guarantor. (j) Construction Guarantor agrees to pay to Owner any and all reasonable and direct out-of-pocket costs and expenses, including reasonable legal fees (on a substantial indemnity basis) incurred by it in connection with enforcing any of its rights hereunder.

General Provisions Relating to the Guarantee. (a) Each and every default in performance or observance of any of the Guaranteed Obligations or by Project Co either Obligor in the performance of any of its obligations under this Agreement shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs. (b) The Guarantee Agreement herein provided for shall be a continuing, absolute and unconditional agreement and/or guarantee of performance and observance of the Guaranteed Obligations and shall remain in full force and effect until each and all of the Guaranteed Obligations shall have been fully and satisfactorily discharged in accordance with the terms and provisions of this Agreement, Project Completion has occurred under each of the Project Agreement Craft C&D Contracts, and Construction Guarantor each of the Obligors shall have fully and satisfactorily discharged all of its obligations under this GuaranteeAgreement. (c) The liability of Construction Guarantor each of the Obligors hereunder shall remain in full force and effect irrespective of and shall in no way be affected or impaired by (and no notice to Construction Guarantor xxx of the Obligors shall be required in respect of): (i) any compromise, waiver, renewal, extension, indulgence, amendment, addition, deletion, change in, modification of, or release of any security (including any other guarantee, letter of credit or bond) for or in respect of any of the Craft C&D Contracts or any of the Guaranteed Obligations; (ii) any amalgamation, merger or consolidation of Project Co either Obligor or Construction Guarantor the Builder or any sale, lease or transfer of any of the assets of Project Co or Construction Guarantoreither Obligor; (iii) any Change change in the Ownership of Project Co Construction Receiver, either Obligor or Construction Guarantorthe Builder; (iv) any Delay Event delay in the performance of the Construction Work or the Development Services, whether contemplated under Section GC 6.5 of the Craft Construction Contract or otherwise (it being acknowledged, however, that the performance of the Guaranteed Obligations shall be extended accordingly); (v) any change in the financial condition of Project Co either Obligor or Construction Guarantorthe Builder; (vi) any Project Co Construction Breach, Development Breach, Major Event of Default described in Section 25.1(a)(i) Default, Major Construction Breach, Minor Construction Breach, Major Development Breach, Minor Development Breach or Event of Default, as each such term is defined under the Project AgreementCraft Construction Contract or Craft Development Contract, or any resulting release, stay or discharge of any Guaranteed Obligation; (vii) the occurrence of any Force Majeure as defined under the Craft Development Contract; (viii) any termination by the Construction Receiver of either or both of the Craft C&D Contracts; (ix) any lack or limitation of power, incapacity or disability on the part of Project Co either Obligor or the Builder or any other irregularity, defect or informality on the part of Project Co either Obligor with respect to the Guaranteed Obligations; (viiix) any provision of any laws, statutes, rules or regulations of general application in relation to suretyship or any other circumstance that might constitute, under law generally applicable to suretyship, a defence available to, or a discharge of, Construction Guarantor either Obligor in respect of the Guaranteed Obligations or this GuaranteeAgreement; (ixxi) the exercise of any rights by the Syndicate or Craft under the Lending AgreementsSyndicate Loan Agreement or the Craft Loan Agreement, including the right of Lender to cure any Project Co Event of Default by or on behalf of Project Co hereunder and/or to assume the obligations of Project Co and complete the Work in the manner provided in the Project Agreementrespectively; (xxii) any amendment, variation, stay or vacation of any provision of the Settlement Approval Order; (xiii) the assignment by Owner in accordance with the provisions Construction Receiver of Section 38.2 either or both of the Project AgreementCraft C&D Contracts; or (xixiv) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing that, under law generally applicable to suretyship, might otherwise constitute a legal or equitable defence or discharge of the liabilities of a guarantor or surety that might otherwise limit recourse against Construction Guarantorany Obligor; or (xv) any funding of Cost Overruns by any or all of Craft, the Syndicate and/or any other Person from time to time. (d) The obligations and liabilities of Construction Guarantor each of the Obligors hereunder shall not be impaired, diminished, abated or otherwise affected by the commencement by or against Project Co any Obligor or Construction Guarantor the Builder of any proceedings under any bankruptcy or insolvency law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, compositions or extension or other similar laws. (e) Owner shall not be bound to exhaust its recourse against Project Co or others or any securities (including the Security described in Schedule 13 of the Project Agreement) or other guarantees it may at any time hold before being entitled to performance of the Guaranteed Obligations by the Construction Guarantor and Construction Guarantor renounces all benefits of discussion and division. (f) It is the intent and purpose hereof that Construction Guarantor shall not be entitled to and does hereby waive any and all defences which are, under law generally applicable to suretyship, available to a guarantor, sureties and other secondary parties at law or in equity. Without limiting the generality of the foregoing, Construction Guarantor hereby waives notice of acceptance of this Guarantee and of the non-performance by Project Co, diligence, presentment, protest, dishonour, demand for performance from Owner and notice of non- performance or failure to perform on the part of Project Co and all other notices whatsoever. The Guarantee hereunder is a guarantee of performance and compliance. In order to hold Construction Guarantor liable hereunder, there shall be no obligation on the part of Owner at any time to demand or resort for performance to Project Co, its properties or assets or to any security, property or other rights or remedies whatsoever, nor shall there be any requirement that Project Co be joined as a party to any proceeding for the enforcement of any provision of this Guarantee and Owner shall have the right to enforce the provisions of this Guarantee irrespective of whether or not legal proceedings or other enforcement efforts against Project Co are pending, seeking resort to or realization upon or from any of the foregoing. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when from time to time, Project Co shall default under or with respect to any of the Guaranteed Obligations, and that, notwithstanding recovery hereunder for or in respect of any such default, the Guarantee herein shall remain in full force and effect unamended and shall apply to each and every subsequent default. (g) Without prejudice to and without releasing, discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of Construction Guarantor under this Guarantee and without in any way requiring the consent of or giving notice to Construction Guarantor, Owner may grant time, renewals, extensions, indulgences, releases and discharges to and accept compositions from or otherwise deal with Project Co and/or Construction Guarantor or others, including any other guarantor, as Owner may see fit and Owner may take, abstain from taking or perfecting, vary, exchange, renew, discharge, give up, realize on or otherwise deal with security and guarantees in such manner as Owner may see fit. (h) Neither an action or proceeding brought under this Guarantee regarding the Guaranteed Obligations nor any judgment or recovery in consequence of that action or proceeding operates as a ban or defence action or defence to any further action that may be brought under this Guarantee. Construction Guarantor acknowledges that, if judgment is granted on an action or proceeding commenced under this Guarantee, the obligations of Construction Guarantor to Owner do not merge with or end Construction Guarantor’s obligations hereunder. (i) The liability of Construction Guarantor under this Guarantee shall arise forthwith after demand has been made in writing on Construction Guarantor. (j) Construction Guarantor agrees to pay to Owner any and all reasonable and direct out-of-pocket costs and expenses, including reasonable legal fees (on a substantial indemnity basis) incurred by it in connection with enforcing any of its rights hereunder.

General Provisions Relating to the Guarantee. (a) Each and every default in performance or observance of any of the Guaranteed Obligations by Project Co Design-Builder shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs. (b) The Guarantee herein provided for shall be a continuing, absolute and unconditional guarantee of performance and observance of the Guaranteed Obligations and shall remain in full force and effect until each and all of the Guaranteed Obligations shall have been fully and satisfactorily discharged in accordance with the terms and provisions of the Project Design-Build Agreement and Construction DB Guarantor shall have fully and satisfactorily discharged all of its obligations under this Guarantee. (c) The liability of Construction DB Guarantor hereunder shall remain in full force and effect irrespective of and shall in no way be affected or impaired by (and no notice to Construction DB Guarantor shall be required in respect of): (i) any compromise, waiver, renewal, extension, indulgence, amendment, addition, deletion, change in, modification of, or release of any security (including any other guarantee, letter of credit or bond) for or in respect of any of the Guaranteed Obligations; (ii) any amalgamation, merger or consolidation of Project Co Design-Builder or Construction DB Guarantor or any sale, lease or transfer of any of the assets of Project Co Design-Builder or Construction DB Guarantor; (iii) any Change in the Ownership Control of Project Co Design-Builder or Construction DB Guarantor; (iv) the termination or other expiry of the Design-Build Agreement; (v) any Delay Relief Event or Force Majeure Event (it being acknowledged, however, that the performance of the Guaranteed Obligations shall be extended accordinglyby the period of any extension permitted pursuant to Section 9.1(b), Section10.2.1(b) or Section 10.2.2(b) of the Design-Build Agreement; (vvi) any change in the financial condition of Project Co Design-Builder or Construction DB Guarantor; (vivii) any Project Co Event of Default the Termination Events described in Section 25.1(a)(iSections 13.8(a), (b), (c), or (d) of the Project Design-Build Agreement, or any resulting release, stay or discharge of any Guaranteed Obligation; (viiviii) any lack or limitation of power, incapacity or disability on the part of Project Co Design- Builder or any other irregularity, defect or informality on the part of Project Co Design-Builder with respect to the Guaranteed Obligations; (viiiix) any provision of any laws, statutes, rules or regulations of general application in relation to suretyship or any other circumstance that might constitute, under law generally applicable to suretyship, a defence available to, or a discharge of, Construction DB Guarantor in respect of the Guaranteed Obligations or this Guarantee; (ix) the exercise of any rights under the Lending Agreements, including the right of Lender to cure any Project Co Event of Default by or on behalf of Project Co hereunder and/or to assume the obligations of Project Co and complete the Work in the manner provided in the Project Agreement; (x) the assignment by Owner the City in accordance with the provisions of Section 38.2 of the Project Agreement; or21.7 (xi) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing that, under law generally applicable to suretyship, might otherwise constitute a legal or equitable defence or discharge of the liabilities of a guarantor or surety that might otherwise limit recourse against Construction DB Guarantor. (d) The obligations and liabilities of Construction DB Guarantor hereunder shall not be impaired, diminished, abated or otherwise affected by the commencement by or against Project Co Design- Builder or Construction DB Guarantor of any proceedings under any bankruptcy or insolvency law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, compositions or extension or other similar laws. (e) Owner The City shall not be bound to exhaust its recourse against Project Co Design-Builder or others or pursuant to any securities (including the Performance Security described in Schedule 13 of the Project Agreement) or other securities or guarantees it may at any time hold before being entitled to performance of the Guaranteed Obligations by the Construction DB Guarantor and Construction DB Guarantor renounces all benefits of discussion and division. (f) It is the intent and purpose hereof that Construction DB Guarantor shall not be entitled to and does hereby waive any and all defences which are, under law law, generally applicable to suretyship, available to a guarantor, sureties and other secondary parties at law or in equity. Without limiting the generality of the foregoing, Construction DB Guarantor hereby waives notice of acceptance of this Guarantee and of the non-performance by Project CoDesign-Builder, diligence, presentment, protest, dishonour, demand for performance from Owner the City and notice of non- non-performance or failure to perform on the part of Project Co Design-Builder and all other notices whatsoever. The Guarantee hereunder is a guarantee of performance and compliance. In order to hold Construction DB Guarantor liable hereunder, there shall be no obligation on the part of Owner the City at any time to demand or resort for performance to Project CoDesign-Builder, its properties or assets or to any security, property or other rights or remedies whatsoever, nor shall there be any requirement that Project Co Design-Builder be joined as a party to any proceeding for the enforcement of any provision of this Guarantee and Owner the City shall have the right to enforce the provisions of this Guarantee irrespective of whether or not legal proceedings or other enforcement efforts against Project Co Design-Builder are pending, seeking resort to or realization upon or from any of the foregoing. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when when, from time to time, Project Co Design-Builder shall default under or with respect to any of the Guaranteed Obligations, and that, notwithstanding recovery hereunder for or in respect of any such default, the Guarantee herein shall remain in full force and effect unamended and shall apply to each and every subsequent default. (g) Without prejudice to and without releasing, discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of Construction DB Guarantor under this Guarantee and without in any way requiring the consent of or giving notice to Construction DB Guarantor, Owner the City may grant time, renewals, extensions, indulgences, releases and discharges to and accept compositions from or otherwise deal with Project Co Design-Builder and/or Construction DB Guarantor or others, including any other guarantor, as Owner the City may see fit and Owner the City may take, abstain from taking or perfecting, vary, exchange, renew, discharge, give up, realize on or otherwise deal with security and guarantees in such manner as Owner the City may see fit. (h) Neither an action or proceeding brought under this Guarantee regarding the Guaranteed Obligations nor any judgment or recovery in consequence of that action or proceeding operates as a ban bar or defence action or defence to any further action that may be brought under this Guarantee. Construction DB Guarantor acknowledges that, if judgment is granted on an action or proceeding commenced under this Guarantee, the obligations of Construction DB Guarantor to Owner the City do not merge with or end Construction DB Guarantor’s obligations hereunder. (i) The liability of Construction DB Guarantor under this Guarantee shall arise forthwith after demand has been made in writing on Construction DB Guarantor, provided, however, that the DB Guarantor shall be required to respond to such demand within five (5) Business Days of delivery thereof. (j) Construction Guarantor DB Xxxxxxxxx agrees to pay to Owner the City any and all reasonable and direct out-of-pocket costs and expenses, including reasonable legal fees (on a substantial indemnity basis) ), incurred by it in connection with enforcing any of its rights hereunder.

General Provisions Relating to the Guarantee. (a) Each and every default in performance or observance of any of the Guaranteed Obligations by Project Co shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs. (b) The Guarantee herein provided for shall be a continuing, absolute and unconditional guarantee of performance and observance of the Guaranteed Obligations and shall remain in full force and effect until each and all of the Guaranteed Obligations shall have been fully and satisfactorily discharged in accordance with the terms and provisions of the Project Agreement and Construction Guarantor shall have fully and satisfactorily discharged all of its obligations under this Guarantee. (c) The liability of Construction Guarantor hereunder shall remain in full force and effect irrespective of and shall in no way be affected or impaired by (and no notice to Construction Guarantor shall be required in respect of): (i) any compromise, waiver, renewal, extension, indulgence, amendment, addition, deletion, change in, modification of, or release of any security (including any other guarantee, letter of credit or bond) for or in respect of any of the Guaranteed Obligations; (ii) any amalgamation, merger or consolidation of Project Co or Construction Guarantor or any sale, lease or transfer of any of the assets of Project Co or Construction Guarantor; (iii) any Change in the Ownership Control of Project Co or Construction Guarantor; (iv) the termination or other expiry of the Project Agreement; (v) any Delay Relief Event or Force Majeure Event (it being acknowledged, however, that the performance of the Guaranteed Obligations shall be extended accordinglyby the period of any extension permitted pursuant to Section 10.1(b) or Section11.2(b); (vvi) any change in the financial condition of Project Co or Construction Guarantor; (vivii) any Project Co Event of Default the Termination Events described in Section 25.1(a)(iSections 14.6(a), (b), (c), or (d) of the Project Agreement, or any resulting release, stay or discharge of any Guaranteed Obligation; (viiviii) any lack or limitation of power, incapacity or disability on the part of Project Co or any other irregularity, defect or informality on the part of Project Co with respect to the Guaranteed Obligations; (viiiix) any provision of any laws, statutes, rules or regulations of general application in relation to suretyship or any other circumstance that might constitute, under law generally applicable to suretyship, a defence available to, or a discharge of, Construction Guarantor in respect of the Guaranteed Obligations or this Guarantee; (ixx) the assignment by the City in accordance with the provisions of Section 22.6 (xi) the exercise of any rights under the Lending Agreements, including the right of Lender the Senior Lenders to cure any default by Project Co Event of Default by or on behalf of Project Co hereunder and/or to assume the obligations of Project Co and complete the Project Work in the manner provided in the Project Agreement; (x) the assignment by Owner in accordance with the provisions of Section 38.2 of the Project Direct Lender Agreement; or (xixii) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing that, under law generally applicable to suretyship, might otherwise constitute a legal or equitable defence or discharge of the liabilities of a guarantor or surety that might otherwise limit recourse against Construction Guarantor. (d) The obligations and liabilities of Construction Guarantor hereunder shall not be impaired, diminished, abated or otherwise affected by the commencement by or against Project Co or Construction Guarantor of any proceedings under any bankruptcy or insolvency law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, compositions or extension or other similar laws. (e) Owner The City shall not be bound to exhaust its recourse against Project Co or others or pursuant to any securities (including the Performance Security described in Schedule 13 of the Project Agreement) or other securities or guarantees it may at any time hold before being entitled to performance of the Guaranteed Obligations by the Construction Guarantor and Construction Guarantor renounces all benefits of discussion and division. (f) It is the intent and purpose hereof that Construction Guarantor shall not be entitled to and does hereby waive any and all defences which are, under law law, generally applicable to suretyship, available to a guarantor, sureties and other secondary parties at law or in equity. Without limiting the generality of the foregoing, Construction Guarantor hereby waives notice of acceptance of this Guarantee and of the non-performance by Project Co, diligence, presentment, protest, dishonour, demand for performance from Owner the City and notice of non- non-performance or failure to perform on the part of Project Co and all other notices whatsoever. The Guarantee hereunder is a guarantee of performance and compliance. In order to hold Construction Guarantor liable hereunder, there shall be no obligation on the part of Owner the City at any time to demand or resort for performance to Project Co, its properties or assets or to any security, property or other rights or remedies whatsoever, nor shall there be any requirement that Project Co be joined as a party to any proceeding for the enforcement of any provision of this Guarantee and Owner the City shall have the right to enforce the provisions of this Guarantee irrespective of whether or not legal proceedings or other enforcement efforts against Project Co are pending, seeking resort to or realization upon or from any of the foregoing. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when when, from time to time, Project Co shall default under or with respect to any of the Guaranteed Obligations, and that, notwithstanding recovery hereunder for or in respect of any such default, the Guarantee herein shall remain in full force and effect unamended and shall apply to each and every subsequent default. (g) Without prejudice to and without releasing, discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of Construction Guarantor under this Guarantee and without in any way requiring the consent of or giving notice to Construction Guarantor, Owner the City may grant time, renewals, extensions, indulgences, releases and discharges to and accept compositions from or otherwise deal with Project Co and/or Construction Guarantor or others, including any other guarantor, as Owner the City may see fit and Owner the City may take, abstain from taking or perfecting, vary, exchange, renew, discharge, give up, realize on or otherwise deal with security and guarantees in such manner as Owner the City may see fit. (h) Neither an action or proceeding brought under this Guarantee regarding the Guaranteed Obligations nor any judgment or recovery in consequence of that action or proceeding operates as a ban bar or defence action or defence to any further action that may be brought under this Guarantee. Construction Guarantor acknowledges that, if judgment is granted on an action or proceeding commenced under this Guarantee, the obligations of Construction Guarantor to Owner the City do not merge with or end Construction Guarantor’s obligations hereunder. (i) The liability of Construction Guarantor under this Guarantee shall arise forthwith after demand has been made in writing on Construction Guarantor, provided, however, that the Construction Guarantor shall be required to respond to such demand within five (5) Business Days of delivery thereof. (j) Construction Guarantor agrees to pay to Owner the City any and all reasonable and direct out-of-of- pocket costs and expenses, including reasonable legal fees (on a substantial indemnity basis) ), incurred by it in connection with enforcing any of its rights hereunder.

General Provisions Relating to the Guarantee. (a) Each and every default in performance or observance of any of the Guaranteed Obligations by Project Co Construction Contractor shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs. (b) The Guarantee herein provided for shall be a continuing, absolute and unconditional guarantee of performance and observance of the Guaranteed Obligations and shall remain in full force and effect until each and all of the Guaranteed Obligations shall have been fully and satisfactorily discharged in accordance with the terms and provisions of the Project Agreement Design and Construction Contract and Construction Guarantor shall have fully and satisfactorily discharged all of its obligations under this Guarantee. (c) The liability of Construction Guarantor hereunder shall remain in full force and effect irrespective of and shall in no way be affected or impaired by (and no notice to Construction Guarantor shall be required in respect of): (i) any compromise, waiver, renewal, extension, indulgence, amendment, addition, deletion, change in, modification of, or release of any security (including any other guarantee, letter of credit or bond) for or in respect of any of the Guaranteed Obligations; (ii) any amalgamation, merger or consolidation of Project Co Construction Contractor or Construction Guarantor or any sale, lease or transfer of any of the assets of Project DB Co or Construction Guarantor; (iii) any Change in the Ownership of Project Co Construction Contractor or Construction Guarantor; (iv) the termination or other expiry of the Project Agreement or the Design and Construction Contract; (v) any Delay Event (it being acknowledged, however, that the performance of the Guaranteed Obligations shall be extended accordingly); (vvi) any change in the financial condition of Project Co Construction Contractor or Construction Guarantor; (vivii) any Project DB Co Event of Default described in Section 25.1(a)(i36.1(a)(i) of the Project AgreementAgreement or the equivalent Construction Contractor event of default under the Design and Construction Contract, or any resulting release, stay or discharge of any Guaranteed Obligation; (viiviii) any lack or limitation of power, incapacity or disability on the part of Project Co Construction Contractor or any other irregularity, defect or informality on the part of Project Co Construction Contractor with respect to the Guaranteed Obligations; (viiiix) any provision of any laws, statutes, rules or regulations of general application in relation to suretyship or any other circumstance that might constitute, under law generally applicable to suretyship, a defence available to, or a discharge of, Construction Guarantor in respect of the Guaranteed Obligations or this Guarantee; (ixx) the exercise of any rights under the Lending Agreements, including the right of Lender Lenders (A) to cure either: (x) any Project DB Co Event of Default by or on behalf of DB Co under the Project Co hereunder Agreement or (y) any Construction Contractor event of default by or on behalf of Construction Contractor under the Design and Construction Contractor and/or (B) to assume the obligations of Project DB Co and complete the Work Guaranteed Obligations in the manner provided in the Project AgreementDesign and Construction Contract; (xxi) the assignment by Owner City in accordance with the provisions of Section 38.2 49.2 of the Project Agreement; or (xixii) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing that, under law generally applicable to suretyship, might otherwise constitute a legal or equitable defence or discharge of the liabilities of a guarantor or surety that might otherwise limit recourse against Construction Guarantor. For the avoidance of doubt, to the extent that the occurrence of any of the circumstances described in Section 2.2(c)(v), Section 2.2(c)(x) or Section 2.2(c)(xi) above results in a modification to the scope or extent of the Guaranteed Obligations, then the Guarantor’s obligations under this Guarantee shall apply in relation to the Guaranteed Obligations as so modified. (d) The obligations and liabilities of Construction Guarantor hereunder shall not be impaired, diminished, abated or otherwise affected by the commencement by or against Project Co Construction Contractor or Construction Guarantor of any proceedings under any bankruptcy or insolvency law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, compositions or extension or other similar laws. (e) Owner The Guaranteed Parties shall not be bound to exhaust its their recourse against Project Co Construction Contractor or others or any securities (including the Security described in Schedule 13 of the Project Agreement) or other guarantees it either Guaranteed Party may at any time hold before being entitled to performance of the Guaranteed Obligations by the Construction Guarantor and Construction Guarantor renounces all benefits of discussion and division. (f) It is the intent and purpose hereof that Construction Guarantor shall not be entitled to and does hereby waive any and all defences which are, under law generally applicable to suretyship, available to a guarantor, sureties and other secondary parties at law or in equity. Without limiting the generality of the foregoing, Construction Guarantor hereby waives notice of acceptance of this Guarantee and of the non-performance by Project CoConstruction Contractor, diligence, presentment, protest, dishonour, demand for performance from Owner either Guaranteed Party and notice of non- performance or failure to perform on the part of Project Co Construction Contractor and all other notices whatsoever. The Guarantee hereunder is a guarantee of performance and compliance. In order to hold Construction Guarantor liable hereunder, there shall be no obligation on the part of Owner either Guaranteed Party at any time to demand or resort for performance to Project CoConstruction Contractor, its properties or assets or to any security, property or other rights or remedies whatsoever, nor shall there be any requirement that Project Co Construction Contractor be joined as a party to any proceeding for the enforcement of any provision of this Guarantee and Owner each Guaranteed Party shall have the right to enforce the provisions of this Guarantee irrespective of whether or not legal proceedings or other enforcement efforts against Project Co Construction Contractor are pending, seeking resort to or realization upon or from any of the foregoing. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when from time to time, Project Co Construction Contractor shall default under or with respect to any of the Guaranteed Obligations, and that, notwithstanding recovery hereunder for or in respect of any such default, the Guarantee herein shall remain in full force and effect unamended and shall apply to each and every subsequent default. (g) Without prejudice to and without releasing, discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of Construction Guarantor under this Guarantee and without in any way requiring the consent of or giving notice to Construction Guarantor, Owner the Guaranteed Parties may grant time, renewals, extensions, indulgences, releases and discharges to and accept compositions from or otherwise deal with Project Co Construction Contractor and/or Construction Guarantor or others, including any other guarantor, as Owner the Guaranteed Parties may see fit and Owner the Guaranteed Parties may take, abstain from taking or perfecting, vary, exchange, renew, discharge, give up, realize on or otherwise deal with security and guarantees in such manner as Owner the Guaranteed Parties may see fit. (h) Neither an action or proceeding brought under this Guarantee regarding the Guaranteed Obligations nor any judgment or recovery in consequence of that action or proceeding operates as a ban bar or defence action or defence to any further action that may be brought under this Guarantee. Construction Guarantor acknowledges that, if judgment is granted on an action or proceeding commenced under this Guarantee, the obligations of Construction Guarantor to Owner City do not merge with or end Construction Guarantor’s obligations hereunder. (i) The liability of Construction Guarantor under this Guarantee shall arise forthwith after demand has been made in writing on Construction Guarantor. (j) Construction Guarantor agrees to pay to Owner any and all reasonable and direct out-of-pocket costs and expenses, including reasonable legal fees (on a substantial indemnity basis) incurred by it in connection with enforcing any of its rights hereunder.