Common use of Guarantors’ Obligations Absolute Clause in Contracts

Guarantors’ Obligations Absolute. The joint and several obligations of the Guarantors under this Guaranty shall be absolute and unconditional and shall remain in full force and effect until released and discharged as herein provided, and such obligations shall not be affected, modified or impaired upon the happening from time to time of any event, including without limitation any of the following, whether or not with notice to, or the consent of, the Guarantors: (a) The compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of Issuer under the Bond Agreement or Tenant under the Project Lease; (b) The failure to give notice to any one or more of the Guarantors of the occurrence of an event of default under the terms and provisions of this Guaranty, the Bond Agreement or the Project Lease; (c) The assignment or mortgaging or the purported assignment or mortgaging of all or any part of the interest of Issuer or Tenant in the Project or any failure of title with respect to Issuer's or Tenant's interests in the Project; (d) Except as provided in Section 4.04 hereof, the waiver of the payment, performance or observance by Issuer, Tenant or any one or more of the Guarantors of any of the obligations, covenants or agreements of any of them contained in the Bond Agreement, the Project Lease or this Guaranty; (e) The extension of the time for payment of any principal of, premium, if any, or interest on any Bond or under this Guaranty or of the time for performance of any other obligations, covenants or agreements under or arising out of the Bond Agreement, the Project Lease or this Guaranty or the extension or the renewal thereof; (f) The modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in the Bond Agreement or the Project Lease, provided that the obligations of the Guarantors are not thereby increased or expanded without the prior written consent of the Guarantors; (g) The taking or the omission of any of the actions referred to in the Bond Agreement, the Project Lease or any actions under this Guaranty; (h) Any failure, omission, delay or lack on the part of Issuer or the Paying Agent to enforce, assert or exercise any right, power or remedy conferred on the Issuer or the Paying Agent in this Guaranty, the Project Lease or the Bond Agreement, or any other act or acts on the part of the Issuer, the Paying Agent or any of the owners from time to time of the Series 2021A Bonds; (i) The voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting Issuer, Tenant or any one or more of the Guarantors or any of the assets of any of them, or any contest of the validity of the Bond Agreement, the Project Lease or this Guaranty or the interest of the Paying Agent in the rentals under the Project Lease in any such proceeding; (j) To the extent permitted by law, the release or discharge of any one or more of the Guarantors from the performance or observance of any obligation, covenant or agreement contained in this Guaranty by operation of law; (k) The default or failure of Issuer, Tenant or any one or more of the Guarantors to perform fully any of their respective obligations set forth in the Bond Agreement, the Project Lease or this Guaranty; (l) Any invalidity or irregularity in any statutory or other proceedings relating to the performance or existence of Issuer, to the issuance of the Series 2021A Bonds or the execution or delivery of the Bond Agreement or the Project Lease; (m) Any impossibility or illegality of performance on the part of Issuer or Tenant of any of their respective obligations under or in connection with the Series 2021A Bonds, the Bond Agreement or the Project Lease; or (n) Any other circumstances, occurrence or condition, whether similar or dissimilar to any of the foregoing, that might be raised in avoidance of or in defense against any action to enforce the obligations of the Guarantors under the provisions hereof.

Guarantors’ Obligations Absolute. The joint obligations, covenants, agreements and several duties of Guarantor hereunder (a) shall be primary obligations of the Guarantors under this Guaranty shall be absolute and Guarantor, (b) are absolute, unconditional and irrevocable, (c) shall remain in full force and effect until released and discharged as herein provided, and such obligations shall not be affecteddischarged, modified limited, impaired, reduced or impaired upon the happening from time to time of terminated in any event, including without limitation way by any of the following, circumstance or condition whatsoever (whether or not with Guarantor or Charterer shall have any knowledge or notice thereof) except by payment and performance in full of the Guaranteed Obligations and (d) shall constitute a guaranty of payment, performance and discharge and not of collection. In addition, the foregoing obligations, covenants, agreements and duties shall not be subject to any counterclaim, crossclaim, set off, deduction, withholding, diminution, abatement, recoupment, suspension, deferment, reduction or defense for any reason whatsoever and Guarantor shall have no right to terminate this Guarantee or to be released, relieved or discharged from any of its obligations, covenants, agreements and duties hereunder for any reason whatsoever (whether or not Guarantor or Charterer shall have any knowledge or notice thereof), including, without limitation: (i) any amendment, modification, addition, deletion or supplement to, or the consent of, the Guarantors: (a) The compromise, settlement, release other change in or termination to or waiver of any provision of any Guaranteed Agreement or all to any Vessel, or any assignment, mortgaging or transfer of any thereof or of any interest therein, or any furnishing or acceptance of additional security, or any exchange or release of any security, for the obligations of Charterer under the Guaranteed Agreements, or the failure of any security or the failure of any Person to perfect any security interest; provided, however, that no such amendment, modification, addition, deletion or supplement to, or change in, any Guaranteed Agreement shall increase any obligation of the obligations, covenants or agreements of Issuer under Guarantor hereunder except to the Bond Agreement or Tenant under extent the Project LeaseGuarantor shall consent thereto in writing; (bii) The failure to give notice to any one or more of the Guarantors of the occurrence of an event of default under the terms and provisions of this Guaranty, the Bond Agreement or the Project Lease; (c) The assignment or mortgaging or the purported assignment or mortgaging of all or any part of the interest of Issuer or Tenant in the Project or any failure of title with respect to Issuer's or Tenant's interests in the Project; (d) Except as provided in Section 4.04 hereof, the waiver of the payment, performance or observance by Issuer, Tenant or any one or more of the Guarantors of any of the obligations, covenants or agreements of any of them contained in the Bond Agreement, the Project Lease or this Guaranty; (e) The extension of the time for payment of any principal of, premium, if any, or interest on any Bond or under this Guaranty or of the time for performance of any other obligations, covenants or agreements under or arising out of the Bond Agreement, the Project Lease or this Guaranty or the extension or the renewal thereof; (f) The modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in the Bond Agreement or the Project Lease, provided that the obligations of the Guarantors are not thereby increased or expanded without the prior written consent of the Guarantors; (g) The taking or the omission of any of the actions referred to in the Bond Agreement, the Project Lease or any actions under this Guaranty; (h) Any failure, omission, omission or delay or lack on the part of Issuer Charterer or the Paying Agent any Guaranteed Party, to enforceperform or comply with any term of any Guaranteed Agreement; (iii) any waiver, assert consent, extension, indulgence, compromise, release or other action or inaction under or in respect of any Guaranteed Agreement or any obligation or liability of Charterer or any Guaranteed Party, or any exercise or nonexercise of any right, remedy, power or remedy conferred on the Issuer privilege under or the Paying Agent in this Guaranty, the Project Lease or the Bond Agreement, respect of any such Guaranteed Agreement or any other act such obligation or acts on the part of the Issuer, the Paying Agent or any of the owners from time to time of the Series 2021A Bondsliability; (iiv) The voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivershipany bankruptcy, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition readjustment, composition, dissolution, liquidation, winding up or similar proceeding with creditors or readjustment of, or other similar proceedings affecting Issuer, Tenant respect to Charterer or any one Guaranteed Party or more of the Guarantors any other Person or any of the assets of any of themtheir respective properties or creditors, or any contest of the validity of the Bond Agreement, the Project Lease action taken by any trustee or this Guaranty receiver or the interest of the Paying Agent in the rentals under the Project Lease by any court in any such proceeding; (jv) To any limitation on the extent permitted by lawliability or obligations of Charterer or any other Person under any Guaranteed Agreement or any discharge, the release termination, cancellation, frustration, irregularity, invalidity, unenforceability, illegality or discharge impossibility of performance, in whole or in part, of any one or more of the Guarantors from the performance Guaranteed Agreements or observance any term of any obligation, covenant or agreement contained in this Guaranty by operation of lawthereof; (kvi) The default any defect in the title, compliance with specifications, condition, design, operation or failure fitness for use of, any ineligibility for any particular activity of Issuer, Tenant any damage to or loss or destruction of or any one interruption or more cessation in the use of, any Vessel or any portion thereof by Charterer or any other Person for any reason whatsoever (including, without limitation, any Event of Loss or any event referred to in Article 12 of the Guarantors to perform fully any of their respective obligations set forth in the Bond Agreement, the Project Lease or this Guaranty; (lDemise Charter) Any invalidity or irregularity in any statutory or other proceedings relating to the performance or existence of Issuer, to the issuance regardless of the Series 2021A Bonds or the execution or delivery duration thereof (even though such duration would otherwise constitute a frustration of the Bond Agreement Demise Charter), whether or the Project Lease; (m) Any impossibility not resulting from accident and whether or illegality of performance not without fault on the part of Issuer Charterer or Tenant any other Person; (vii) any merger or consolidation of Charterer or Guarantor into or with any other Person or any sale, lease or transfer or other disposition of any or all or substantially all of their respective obligations the assets of Charterer or Guarantor to any other Person; (viii) any change in the ownership of Charterer (including, without limitation, any change as a result of which the magnitude of Guarantor’s ownership interest in Charterer is reduced or Guarantor ceases to hold any such ownership interest, directly or indirectly); (ix) any act, omission or breach on the part of Charterer, any Guaranteed Party or any other Person under or in connection with the Series 2021A Bonds, the Bond any Guaranteed Agreement or the Project Lease; orother Transaction Document, or under any law or governmental regulation applicable to said parties or to any Vessel; (nx) Any any claims as a result of any other circumstancesbusiness dealings by any Guaranteed Party, Guarantor, Charterer or any other Person; (xi) any event of force majeure; (xii) any legal requirement; and (xiii) any other occurrence or conditioncircumstance whatsoever, whether similar or dissimilar to any of the foregoing, that might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or that might otherwise limit recourse against Guarantor. The obligations of Guarantor set forth herein constitute the full recourse obligations of Guarantor enforceable against it to the full extent of all its assets and properties, notwithstanding any provision in any Guaranteed Agreement limiting the liability of the Shipowner, the Trustee, the Owner Participant or any other Person. The obligations of Guarantor set forth in this Guarantee shall be raised continuing and Guarantor agrees that in avoidance the discharge of its obligations under Section 1.1 hereof, no judgment, order, or in defense execution need be obtained, and no action, suit or proceeding need be brought, and no other remedies need be exhausted against Charterer or any other Person, or against any action other security, prior to enforce the obligations of the Guarantors under the provisions hereofdemand by any Guaranteed Party for payment or performance hereunder.

Guarantors’ Obligations Absolute. The joint obligations, covenants, agreements and several duties of each Guarantor hereunder (a) shall be primary obligations of the Guarantors under this Guaranty shall be absolute and such Guarantor, (b) are absolute, unconditional and irrevocable, (c) shall remain in full force and effect until released and discharged as herein provided, and such obligations shall not be affecteddischarged, modified limited, impaired, reduced or impaired upon the happening from time to time of terminated in any event, including without limitation way by any of the following, circumstance or condition whatsoever (whether or not such Guarantor or Charterers shall have any knowledge or notice thereof) except by payment and performance in full of the Guaranteed Obligations, (d) shall constitute a guaranty of payment, performance and discharge and not of collection and (e) shall be joint and several with any other Guarantor. In addition, the foregoing obligations, covenants, agreements and duties shall not be subject to any counterclaim, crossclaim, set off, deduction, withholding, diminution, abatement, recoupment, suspension, deferment, reduction or defense for any reason whatsoever and no Guarantor shall have any right to terminate this Guarantee or to be released, relieved or discharged from any of its obligations, covenants, agreements and duties hereunder for any reason whatsoever (whether or not such Guarantor or Charterers shall have any knowledge or notice thereof), including, without limitation: (i) any amendment, modification, addition, deletion or supplement to, or the consent of, the Guarantors: (a) The compromise, settlement, release other change in or termination to or waiver of any provision of any Guaranteed Agreement or all to any Vessel, or any assignment, mortgaging or transfer of any thereof or of any interest therein, or any furnishing or acceptance of additional security, or any exchange or release of any security, for the obligations, covenants or agreements obligations of Issuer Charterers under the Bond Guaranteed Agreements, or the failure of any security or the failure of any Person to perfect any security interest; provided, however, that no such amendment, modification, addition, deletion or supplement to, or change in, any Guaranteed Agreement or Tenant under shall increase any obligation of any Guarantor hereunder except to the Project Leaseextent such Guarantor shall consent thereto in writing; (bii) The failure to give notice to any one or more of the Guarantors of the occurrence of an event of default under the terms and provisions of this Guaranty, the Bond Agreement or the Project Lease; (c) The assignment or mortgaging or the purported assignment or mortgaging of all or any part of the interest of Issuer or Tenant in the Project or any failure of title with respect to Issuer's or Tenant's interests in the Project; (d) Except as provided in Section 4.04 hereof, the waiver of the payment, performance or observance by Issuer, Tenant or any one or more of the Guarantors of any of the obligations, covenants or agreements of any of them contained in the Bond Agreement, the Project Lease or this Guaranty; (e) The extension of the time for payment of any principal of, premium, if any, or interest on any Bond or under this Guaranty or of the time for performance of any other obligations, covenants or agreements under or arising out of the Bond Agreement, the Project Lease or this Guaranty or the extension or the renewal thereof; (f) The modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in the Bond Agreement or the Project Lease, provided that the obligations of the Guarantors are not thereby increased or expanded without the prior written consent of the Guarantors; (g) The taking or the omission of any of the actions referred to in the Bond Agreement, the Project Lease or any actions under this Guaranty; (h) Any failure, omission, omission or delay or lack on the part of Issuer Charterers or the Paying Agent any Guaranteed Party, to enforceperform or comply with any term of any Guaranteed Agreement; (iii) any waiver, assert consent, extension, indulgence, compromise, release or other action or inaction under or in respect of any Guaranteed Agreement or any obligation or liability of Charterers or any Guaranteed Party, or any exercise or nonexercise of any right, remedy, power or remedy conferred on the Issuer privilege under or the Paying Agent in this Guaranty, the Project Lease or the Bond Agreement, respect of any such Guaranteed Agreement or any other act such obligation or acts on the part of the Issuer, the Paying Agent or any of the owners from time to time of the Series 2021A Bondsliability; (iiv) The voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivershipany bankruptcy, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition readjustment, composition, dissolution, liquidation, winding up or similar proceeding with creditors or readjustment of, or other similar proceedings affecting Issuer, Tenant respect to Charterers or any one Guaranteed Party or more of the Guarantors any other Person or any of the assets of any of themtheir respective properties or creditors, or any contest of the validity of the Bond Agreement, the Project Lease action taken by any trustee or this Guaranty receiver or the interest of the Paying Agent in the rentals under the Project Lease by any court in any such proceeding; (jv) To any limitation on the extent permitted by lawliability or obligations of Charterers or any other Person under any Guaranteed Agreement or any discharge, the release termination, cancellation, frustration, irregularity, invalidity, unenforceability, illegality or discharge impossibility of performance, in whole or in part, of any one or more of the Guarantors from the performance Guaranteed Agreements or observance any term of any obligation, covenant or agreement contained in this Guaranty by operation of lawthereof; (kvi) The default any defect in the title, compliance with specifications, condition, design, operation or failure fitness for use of, any ineligibility for any particular activity of Issuer, Tenant any damage to or loss or destruction of or any one interruption or more cessation in the use of, any Vessel or any portion thereof by Charterers or any other Person for any reason whatsoever (including, without limitation, any Event of Loss or any event referred to in Article 12 of the Guarantors to perform fully any of their respective obligations set forth in the Bond Agreement, the Project Lease or this Guaranty; (lDemise Charters) Any invalidity or irregularity in any statutory or other proceedings relating to the performance or existence of Issuer, to the issuance regardless of the Series 2021A Bonds or the execution or delivery duration thereof (even though such duration would otherwise constitute a frustration of the Bond Agreement Demise Charters), whether or the Project Lease; (m) Any impossibility not resulting from accident and whether or illegality of performance not without fault on the part of Issuer either Charterer or Tenant any other Person; (vii) any merger or consolidation of Charterers or any Guarantor into or with any other Person or any sale, lease or transfer or other disposition of any or all or substantially all of their respective obligations the assets of Charterers or any Guarantor to any other Person; (viii) any change in the ownership of Charterers (including, without limitation, any change as a result of which the magnitude of any Guarantor’s ownership interest in Charterers is reduced or any Guarantor ceases to hold any such ownership interest, directly or indirectly); (ix) any act, omission or breach on the part of Charterers, any Guaranteed Party or any other Person under or in connection with the Series 2021A Bonds, the Bond any Guaranteed Agreement or the Project Lease; orother Transaction Document, or under any law or governmental regulation applicable to said parties or to any Vessel; (nx) Any any claims as a result of any other circumstancesbusiness dealings by any Guaranteed Party, any Guarantor, Charterers or any other Person; (xi) any event of force majeure; (xii) any legal requirement; and (xiii) any other occurrence or conditioncircumstance whatsoever, whether similar or dissimilar to any of the foregoing, that might be raised in avoidance otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or in defense surety or that might otherwise limit recourse against any action to enforce the Guarantor. The obligations of each Guarantor set forth herein constitute the Guarantors full recourse obligations of such Guarantor enforceable against it to the full extent of all its assets and properties, notwithstanding any provision in any Guaranteed Agreement limiting the liability of the Shipowner, the Trustee, the Owner Participant or any other Person. The obligations of each Guarantor set forth in this Guarantee shall be continuing and each Guarantor agrees that in the discharge of its obligations under Section 1.1 hereof, no judgment, order, or execution need be obtained, and no action, suit or proceeding need be brought, and no other remedies need be exhausted against either Charterer or any other Person, or against any other security, prior to the provisions hereofdemand by any Guaranteed Party for payment or performance hereunder.

Guarantors’ Obligations Absolute. The joint Subject to the limitations set forth in Section 2.2 and several any other applicable law, the obligations of the Guarantors Guarantor under Section 2.1 of this Guaranty Agreement shall be absolute and unconditional unconditional, shall not be subject to any counterclaim, setoff, deduction or defense based on any claim the Guarantor may have against any of the Guaranteed Parties, the Agent, the Purchaser, or any Program Support Provider, or any of their respective Affiliates, and shall remain in full force and effect until released and discharged as herein providedwithout regard to, and such obligations shall not be affectedreleased, modified suspended, abated, deferred, reduced, discharged, terminated or impaired upon otherwise affected by any circumstance or occurrence whatsoever (other than the happening termination of this Agreement in accordance with its terms) (whether or not the Guarantor or any of its Affiliates shall have any knowledge or notice thereof), including, without limitation: (a) any renewal, extension, amendment or modification of or addition or supplement to or deletion from time the Guaranteed Agreements, this Agreement, any other Transaction Document, or any other instrument or agreement applicable to time the Guarantor, the Guaranteed Parties, or any part thereof, or any assignment, transfer or other disposition of any event, including without limitation thereof; (b) any failure on the part of any of the followingGuaranteed Parties or any other person to perform or comply with any term of any such instrument or agreement; (c) any waiver, consent, extension, indulgence or other action or inaction (including, without limitation, any lack of diligence or failure to mitigate damages) under or in respect of any such instrument or agreement or any obligation or liability of any of the Guaranteed Parties or any other person, or any exercise or non-exercise of any right, power or remedy under or in respect of any such instrument or agreement or any such obligation or liability; (d) any furnishing of any additional security to the Agent, the Purchaser or any Program Support Provider or any acceptance thereof or any release of any security by the Agent, the Purchaser or any Program Support Provider; (e) any limitation on any person’s liability or obligation under any such instrument or agreement or any such obligation or liability or any termination, cancellation, commercial or other frustration, invalidity or unenforceability, in whole or in part, of any such instrument or agreement or any such obligation or liability or any term of any thereof; (f) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition, arrangement or other similar proceeding relating to any of the Guaranteed Parties or to any of their properties or assets, or any such proceeding by, among or on behalf of any of their creditors, as such, or any proceeding for the voluntary liquidation or dissolution or other winding up of any of the Guaranteed Parties, whether or not with notice toinsolvency or bankruptcy proceedings, or any assignment for the consent ofbenefit of their creditors, or any other marshalling of their assets, or any action taken by any trustee or receiver or by any court in any such proceeding; (g) any change in the Guarantors: (a) The compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of Issuer under the Bond Agreement or Tenant under the Project Lease; (b) The failure to give notice to any one or more of the Guarantors of the occurrence of an event of default under the terms and provisions of this Guaranty, the Bond Agreement or the Project Lease; (c) The assignment or mortgaging or the purported assignment or mortgaging ownership of all or any part of the interest of Issuer or Tenant in the Project or any failure of title with respect to Issuer's or Tenant's interests in the Project; (d) Except as provided in Section 4.04 hereof, the waiver of the payment, performance or observance by Issuer, Tenant or any one or more of the Guarantors capital stock of any of the obligationsGuaranteed Parties; (h) any assignment, covenants transfer or agreements of any of them contained other disposition, in the Bond Agreementwhole or in part, the Project Lease or this Guaranty; (e) The extension of the time for payment of any principal of, premium, if any, or interest on any Bond or under this Guaranty or of the time for performance of any other obligations, covenants or agreements under or arising out of the Bond Agreement, the Project Lease or this Guaranty or the extension or the renewal thereof; (f) The modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in the Bond Agreement or the Project Lease, provided that the obligations of the Guarantors are not thereby increased or expanded without the prior written consent of the Guarantors; (g) The taking or the omission of by any of the actions referred to Guaranteed Parties of its interest in the Bond Agreement, Pool Receivables subjected to the Project Lease liens and security interests created by the Transaction Documents; (i) any taking of or any actions under this Guaranty; (h) Any failure, omission, delay encumbrance on or lack on the part interference with any use of Issuer or the Paying Agent any damage to enforce, assert or exercise any right, power or remedy conferred on the Issuer or the Paying Agent in this Guaranty, the Project Lease or the Bond Agreementdestruction of such property, or any other act part thereof or acts on the part of the Issuer, the Paying Agent interest therein; or any of the owners from time to time of the Series 2021A Bonds; (i) The voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting Issuer, Tenant or any one or more of the Guarantors or any of the assets of any of them, or any contest of the validity of the Bond Agreement, the Project Lease or this Guaranty or the interest of the Paying Agent in the rentals under the Project Lease in any such proceeding; (j) To the extent permitted by law, the release any other circumstance or discharge of any one or more of the Guarantors from the performance or observance of any obligation, covenant or agreement contained in this Guaranty by operation of law; (k) The default or failure of Issuer, Tenant or any one or more of the Guarantors to perform fully any of their respective obligations set forth in the Bond Agreement, the Project Lease or this Guaranty; (l) Any invalidity or irregularity in any statutory or other proceedings relating to the performance or existence of Issuer, to the issuance of the Series 2021A Bonds or the execution or delivery of the Bond Agreement or the Project Lease; (m) Any impossibility or illegality of performance on the part of Issuer or Tenant of any of their respective obligations under or in connection with the Series 2021A Bonds, the Bond Agreement or the Project Lease; or (n) Any other circumstances, occurrence or conditionoccurrence, whether similar or dissimilar to any of the foregoing (other than the termination of this Agreement in accordance with its terms). Notwithstanding the foregoing, that might be raised in avoidance of or in defense against any action to enforce the obligations this Agreement is not a guarantee of the Guarantors under collection of any of the provisions hereofReceivables and the Guarantor shall not be responsible for any Guaranteed Obligations to the extent the failure to perform such Guaranteed Obligations by any Guaranteed Party results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor.

Guarantors’ Obligations Absolute. The joint obligations, covenants, agreements and several duties of each Guarantor hereunder (a) shall be primary obligations of the Guarantors under this Guaranty shall be absolute and such Guarantor, (b) are absolute, unconditional and irrevocable, (c) shall remain in full force and effect until released and discharged as herein provided, and such obligations shall not be affecteddischarged, modified limited, impaired, reduced or impaired upon the happening from time to time of terminated in any event, including without limitation way by any of the following, circumstance or condition whatsoever (whether or not such Guarantor or Charterer shall have any knowledge or notice thereof) except by payment and performance in full of the Guaranteed Obligations, (d) shall constitute a guaranty of payment, performance and discharge and not of collection, and (e) shall be joint and several with any other Guarantor. In addition, the foregoing obligations, covenants, agreements and duties shall not be subject to any counterclaim, crossclaim, set off, deduction, withholding, diminution, abatement, recoupment, suspension, deferment, reduction or defense for any reason whatsoever, no Guarantor shall have any right to terminate this Guarantee or to be released, relieved or discharged from any of its obligations, covenants, agreements and duties hereunder for any reason whatsoever (whether or not such Guarantor or Charterer shall have any knowledge or notice thereof), including, without limitation: (i) any amendment, modification, addition, deletion or supplement to, or the consent of, the Guarantors: (a) The compromise, settlement, release other change in or termination to or waiver of any provision of any Guaranteed Agreement or all to any Vessel, or any assignment, mortgaging or transfer of any thereof or of any interest therein, or any furnishing or acceptance of additional security, or any exchange or release of any security, for the obligations, covenants or agreements obligations of Issuer Charterer under the Bond Guaranteed Agreements, or the failure of any security or the failure of any Person to perfect any security interest; provided, however, that no such amendment, modification, addition, deletion or supplement to, or change in, any Guaranteed Agreement or Tenant under shall increase any obligation of any Guarantor hereunder except to the Project Leaseextent such Guarantor shall consent thereto in writing; (bii) The failure to give notice to any one or more of the Guarantors of the occurrence of an event of default under the terms and provisions of this Guaranty, the Bond Agreement or the Project Lease; (c) The assignment or mortgaging or the purported assignment or mortgaging of all or any part of the interest of Issuer or Tenant in the Project or any failure of title with respect to Issuer's or Tenant's interests in the Project; (d) Except as provided in Section 4.04 hereof, the waiver of the payment, performance or observance by Issuer, Tenant or any one or more of the Guarantors of any of the obligations, covenants or agreements of any of them contained in the Bond Agreement, the Project Lease or this Guaranty; (e) The extension of the time for payment of any principal of, premium, if any, or interest on any Bond or under this Guaranty or of the time for performance of any other obligations, covenants or agreements under or arising out of the Bond Agreement, the Project Lease or this Guaranty or the extension or the renewal thereof; (f) The modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in the Bond Agreement or the Project Lease, provided that the obligations of the Guarantors are not thereby increased or expanded without the prior written consent of the Guarantors; (g) The taking or the omission of any of the actions referred to in the Bond Agreement, the Project Lease or any actions under this Guaranty; (h) Any failure, omission, omission or delay or lack on the part of Issuer Charterer or the Paying Agent any Guaranteed Party, to enforceperform or comply with any term of any Guaranteed Agreement; (iii) any waiver, assert consent, extension, indulgence, compromise, release or other action or inaction under or in respect of any Guaranteed Agreement or any obligation or liability of Charterer or any Guaranteed Party, or any exercise or nonexercise of any right, remedy, power or remedy conferred on the Issuer privilege under or the Paying Agent in this Guaranty, the Project Lease or the Bond Agreement, respect of any such Guaranteed Agreement or any other act such obligation or acts on the part of the Issuer, the Paying Agent or any of the owners from time to time of the Series 2021A Bondsliability; (iiv) The voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivershipany bankruptcy, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition readjustment, composition, dissolution, liquidation, winding up or similar proceeding with creditors or readjustment of, or other similar proceedings affecting Issuer, Tenant respect to Charterer or any one Guaranteed Party or more of the Guarantors any other Person or any of the assets of any of themtheir respective properties or creditors, or any contest of the validity of the Bond Agreement, the Project Lease action taken by any trustee or this Guaranty receiver or the interest of the Paying Agent in the rentals under the Project Lease by any court in any such proceeding; (jv) To any limitation on the extent permitted by lawliability or obligations of Charterer or any other Person under any Guaranteed Agreement or any discharge, the release termination, cancellation, frustration, irregularity, invalidity, unenforceability, illegality or discharge impossibility of performance, in whole or in part, of any one or more of the Guarantors from the performance Guaranteed Agreements or observance any term of any obligation, covenant or agreement contained in this Guaranty by operation of lawthereof; (kvi) The default any defect in the title, compliance with specifications, condition, design, operation or failure fitness for use of, any ineligibility for any particular activity of Issuer, Tenant any damage to or loss or destruction of or any one interruption or more cessation in the use of, any Vessel or any portion thereof by Charterer or any other Person for any reason whatsoever (including, without limitation, any Event of Loss or any event referred to in Article 12 of the Guarantors to perform fully any of their respective obligations set forth in the Bond Agreement, the Project Lease or this Guaranty; (lDemise Charter) Any invalidity or irregularity in any statutory or other proceedings relating to the performance or existence of Issuer, to the issuance regardless of the Series 2021A Bonds or the execution or delivery duration thereof (even though such duration would otherwise constitute a frustration of the Bond Agreement Demise Charter), whether or the Project Lease; (m) Any impossibility not resulting from accident and whether or illegality of performance not without fault on the part of Issuer Charterer or Tenant any other Person; (vii) any merger or consolidation of Charterer or any Guarantor into or with any other Person or any sale, lease or transfer or other disposition of any or all or substantially all of their respective obligations the assets of Charterer or any Guarantor to any other Person; (viii) any change in the ownership of Charterer (including, without limitation, any change as a result of which the magnitude of any Guarantor’s ownership interest in Charterer is reduced or Guarantor ceases to hold any such ownership interest, directly or indirectly); (ix) any act, omission or breach on the part of Charterer, any Guaranteed Party or any other Person under or in connection with the Series 2021A Bonds, the Bond any Guaranteed Agreement or the Project Lease; orother Transaction Document, or under any law or governmental regulation applicable to said parties or to any Vessel; (nx) Any any claims as a result of any other circumstancesbusiness dealings by any Guaranteed Party, any Guarantor, Charterer or any other Person; (xi) any event of force majeure; (xii) any legal requirement; and (xiii) any other occurrence or conditioncircumstance whatsoever, whether similar or dissimilar to any of the foregoing, that might be raised in avoidance otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or in defense surety or that might otherwise limit recourse against any action to enforce the Guarantor. The obligations of each Guarantor set forth herein constitute the Guarantors full recourse obligations of such Guarantor enforceable against it to the full extent of all its assets and properties, notwithstanding any provision in any Guaranteed Agreement limiting the liability of the Shipowner, the Trustee, the Owner Participant or any other Person. The obligations of each Guarantor set forth in this Guarantee shall be continuing and each Guarantor agrees that in the discharge of its obligations under Section 1.1 hereof, no judgment, order, or execution need be obtained, and no action, suit or proceeding need be brought, and no other remedies need be exhausted against Charterer or any other Person, or against any other security, prior to the provisions hereofdemand by any Guaranteed Party for payment or performance hereunder.

Guarantors’ Obligations Absolute. The joint and several Guaranteed Obligations together with the obligations of the Guarantors Guarantor arising under this Guaranty shall be absolute Agreement with respect to the costs and unconditional and expenses incurred by the Lender in enforcing this Agreement (hereinafter referred to collectively as the "Guarantor Obligations") shall remain in full force and effect until released and discharged as herein providedwithout regard to, and such obligations shall not be affected, modified affected or impaired upon the happening from time to time of any event, including without limitation any of by the following, whether or not with notice to, or any of which actions may be taken without the consent of, or notice to, the GuarantorsGuarantor, nor shall any of the following give the Guarantor any recourse or right of action against the Lender: (a) The compromiseAny express or implied amendment, settlementmodification, release renewal, addition, supplement, extension, rearrangement or termination acceleration of or to, or any consent to departure from any Loan Document (including, without limitation, extensions beyond the original term or all any change in time, place or manner of payment, or any increase in the amount of the obligations, covenants Loans or agreements of Issuer under the Bond Agreement or Tenant under the Project LeaseCommitment); (b) The failure to give notice to Any exercise or non-exercise by the Lender of any one right or more of the Guarantors of the occurrence of an event of default privilege under the terms and provisions of this Guaranty, the Bond Agreement or the Project Leaseany other Loan Document; (c) The assignment Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or mortgaging other like proceeding relating to the Guarantor or the purported assignment or mortgaging of all Borrower or any part of the interest of Issuer or Tenant in the Project their respective Subsidiaries or any failure of title action taken with respect to Issuer's any other Loan Document by any trustee, conservator, custodian, or Tenant's interests receiver, or by any court, in any such proceeding, whether or not the ProjectGuarantor shall have had notice or knowledge of any of the foregoing; (d) Except as provided in Section 4.04 hereof, the waiver Any release or discharge of the payment, performance or observance by Issuer, Tenant Borrower from any liability under any Loan Document or any one release or more discharge of any other party at any time directly or contingently liable for the Guaranteed Obligations or any obligations of the Guarantors of any of Borrower to the obligations, covenants or agreements of any of them contained in the Bond Agreement, the Project Lease or this GuarantyLender; (e) The extension Any assignment or other transfer of the time for payment of any principal of, premium, if any, this Agreement or interest on any Bond or under this Guaranty or of the time for performance of any other obligations, covenants Loan Document in whole or agreements under or arising out of the Bond Agreement, the Project Lease or this Guaranty or the extension or the renewal thereofin part; (f) The modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth Any change in the Bond Agreement or the Project Lease, provided that the obligations ownership of the Guarantors are not thereby increased Borrower or expanded without in the prior written consent legal form in which it is organized, and any change in or restructuring or termination of the Guarantorsstructure or existence of the Borrower; (g) The taking or the omission Any acceptance of any partial performance of the actions referred to in the Bond Agreement, the Project Lease or any actions under this GuarantyGuaranteed Obligations; (h) Any failuretaking, omissionexchange, delay release or lack on non-perfection of the part of Issuer or the Paying Agent to enforce, assert or exercise any right, power or remedy conferred on the Issuer or the Paying Agent in this Guaranty, the Project Lease or the Bond Agreement, Pledged Collateral (as hereinafter defined) or any other act or acts on the part of the Issuer, the Paying Agent collateral for all or any of the owners from time to time Guaranteed Obligations or any other obligations of the Series 2021A BondsBorrower to the Lender; (i) The voluntary Any manner of application of the Pledged Collateral or involuntary liquidationany other collateral, dissolutionor proceeds thereof, to all or any of the Guaranteed Obligations or any manner of sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting Issuer, Tenant Pledged Collateral or any one or more of the Guarantors other collateral for all or any of the assets of any of them, Guaranteed Obligations or any contest other obligations of the validity of Borrower to the Bond Agreement, the Project Lease or this Guaranty or the interest of the Paying Agent in the rentals under the Project Lease in any such proceeding;Lender; or (j) To the extent permitted by lawAny other circumstance (including, without limitation, the release existence of or reliance on any representation by the Lender) which might otherwise constitute a defense available to, or a discharge of any one or more of the Guarantors from the performance or observance of any obligation, covenant or agreement contained in this Guaranty by operation of law; (k) The default or failure of Issuer, Tenant or any one or more of the Guarantors to perform fully any of their respective obligations set forth in the Bond Agreementof, the Project Lease Borrower or this Guaranty; (l) Any invalidity a surety or irregularity in any statutory or other proceedings relating to the performance or existence of Issuer, to the issuance of the Series 2021A Bonds or the execution or delivery of the Bond Agreement or the Project Lease; (m) Any impossibility or illegality of performance on the part of Issuer or Tenant of any of their respective obligations under or in connection with the Series 2021A Bonds, the Bond Agreement or the Project Lease; or (n) Any other circumstances, occurrence or condition, whether similar or dissimilar to any of the foregoing, that might be raised in avoidance of or in defense against any action to enforce the obligations of the Guarantors under the provisions hereofa guarantor.

Guarantors’ Obligations Absolute. The joint Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 26 and several for the reinstatement provisions set forth in Section 21, the obligations of the Guarantors each Guarantor under this Guaranty shall be absolute and unconditional unconditional, shall not be subject to any counterclaim, setoff, deduction or defense based on any claim such Guarantor may have against the Borrower or any other Person, including, without limitation, the Administrative Agent, any other Creditor, any of their respective Affiliates, or any other Guarantor, and shall remain in full force and effect until released and discharged as herein providedwithout regard to, and such obligations shall not be affectedreleased, modified suspended, abated, deferred, reduced, limited, discharged, terminated or otherwise impaired upon the happening from time to time of or adversely affected by any eventcircumstance or occurrence whatsoever, including including, without limitation any of the following, whether or not with notice to, or the consent of, the Guarantorslimitation: (a) The compromise, settlement, release or termination of any or all increase in the amount of the obligationsGuaranteed Obligations outstanding from time to time, covenants including, without limitation, any increase in the aggregate outstanding amount of the Loans and Letters of Credit above any specific maximum amount referred to herein or agreements in the Credit Agreement as in effect on the date hereof, and any increase in any interest rate, Fee or other amount applicable to any portion of Issuer the Guaranteed Obligations or otherwise payable under the Bond Agreement or Tenant under the Project Leaseany Guaranteed Document; (b) The failure any direction as to give notice to the application of any one payment by the Borrower or more of the Guarantors of the occurrence of an event of default under the terms and provisions of this Guaranty, the Bond Agreement or the Project Leaseby any other Person; (c) The assignment any incurrence of additional Guaranteed Obligations at any time or mortgaging under any circumstances, including, without limitation, (i) during the continuance of a Default or Event of Default, (ii) at any time when all conditions to such incurrence have not been satisfied, or (iii) in excess of any borrowing base, sublimit or other limitations, if any, contained in the purported assignment or mortgaging of all Credit Agreement or any part of the interest of Issuer or Tenant in the Project or any failure of title with respect to Issuer's or Tenant's interests in the Projectother Guaranteed Documents; (d) Except as provided in Section 4.04 hereof, the waiver of the payment, performance any renewal or observance by Issuer, Tenant or any one or more of the Guarantors of any of the obligations, covenants or agreements of any of them contained in the Bond Agreement, the Project Lease or this Guaranty; (e) The extension of the time for payment or maturity of any principal of the Guaranteed Obligations, or any amendment or modification of, premium, if anyor addition or supplement to, or interest on deletion from, the Credit Agreement, any Bond other Guaranteed Document, or under this Guaranty any other instrument or agreement applicable to the Borrower or any other Person, or any part thereof, or any assignment, transfer or other disposition of any thereof; (e) any failure of the time for performance Credit Agreement, any other Guaranteed Document, or any other instrument or agreement applicable to the Borrower or any other Person, to constitute the legal, valid and binding agreement or obligation of any other obligationsparty thereto, covenants enforceable in accordance with its terms, or agreements under or arising out any irregularity in the form of the Bond Agreement, the Project Lease or this Guaranty or the extension or the renewal thereofany Guaranteed Document; (f) The modification any waiver, consent, extension, indulgence or amendment other action or inaction (whether material including, without limitation, any lack of diligence, any failure to mitigate damages or otherwisemarshal assets, or any election of remedies) under or in respect of (i) the Credit Agreement, any obligationother Guaranteed Document, covenant or agreement set forth in the Bond Agreement any such other instrument or the Project Leaseagreement, provided that the obligations or (ii) any obligation or liability of the Guarantors are not thereby increased Borrower or expanded without the prior written consent of the Guarantorsany other Person; (g) The taking any payment made to the Administrative Agent or any other Creditor on the omission Guaranteed Obligations that the Administrative Agent or any other Creditor repays, returns or otherwise restores to the Borrower or any other applicable obligor pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding; (h) any sale, exchange, release, surrender or foreclosure of, or any realization upon, or other dealing with, in any manner and in any order, any property, rights or interests by whomsoever at any time granted, assigned, pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations, or any other liabilities or obligations (including any of those hereunder), or any portion of any thereof; (i) any release of any security or any guaranty by or at the direction of the actions referred to in the Bond Agreement, the Project Lease Administrative Agent or any actions under other Creditor, or any release or discharge of, or limitation of recourse against, any Person furnishing any security or guaranty, including, without limitation, any release or discharge of any Guarantor from this Guaranty; (hj) Any failure, omission, delay any Insolvency Event relating to the Borrower or lack on the part of Issuer or the Paying Agent to enforce, assert or exercise any right, power or remedy conferred on the Issuer or the Paying Agent in this Guaranty, the Project Lease or the Bond Agreement, or any other act or acts on the part of the Issuer, the Paying Agent or any of the owners from time to time of the Series 2021A Bonds; (i) The voluntary its properties or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting Issuer, Tenant or any one or more of the Guarantors or any of the assets of any of them, or any contest of the validity of the Bond Agreement, the Project Lease or this Guaranty or the interest of the Paying Agent in the rentals under the Project Lease in any such proceeding; (j) To the extent permitted by law, the release or discharge of any one or more of the Guarantors from the performance or observance of any obligation, covenant or agreement contained in this Guaranty by operation of law; (k) The default any assignment, transfer or failure of Issuerother disposition, Tenant in whole or in part, by the Borrower or any one or more other Person of its interest in any of the Guarantors to perform fully property, rights or interests constituting security for all or any portion of their respective obligations set forth in the Bond AgreementGuaranteed Obligations or any other Indebtedness, the Project Lease liabilities or this Guarantyobligations; (l) Any invalidity any lack of notice to, or irregularity in knowledge by, any statutory or other proceedings relating to the performance or existence Guarantor of Issuer, to the issuance any of the Series 2021A Bonds or the execution or delivery of the Bond Agreement or the Project Lease;matters referred to above; or (m) Any impossibility to the fullest extent permitted under applicable law now or illegality of performance on the part of Issuer hereafter in effect, any other circumstance or Tenant of any of their respective obligations under or in connection with the Series 2021A Bonds, the Bond Agreement or the Project Lease; or (n) Any other circumstances, occurrence or conditionoccurrence, whether similar or dissimilar to any of the foregoing, that could or might be raised in avoidance constitute a defense available to, or a discharge of or in defense against any action to enforce the obligations of, a guarantor or other surety, other than payment in full of the Guarantors under the provisions hereofGuaranteed Obligations (excluding contingent obligations for which no claims have been made and obligations in respect of Letters of Credit that have been Cash Collateralized).