Common use of Liability of Guarantor Absolute Clause in Contracts

Liability of Guarantor Absolute. The liability of Guarantor hereunder is primary, absolute and unconditional and is exclusive and independent of any security for or other guaranty of the obligations of Seller whether executed by Guarantor, any other guarantor or by any other party, and the liability of Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any other continuing or other guaranty, undertaking or maximum liability of Guarantor or of any other party as to the Guaranteed Obligations, (b) any payment on or in reduction of any such other guaranty or undertaking, (c) any dissolution, termination or increase, decrease or change in personnel by Seller, (d) the failure of either Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (e) any payment made to NYSERDA pursuant to the Agreement that NYSERDA repays Seller pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (f) any action or inaction by NYSERDA as contemplated in Section 5 hereof, (g) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations, (h) any statute of limitations affecting its liability hereunder or the enforcement thereof, which Guarantor hereby waives to the fullest extent permitted by applicable law, (i) any law that provides that the obligation of a guarantor must neither be larger in amount or in other respects more burdensome than that of the principal or that reduces a guarantor’s obligation in proportion to the principal obligation, (j) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Guaranteed Obligations in or as a result of any such proceeding, (k) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code, or (l) the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code.

Liability of Guarantor Absolute. The liability of Guarantor hereunder is primary, absolute and unconditional and is exclusive and independent of any security for or other guaranty of the obligations of Seller Grant Recipient whether executed by Guarantor, any other guarantor or by any other party, and the liability of Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any other continuing or other guaranty, undertaking or maximum liability of Guarantor or of any other party as to the Guaranteed Obligations, (b) any payment on or in reduction of any such other guaranty or undertaking, (c) any dissolution, termination or increase, decrease or change in personnel by SellerGrant Recipient, (d) the failure of either Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (e) any payment made to NYSERDA pursuant to the Agreement that NYSERDA repays Seller Grant Recipient pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (f) any action or inaction by NYSERDA as contemplated in Section 5 hereof, (g) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations, (h) any statute of limitations affecting its liability hereunder or the enforcement thereof, which Guarantor hereby waives to the fullest extent permitted by applicable law, (i) any law that provides that the obligation of a guarantor must neither be larger in amount or in other respects more burdensome than that of the principal or that reduces a guarantor’s obligation in proportion to the principal obligation, (j) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Guaranteed Obligations in or as a result of any such proceeding, (k) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code, or (l) the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code.

Liability of Guarantor Absolute. The liability of Guarantor hereunder is primary, absolute and unconditional and is exclusive and independent of any security for or other guaranty of the obligations of Seller whether executed by Guarantor, any other guarantor or by any other party, and the liability of Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoeverwhatsoever (other than payment), including, without limitation: (a) any other continuing or other guaranty, undertaking or maximum liability of Guarantor or of any other party as to the Guaranteed Obligations, (b) any payment on or in reduction of any such other guaranty or undertaking, (c) any dissolution, termination or increase, decrease or change in personnel by Seller, (d) the failure of either Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (e) any payment made to NYSERDA pursuant to the Agreement that NYSERDA repays Seller pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (f) any action or inaction by NYSERDA as contemplated in Section 5 hereof, (g) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations, (h) any statute of limitations affecting its liability hereunder or the enforcement thereof, which Guarantor hereby waives to the fullest extent permitted by applicable law, (i) any law that provides that the obligation of a guarantor must neither be larger in amount or in other respects more burdensome than that of the principal or that reduces a guarantor’s obligation in proportion to the principal obligation, (j) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Personperson, including including, without limitation limitation, any discharge of, or bar or stay against collecting, all or any of the Guaranteed Obligations in or as a result of any such proceeding, (ki) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code, or (lj) the application or non-non- application of Section 1111(b)(2) of the United States Bankruptcy Code.

Liability of Guarantor Absolute. The liability of Guarantor hereunder is primaryagrees that its obligations under the Guaranty are irrevocable, absolute absolute, independent and unconditional and is exclusive shall not be affected by any circumstance that constitutes a legal or equitable discharge of a guarantor or surety. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows: (a) the obligations of the Guarantor hereunder are independent of any security for or other guaranty of the obligations of Seller whether executed by Guarantorthe Co-Issuers under the Indenture, the Notes or any other guarantor or by any other party, Transaction Documents; and (b) the liability obligations of the Guarantor hereunder shall be valid and enforceable and shall not be affected subject to any reduction, limitation, impairment, discharge or impaired termination for any reason, including without limitation, the occurrence of any of the following, whether or not the Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any circumstance claim or occurrence whatsoeverdemand or any right, power or remedy (whether arising at law, in equity or otherwise) with respect to any failure of any of the Co-Issuers under the Indenture or under any of the other Transaction Documents; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from any of the terms or provisions (including, without limitation: , provisions relating to events of default) of the other Transaction Documents; (aiii) any amendment to the documents governing the formation or organization and operation of the Securitization Entities or the consent of any Co-Issuer to any such amendment; or (iv) any other continuing act or other guarantything or omission, undertaking or maximum liability of Guarantor or of delay to do any other party as to the Guaranteed Obligationsact or thing, (b) any payment on which may or in reduction of any such other guaranty or undertaking, (c) any dissolution, termination or increase, decrease or change in personnel by Seller, (d) the failure of either Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (e) any payment made to NYSERDA pursuant to the Agreement that NYSERDA repays Seller pursuant to court order might in any bankruptcy, reorganization, arrangement, moratorium manner or other debtor relief proceeding, and to any extent vary the risk of the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (f) any action or inaction by NYSERDA as contemplated an obligor in Section 5 hereof, (g) any invalidity, rescission, irregularity or unenforceability of all or any part respect of the Guaranteed Obligations, (h) any statute of limitations affecting its liability hereunder or the enforcement thereof, which Guarantor hereby waives to the fullest extent permitted by applicable law, (i) any law that provides that the obligation of a guarantor must neither be larger in amount or in other respects more burdensome than that of the principal or that reduces a guarantor’s obligation in proportion to the principal obligation, (j) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Guaranteed Obligations in or as a result of any such proceeding, (k) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code, or (l) the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code.

Liability of Guarantor Absolute. The liability of Guarantor agrees that its obligations hereunder is primaryare irrevocable, absolute absolute, independent and unconditional and is exclusive shall not be affected by any circumstance that constitutes a legal or equitable discharge of a guarantor or surety. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows: (a) the obligations of the Guarantor hereunder are independent of any security for or other guaranty of the obligations of Seller whether executed by Guarantor, any the Servicer hereunder or under the other guarantor or by any other party, and Transaction Documents; (b) the liability obligations of the Guarantor hereunder shall be valid and enforceable and shall not be affected subject to any reduction, limitation, impairment, discharge or impaired termination for any reason, including without limitation, the occurrence of any of the following, whether or not the Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any circumstance claim or occurrence whatsoeverdemand or any right, power or remedy (whether arising at law, in equity or otherwise) with respect to any failure of the Servicer hereunder or under any of the other Transaction Documents; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from any of the terms or provisions (including, without limitation: (a, provisions relating to events of default) any other continuing or other guaranty, undertaking or maximum liability of Guarantor or of any other party as to the Guaranteed Obligations, (b) any payment on or in reduction of any such other guaranty or undertaking, (c) any dissolution, termination or increase, decrease or change in personnel by Seller, (d) the failure of either Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (e) any payment made to NYSERDA pursuant to the Agreement that NYSERDA repays Seller pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (f) any action or inaction by NYSERDA as contemplated in Section 5 hereof, (g) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsServicing Agreement, (h) any statute of limitations affecting its liability hereunder or the enforcement thereof, which Guarantor hereby waives to the fullest extent permitted by applicable law, (i) any law that provides that the obligation of a guarantor must neither be larger in amount or in other respects more burdensome than that of the principal or that reduces a guarantor’s obligation in proportion to the principal obligation, (j) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all other Transaction Documents or any of the Guaranteed Obligations in Serviced Documents, the Franchise Documents or as a result the Franchise Arrangements; (iii) the Servicer’s consent to the addition, change, reorganization or termination of any such proceeding, of the Securitization Entities or to any amendment to the documents governing the formation or organization and operation of the Securitization Entities; (kiv) any extension of credit other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the grant of any lien under Section 364 risk of the United States Bankruptcy Code, or (l) the application or non-application of Section 1111(b)(2) Guarantor as an obligor in respect of the United States Bankruptcy CodeServicer’s obligations under the Servicing Agreement.

Liability of Guarantor Absolute. (a) The liability of the Guarantor hereunder is primary, absolute and absolute, unconditional and is exclusive and independent of any security for or other guaranty guarantee of the obligations indebtedness of Seller any Borrower or any other Guaranteed Party whether executed by Guarantor, such Borrower or any other guarantor or by any other partyGuaranteed Party, and the liability of the Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by any Borrower or any other Guaranteed Party or by any other party, (b) any other continuing or other guarantyguarantee, undertaking or maximum liability of Guarantor a guarantor or of any other party as to the Guaranteed Obligations, (bc) any payment on or in reduction of any such other guaranty guarantee or undertaking, (cd) any dissolution, termination or increase, decrease or change in personnel by Sellerany Borrower or any other Guaranteed Party, (de) the failure of either the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuarantyGuarantee, (ef) any payment made to NYSERDA pursuant any Secured Party on the Guaranteed Obligations which any Secured Party returns to the Agreement that NYSERDA repays Seller Borrowers or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (fg) any action or inaction by NYSERDA the Secured Parties as contemplated in Section 5 hereof, hereof or (gh) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations, (h) any statute of limitations affecting its liability hereunder Obligations or the enforcement thereof, which Guarantor hereby waives to the fullest extent permitted by applicable law, (i) any law that provides that the obligation of a guarantor must neither be larger in amount or in other respects more burdensome than that of the principal or that reduces a guarantor’s obligation in proportion to the principal obligation, (j) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Guaranteed Obligations in or as a result of any such proceeding, (k) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code, or (l) the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Codesecurity therefor.

Liability of Guarantor Absolute. The liability of Guarantor hereunder is primary, absolute and unconditional and is exclusive and independent of any security for or other guaranty or other support of the obligations of Seller whether executed by Guarantor, any other guarantor or by any other party, Guaranteed Obligations and the liability of Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any other continuing or other guaranty, guaranty or undertaking or maximum liability of Guarantor or of any other party as to the Guaranteed Obligations, (b) any payment on or in reduction of any such other guaranty or undertaking, (c) any dissolution, termination or increase, decrease or change in personnel by Seller, (d) the failure of either Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (e) any payment made to NYSERDA pursuant to the Agreement that NYSERDA repays Seller pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (fc) any action or inaction by NYSERDA as contemplated in Section 5 hereofSenior Agent or Senior Lenders, (gd) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations, (e) any change of ownership of Atlantic or Company or the existence of any insolvency proceeding with respect to, or any other change in the legal status of, Atlantic or Company, (f) any change in, or the imposition of, any law, decree, regulation or other act of any governmental authority which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations, (g) the failure of Atlantic or Company to maintain in full force, validity or effect or to obtain or renew when required all approvals, licenses or consents of any governmental authority or any other person required in connection with the Guaranteed Obligations or this Guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this Guaranty, (h) the disallowance of all or any statute portion of limitations affecting its liability hereunder the Guaranteed Obligations under Section 502 or 506 of the enforcement thereof, which Guarantor hereby waives to the fullest extent permitted by applicable law, Bankruptcy Code; (i) any law that provides that change in the obligation time, manner or place of a guarantor must neither be larger in amount performance of the Guaranteed Obligations, or in any other respects more burdensome than that term of the principal Credit Agreement or that reduces a guarantor’s obligation the Subordinated Loan Agreement, or any other amendment or waiver of or any consent to any departure from the Credit Agreement or the Subordinated Loan Agreement, including, without limitation, any increase in proportion to the principal obligation, obligations of Atlantic under the Subordinated Loan Agreement; (j) any bankruptcytaking, insolvencyexchange, reorganization, arrangement, readjustment release or non-perfection of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge ofother collateral, or bar any taking, release or stay against collectingamendment or waiver of or consent to departure from any guaranty, for all or any of the Guaranteed Obligations in obligations of the Atlantic, Company or as a result any of any such proceeding, its subsidiaries under the Credit Agreement or the Subordinated Loan Agreement; (k) any extension of credit change, restructuring or the grant of any lien under Section 364 termination of the United States Bankruptcy Codecorporate structure or existence of Atlantic, Company or any of its subsidiaries or (l) any other fact or circumstance which might otherwise constitute grounds at law or equity for the application discharge or non-application release of Section 1111(b)(2Guarantor from its obligations hereunder, all whether or not Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (1) of the United States Bankruptcy Codethis paragraph.

Liability of Guarantor Absolute. The liability of Guarantor hereunder is primaryagrees that its obligations under the Guaranty are irrevocable, absolute absolute, independent and unconditional and is exclusive shall not be affected by any circumstance that constitutes a legal or equitable discharge of a guarantor or surety. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows: (a) the obligations of the Guarantor hereunder are independent of any security for or other guaranty of the obligations of Seller whether executed by Guarantorthe Co-Issuers under the Indenture, the Notes or any other guarantor or by any other party, Transaction Documents; and (b) the liability obligations of the Guarantor hereunder shall be valid and enforceable and shall not be affected subject to any reduction, limitation, impairment, discharge or impaired termination for any reason, including without limitation, the occurrence of any of the following, whether or not the Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any circumstance claim or occurrence whatsoeverdemand or any right, power or remedy (whether arising at law, in equity or otherwise) with respect to any failure of any of the Co-Issuers under the Indenture or under any of the other Transaction Documents; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from any of the terms or provisions (including, without limitation: , provisions relating to events of default) of the Transaction Documents; (aiii) any amendment to the documents governing the formation or organization and operation of the Securitization Entities or the consent of any Co-Issuer to any such amendment; or (iv) any other continuing act or other guarantything or omission, undertaking or maximum liability of Guarantor or of delay to do any other party as to the Guaranteed Obligationsact or thing, (b) any payment on which may or in reduction of any such other guaranty or undertaking, (c) any dissolution, termination or increase, decrease or change in personnel by Seller, (d) the failure of either Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (e) any payment made to NYSERDA pursuant to the Agreement that NYSERDA repays Seller pursuant to court order might in any bankruptcy, reorganization, arrangement, moratorium manner or other debtor relief proceeding, and to any extent vary the risk of the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (f) any action or inaction by NYSERDA as contemplated an obligor in Section 5 hereof, (g) any invalidity, rescission, irregularity or unenforceability of all or any part respect of the Guaranteed Obligations, (h) any statute of limitations affecting its liability hereunder or the enforcement thereof, which Guarantor hereby waives to the fullest extent permitted by applicable law, (i) any law that provides that the obligation of a guarantor must neither be larger in amount or in other respects more burdensome than that of the principal or that reduces a guarantor’s obligation in proportion to the principal obligation, (j) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Guaranteed Obligations in or as a result of any such proceeding, (k) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code, or (l) the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code.

Liability of Guarantor Absolute. The liability of Guarantor hereunder is primary, absolute and unconditional and is exclusive and independent of any security for or other guaranty of the obligations of Seller Grant Recipient whether executed by Guarantor, any other guarantor or by any other party, and the liability of Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any other continuing or other guaranty, undertaking or maximum liability of Guarantor or of any other party as to the Guaranteed Obligations, (b) any payment on or in reduction of any such other guaranty or undertaking, (c) any dissolution, termination or increase, decrease or change in personnel by SellerGrant Recipient, (d) the failure of either Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty, (e) any payment made to NYSERDA pursuant to the Agreement that NYSERDA repays Seller Grant Recipient pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (f) any action or inaction by NYSERDA as contemplated in Section 5 hereof, (g) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations, (h) any statute of limitations affecting its liability hereunder or the enforcement thereof, which Guarantor hereby waives to the fullest extent permitted by applicable law, (i) any law that provides that the obligation of a guarantor must neither be larger in amount or in other respects more burdensome than that of the principal or that reduces a guarantor’s obligation in proportion to the principal obligation, (j) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Guaranteed Obligations in or as a result of any such proceeding, (k) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Offshore Wind Renewable Energy Certificate Purchase and Sale Agreement by and between the New York State Energy Research and Development Authority and [DEVELOPER] Effective Date: [MM.DD.YYYY] Code, or (l) the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code.

Liability of Guarantor Absolute. Subject to the limitations contained in ‎Section 4 hereof, the Guarantor shall be regarded, and shall be in the same position, as principal debtor with respect to the Guaranteed Obligations and specifically agrees that, notwithstanding any discharge of the Borrower or any other Person or the operation of any other provision of the Bankruptcy Code or any similar provision of any other Debtor Relief Law, with respect to the Guaranteed Obligations or any such Persons, the Guarantor shall be fully responsible for paying all interest and costs of enforcement or preservation and protection of Collateral which may at any time accrue with respect to the Guaranteed Obligations or which would accrue but for the operation of any provision of or doctrine with respect to the Bankruptcy Code or any similar provision of any other Debtor Relief Law. The liability Guarantor agrees, to the extent it may lawfully do so, that (a) the obligations of the Guarantor hereunder is primary, absolute and unconditional and is exclusive and are independent of any security for or other guaranty of the obligations of Seller whether executed by Guarantorthe Borrower, the Co-Borrower and the obligations of any other guarantor (including any Grantor) of the obligations of the Borrower and the Co-Borrower, and a separate action or by actions may be brought and prosecuted against the Guarantor whether or not any action is brought against the Borrower, the Co-Borrower or any other party, guarantors and whether or not the liability of Guarantor hereunder shall not be affected Borrower or impaired by the Co-Borrower is joined in any circumstance such action or occurrence whatsoever, including, without limitation: (a) any other continuing or other guaranty, undertaking or maximum liability of Guarantor or of any other party as to the Guaranteed Obligations, actions; (b) payment by the Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any payment on or in reduction portion of any such other guaranty or undertakingthe Guaranteed Obligations which has not been paid (provided, (c) any dissolutionhowever, termination or increasethat without limiting the generality of the foregoing, decrease or change in personnel by Seller, (d) if the failure of either Guarantor to receive any benefit from or as Collateral Agent is awarded a result of its execution, delivery and performance of this Guaranty, (e) any payment made to NYSERDA pursuant to the Agreement that NYSERDA repays Seller pursuant to court order judgment in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Guarantor waives any right suit brought to enforce the deferral or modification of its obligations hereunder by reason of any such proceeding, (f) any action or inaction by NYSERDA as contemplated in Section 5 hereof, (g) any invalidity, rescission, irregularity or unenforceability of all or any part Guarantor’s covenant to pay a portion of the Guaranteed Obligations, (h) any statute of limitations affecting such judgment shall not be deemed to release the Guarantor from its liability hereunder or covenant to pay the enforcement thereof, which Guarantor hereby waives to the fullest extent permitted by applicable law, (i) any law that provides that the obligation of a guarantor must neither be larger in amount or in other respects more burdensome than that of the principal or that reduces a guarantor’s obligation in proportion to the principal obligation, (j) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any portion of the Guaranteed Obligations in that is not the subject of such suit); and (c) any First Lien Secured Party, upon such terms as it deems appropriate, without notice or as a result demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of the Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any such proceeding, other obligations; (kiii) any extension request and accept other guaranties of credit the Guaranteed Obligations and take and hold security for the payment hereof or the grant Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any lien Person (including any Grantor) with respect to the Guaranteed Obligations; (v) [reserved]; and (vi) exercise any other rights available to it under Section 364 of the United States Bankruptcy Code, or (l) the application or non-application of Section 1111(b)(2) of the United States Bankruptcy CodeSecured Credit Documents.