Common use of No Exoneration Clause in Contracts

No Exoneration. Except as otherwise provided in Section 4.06 below, the obligations of the Guarantor hereunder shall not be released, discharged, exonerated or impaired in any way by reason of: (a) any failure of the Developer to retain or preserve any rights against any person, except to the extent the Developer is required to do so under the terms of the Design- Build Contract and such failure prejudices Guarantor; (b) the lack of prior enforcement by the Developer of any rights against any person and the lack of exhaustion of any bond, letter of credit or other security held by the Developer, except to the extent the Developer is required to do so under the terms of the Design- Build Contract and such failure prejudices Guarantor; (c) the lack of authority or standing of the DB Contractor or the dissolution of the Guarantor, the DB Contractor or the Developer; (d) with or without notice to the Guarantor, the amendment, alteration, acceleration, extension, waiver, retirement, suspension, surrender, compromise, settlement, release, revocation or termination of, or failure to assert, any portion of the Guaranteed Obligations, the Design-Build Contract, any rights or remedies of the Developer (including rights of offset) against the DB Contractor, or any bond, letter of credit, other guaranty, instrument, document, collateral security or other property given or available to the Developer to secure all or any part of the Guaranteed Obligations; provided that, notwithstanding the foregoing, the Guarantor shall have available to it any and all defenses relating to the Guaranteed Obligations that may be available to the DB Contractor based on any such amendment, alteration, acceleration, extension, waiver, retirement, suspension, surrender, compromise, settlement, release, revocation or termination or failure to assert voluntarily made by the Developer, except defenses available to the DB Contractor under any federal or state law respecting bankruptcy, arrangement, reorganization or similar relief of debtors and those expressly waived under this Guaranty; (e) the extension of the time for payment of any amount owing or payable under the Design-Build Contract or of the time for performance or completion of any Guaranteed Obligation; provided, however, that to the extent the Developer grants the DB Contractor an extension of time under the Design-Build Contract for performance of any of the obligations of the DB Contractor thereunder, such extension of time shall likewise extend the time for performance by the Guarantor; (f) the existence now or hereafter of any other guaranty or endorsement by the Guarantor or anyone else of all or any portion of the Guaranteed Obligations; (g) the acceptance, release, exchange or subordination of additional or substituted security for all or any portion of the Guaranteed Obligations; (h) the taking of any action or the failure to take any action simply because it would constitute a legal or equitable defense, release or discharge of a surety; (i) any bankruptcy, arrangement, reorganization or similar proceeding for relief of debtors under federal or state law hereafter initiated by or against the DB Contractor or any of its members or the Developer; (j) any full or partial payment or performance of any Guaranteed Obligation which is required to be returned as a result of or in connection with the insolvency, reorganization or bankruptcy of the DB Contractor or any of its members or otherwise; (k) the rejection of the Design-Build Contract in connection with the insolvency, reorganization or bankruptcy of the DB Contractor or any of its members; (l) an impairment of or limitation on damages otherwise due from the DB Contractor by operation of law as a result of any insolvency, reorganization or bankruptcy proceeding by or against the DB Contractor or any of its members; (m) failure by the Developer to file or enforce a claim against the estate (either in administration, bankruptcy or other proceedings) of the DB Contractor, any of its members, the Guarantor or any other guarantor; (n) any merger, consolidation or other reorganization to which the DB Contractor, the Developer (except to the extent prohibited by the Design-Build Contract), or the Guarantor is a party; (o) any sale or disposition of all or any portion of the Guarantor’s direct or indirect ownership in the DB Contractor, or action by the Guarantor or its Affiliates which results in discontinuation or interruption in the business relations of the DB Contractor with the Guarantor; or (p) the failure of the Developer to assert any claim or demand, bring any action or exhaust its remedies against the DB Contractor or any security before proceeding against the Guarantor hereunder after the expiration of applicable notice and cure periods.

No Exoneration. Except as otherwise provided in Section 4.06 below, the obligations of the Guarantor hereunder shall not be released, discharged, exonerated or impaired in any way by reason of: (a) any failure of the Developer Concessionaire to retain or preserve any rights against any person, except to the extent the Developer Concessionaire is required to do so under the terms of the Design- Design-Build Contract and such failure prejudices Guarantor; (b) the lack of prior enforcement by the Developer Concessionaire of any rights against any person and the lack of exhaustion of any bond, letter of credit or other security held by the DeveloperConcessionaire, except to the extent the Developer Concessionaire is required to do so under the terms of the Design- Design-Build Contract and such failure prejudices Guarantor; (c) the lack of authority or standing of the DB Contractor or the dissolution of the Guarantor, the DB Contractor or the DeveloperConcessionaire; (d) with or without notice to the Guarantor, the amendment, alteration, acceleration, extension, waiver, retirement, suspension, surrender, compromise, settlement, release, revocation or termination of, or failure to assert, any portion of the Guaranteed Obligations, the Design-Build Contract, any rights or remedies of the Developer Concessionaire (including rights of offset) against the DB Contractor, or any bond, letter of credit, other guaranty, instrument, document, collateral security or other property given or available to the Developer Concessionaire to secure all or any part of the Guaranteed Obligations; provided that, notwithstanding the foregoing, the Guarantor shall have available to it any and all defenses relating to the Guaranteed Obligations that may be available to the DB Contractor based on any such amendment, alteration, acceleration, extension, waiver, retirement, suspension, surrender, compromise, settlement, release, revocation or termination or failure to assert voluntarily made by the DeveloperConcessionaire, except defenses available to the DB Contractor under any federal or state law respecting bankruptcy, arrangement, reorganization or similar relief of debtors and those expressly waived under this Guaranty; (e) the extension of the time for payment of any amount owing or payable under the Design-Build Contract or of the time for performance or completion of any Guaranteed Obligation; provided, however, that to the extent the Developer Concessionaire grants the DB Contractor an extension of time under the Design-Build Contract for performance of any of the obligations of the DB Contractor thereunder, such extension of time shall likewise extend the time for performance by the Guarantor; (f) the existence now or hereafter of any other guaranty or endorsement by the Guarantor or anyone else of all or any portion of the Guaranteed Obligations; (g) the acceptance, release, exchange or subordination of additional or substituted security for all or any portion of the Guaranteed Obligations; (h) the taking of any action or the failure to take any action simply because it would constitute a legal or equitable defense, release or discharge of a surety; (i) any bankruptcy, arrangement, reorganization or similar proceeding for relief of debtors under federal or state law hereafter initiated by or against the DB Contractor or any of its members or the DeveloperConcessionaire; (j) any full or partial payment or performance of any Guaranteed Obligation which is required to be returned as a result of or in connection with the insolvency, reorganization or bankruptcy of the DB Contractor or any of its members or otherwise; (k) the rejection of the Design-Build Contract in connection with the insolvency, reorganization or bankruptcy of the DB Contractor or any of its members; (l) an impairment of or limitation on damages otherwise due from the DB Contractor by operation of law as a result of any insolvency, reorganization or bankruptcy proceeding by or against the DB Contractor or any of its members; (m) failure by the Developer Concessionaire to file or enforce a claim against the estate (either in administration, bankruptcy or other proceedings) of the DB Contractor, any of its members, the Guarantor or any other guarantor; (n) any merger, consolidation or other reorganization to which the DB Contractor, the Developer Concessionaire (except to the extent prohibited by the Design-Build Contract), or the Guarantor is a party; (o) any sale or disposition of all or any portion of the Guarantor’s direct or indirect ownership in the DB Contractor, or action by the Guarantor or its Affiliates Affiliates) which results in discontinuation or interruption in the business relations of the DB Contractor with the Guarantor; or (p) the failure of the Developer Concessionaire to assert any claim or demand, bring any action or exhaust its remedies against the DB Contractor or any security before proceeding against the Guarantor hereunder after the expiration of applicable notice and cure periods.

No Exoneration. Except as otherwise provided in Section 4.06 below, the obligations of the Guarantor hereunder shall not be released, discharged, exonerated or impaired in any way by reason of: (a) any failure of the Developer Department to retain or preserve any rights against any person, except to the extent the Developer is required to do so under the terms of the Design- Build Contract and such failure prejudices Guarantor; (b) the lack of prior enforcement by the Developer Department of any rights against any person and the lack of exhaustion of any bond, letter of credit or other security held by the Developer, except to the extent the Developer is required to do so under the terms of the Design- Build Contract and such failure prejudices GuarantorDepartment; (c) the lack of authority or standing of the DB Contractor or the dissolution of the Guarantor, the DB Contractor Contractor, or the DeveloperDepartment; (d) with or without notice to the Guarantor, the amendment, alteration, acceleration, extension, waiver, retirement, suspension, surrender, compromise, settlement, release, revocation or termination of, or failure to assert, any portion of the Guaranteed Obligations, the Design-Build ContractContracts, any rights or remedies of the Developer Department (including rights of offset) against the DB Contractor, or any bond, letter of credit, other guaranty, instrument, document, collateral security or other property given or available to the Developer Department to secure all or any part of the Guaranteed Obligations; provided that, notwithstanding the foregoing, the Guarantor shall have available to it any and all defenses relating to performance of the Guaranteed Obligations that may be available to the DB Contractor based on any such amendment, alteration, acceleration, extension, waiver, retirement, suspension, surrender, compromise, settlement, release, revocation or termination or failure to assert voluntarily made by the DeveloperDepartment, except defenses available to the DB Contractor under any federal or state law respecting bankruptcy, arrangement, reorganization or similar relief of debtors and those expressly waived under this Guarantydebtors; (e) the extension of the time for payment of any amount owing or payable under the Design-Build Contract Contracts or of the time for performance or completion of any Guaranteed Obligation; provided, however, that to the extent the Developer Department grants the DB Contractor an extension of time under the Design-Build Contract for performance of any of the obligations of the DB Contractor thereunder, such extension of time shall likewise extend the time for performance by the Guarantor; (f) except as otherwise provided in subsections (d) and (e) above, the taking or the omission of any of the actions referred to in the Contracts or of any actions under this Guaranty; (g) the existence now or hereafter of any other guaranty or endorsement by the Guarantor or anyone else of all or any portion of the Guaranteed Obligations; (gh) the acceptance, release, exchange or subordination of additional or substituted security for all or any portion of the Guaranteed Obligations; (hi) the taking of any action or the failure to take any action simply because it which would constitute a legal or equitable defense, release or discharge of a surety; (ij) any bankruptcy, arrangement, reorganization or similar proceeding for relief of debtors under federal or state law hereafter hereinafter initiated by or against the DB Contractor or any of its members members, or the DeveloperDepartment; (jk) any full or partial payment or performance of any Guaranteed Obligation which is required to be returned as a result of or in connection with the insolvency, reorganization or bankruptcy of the DB Contractor or any of its members or otherwise; (k1) the rejection of the Design-Build any Contract in connection with the insolvency, reorganization or bankruptcy of the DB Contractor or any of its members; (lm) an impairment of or limitation on damages otherwise due from the DB Contractor by operation of law as a result of in any insolvency, reorganization or bankruptcy proceeding by or against the DB Contractor or any of its members; (mn) failure by the Developer Department to file or enforce a claim against the estate (either in administration, bankruptcy or other proceedings) of the DB Contractor, any of its members, the Guarantor or any other guarantor; (no) any merger, consolidation or other reorganization to which the DB Contractor, the Developer (except to the extent prohibited by the Design-Build Contract), Department or the Guarantor is a party; (op) any sale or disposition of all or any portion of the Guarantor’s direct or indirect ownership in the DB Contractor, or action by the Guarantor or its Affiliates any other event which results in discontinuation or interruption in the business relations of the DB Contractor with the Guarantor; or; (pq) except as otherwise provided in subsection (d) above, the lack of genuineness, validity, regularity or enforceability of any of the Guaranteed Obligations or the Contracts; (r) the failure of the Developer Department to assert any claim or demand, bring any action or exhaust its remedies against the DB Contractor or any security before proceeding against the Guarantor hereunder after the expiration of applicable notice and cure periods; or (s) the termination of any Contract by reason of the Contractor’s default thereunder.

No Exoneration. Except as otherwise provided in Section 4.06 below, the obligations of the Guarantor hereunder shall not be released, discharged, exonerated or impaired in any way by reason of: (a) any failure of the Developer Contracting Party to retain or preserve any rights against any person, except to the extent the Developer is required to do so under the terms of the Design- Build Contract and such failure prejudices Guarantor; (b) the lack of prior enforcement by the Developer Contracting Party of any rights against any person and the lack of exhaustion of any bond, letter of credit or other security held by the Developer, except to the extent the Developer is required to do so under the terms of the Design- Build Contract and such failure prejudices GuarantorContracting Party; (c) the lack of authority or standing of the DB Contractor or the dissolution of the Guarantor, the DB Contractor Contractor, or the DeveloperContracting Party; (d) with or without notice to the Guarantor, the amendment, alteration, acceleration, extension, waiver, retirement, suspension, surrender, compromise, settlement, release, revocation or termination of, or failure to assert, any portion of the Guaranteed Obligations, the Design-Build ContractContracts, any rights or remedies of the Developer Contracting Party (including rights of offset) against the DB Contractor, or any bond, letter of credit, other guaranty, instrument, document, collateral security or other property given or available to the Developer Contracting Party to secure all or any part of the Guaranteed Obligations; provided that, notwithstanding the foregoing, the Guarantor shall have available to it any and all defenses relating to performance of the Guaranteed Obligations that may be available to the DB Contractor based on any such amendment, alteration, acceleration, extension, waiver, retirement, suspension, surrender, compromise, settlement, release, revocation or termination or failure to assert voluntarily made by the DeveloperContracting Party, except defenses available to the DB Contractor under any federal or state law respecting bankruptcy, arrangement, reorganization or similar relief of debtors and those expressly waived under this Guarantydebtors; (e) the extension of the time for payment of any amount owing or payable under the Design-Build Contract Contracts or of the time for performance or completion of any Guaranteed Obligation; provided, however, that to the extent the Developer Contracting Party grants the DB Contractor an extension of time under the Design-Build Contract for performance of any of the obligations of the DB Contractor thereunder, such extension of time shall likewise extend the time for performance by the Guarantor; (f) except as otherwise provided in subsections (d) and (e) above, the taking or the omission of any of the actions referred to in the Contracts or of any actions under this Guaranty; (g) the existence now or hereafter of any other guaranty or endorsement by the Guarantor or anyone else of all or any portion of the Guaranteed Obligations; (gh) the acceptance, release, exchange or subordination of additional or substituted security for all or any portion of the Guaranteed Obligations; (hi) the taking of any action or the failure to take any action simply because it which would constitute a legal or equitable defense, release or discharge of a surety; (ij) any bankruptcy, arrangement, reorganization or similar proceeding for relief of debtors under federal or state law hereafter hereinafter initiated by or against the DB Contractor or any of its members members, or the DeveloperContracting Party; (jk) any full or partial payment or performance of any Guaranteed Obligation which is required to be returned as a result of or in connection with the insolvency, reorganization or bankruptcy of the DB Contractor or any of its members or otherwise; (k1) the rejection of the Design-Build any Contract in connection with the insolvency, reorganization or bankruptcy of the DB Contractor or any of its members; (l) an impairment of or limitation on damages otherwise due from the DB Contractor by operation of law as a result of any insolvency, reorganization or bankruptcy proceeding by or against the DB Contractor or any of its members; (m) failure by the Developer to file or enforce a claim against the estate (either in administration, bankruptcy or other proceedings) of the DB Contractor, any of its members, the Guarantor or any other guarantor; (n) any merger, consolidation or other reorganization to which the DB Contractor, the Developer (except to the extent prohibited by the Design-Build Contract), or the Guarantor is a party; (o) any sale or disposition of all or any portion of the Guarantor’s direct or indirect ownership in the DB Contractor, or action by the Guarantor or its Affiliates which results in discontinuation or interruption in the business relations of the DB Contractor with the Guarantor; or (p) the failure of the Developer to assert any claim or demand, bring any action or exhaust its remedies against the DB Contractor or any security before proceeding against the Guarantor hereunder after the expiration of applicable notice and cure periods.

No Exoneration. Except as otherwise provided in Section 4.06 below, the obligations of the Guarantor hereunder shall not be released, discharged, exonerated or impaired in any way by reason of: (a) any failure of the Developer Concessionaire or the Department to retain or preserve any rights against any person, except to the extent the Developer is required to do so under the terms of the Design- Build Contract and such failure prejudices Guarantor; (b) the lack of prior enforcement by the Developer Concessionaire or the Department of any rights against any person and the lack of exhaustion of any bond, letter of credit or other security held by the Developer, except to Concessionaire or the extent the Developer is required to do so under the terms of the Design- Build Contract and such failure prejudices GuarantorDepartment; (c) the lack of authority or standing of the DB Contractor or the dissolution of the Guarantor, the DB Contractor Contractor, the Concessionaire or the DeveloperDepartment; (d) with or without notice to the Guarantor, the amendment, alteration, acceleration, extension, waiver, retirement, suspension, surrender, compromise, settlement, release, revocation or termination of, or failure to assert, any portion of the Guaranteed Obligations, the Design-Build Contract, any rights or remedies of the Developer Concessionaire or the Department (including rights of offset) against the DB Contractor, or any bond, letter of credit, other guaranty, instrument, document, collateral security or other property given or available to the Developer Concessionaire or the Department to secure all or any part of the Guaranteed Obligations; provided that, notwithstanding the foregoing, the Guarantor shall have available to it any and all defenses relating to performance of the Guaranteed Obligations that may be available to the DB Contractor based on any such amendment, alteration, acceleration, extension, waiver, retirement, suspension, surrender, compromise, settlement, release, revocation or termination or failure to assert voluntarily made by the DeveloperConcessionaire or the Department, except defenses available to the DB Contractor under any federal or state law respecting bankruptcy, arrangement, reorganization or similar relief of debtors and those expressly waived under this Guarantydebtors; (e) the extension of the time for payment of any amount owing or payable under the Design-Build Contract or of the time for performance or completion of any Guaranteed Obligation; provided, however, that to the extent the Developer Concessionaire grants the DB Contractor an extension of time under the Design-Build Contract for performance of any of the obligations of the DB Contractor thereunder, such extension of time shall likewise extend the time for performance by the Guarantor; (f) except as otherwise provided in subsections (d) and (e) above, the taking or the omission of any of the actions referred to in the Design-Build Contract or of any actions under this Guaranty; (g) the existence now or hereafter of any other guaranty or endorsement by the Guarantor or anyone else of all or any portion of the Guaranteed Obligations; (gh) the acceptance, release, exchange or subordination of additional or substituted security for all or any portion of the Guaranteed Obligations; (hi) the taking of any action or the failure to take any action simply because it which would constitute a legal or equitable defense, release or discharge of a surety; (ij) any bankruptcy, arrangement, reorganization or similar proceeding for relief of debtors under federal or state law hereafter hereinafter initiated by or against the DB Contractor or any of its members members, the Concessionaire or the DeveloperDepartment; (jk) any full or partial payment or performance of any Guaranteed Obligation which is required to be returned as a result of or in connection with the insolvency, reorganization or bankruptcy of the DB Contractor or any of its members or otherwise; (kl) the rejection of the Design-Build Contract in connection with the insolvency, reorganization or bankruptcy of the DB Contractor or any of its members; (lm) an impairment of or limitation on damages otherwise due from the DB Contractor by operation of law as a result of in any insolvency, reorganization or bankruptcy proceeding by or against the DB Contractor or any of its members; (mn) failure by the Developer Concessionaire or the Department to file or enforce a claim against the estate (either in administration, bankruptcy or other proceedings) of the DB Contractor, any of its members, the Guarantor or any other guarantor; (no) any merger, consolidation or other reorganization to which the DB Contractor, the Developer (except to Concessionaire, the extent prohibited by the Design-Build Contract), Department or the Guarantor is a party; (op) any sale or disposition of all or any portion of the Guarantor’s direct or indirect ownership in the DB Contractor, or action by the Guarantor or its Affiliates any other event which results in discontinuation or interruption in the business relations of the DB Contractor with the Guarantor; or; (pq) except as otherwise provided in subsection (d) above, the lack of genuineness, validity, regularity or enforceability of any of the Guaranteed Obligations or the Design-Build Contract; (r) the failure of the Developer Concessionaire or the Department to assert any claim or demand, bring any action or exhaust its remedies against the DB Contractor or any security before proceeding against the Guarantor hereunder after the expiration of applicable notice and cure periods; or (s) the termination of the Design-Build Contract by reason of the Contractor’s default thereunder.