Common use of Obligations of The Guarantor Clause in Contracts

Obligations of The Guarantor. For value received, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby irrevocably and unconditionally guarantees the prompt and complete payment when due of the obligations and liabilities, whether now in existence or hereafter arising, of the Seller, which is under common control and ownership with the Guarantor, to the Purchaser (i) arising out of or under Sections 5(m), 6 and 10 of this Agreement and (ii) that are owed under such Sections 5(m), 6 and 10 to the Purchaser or any of its successors and permitted assigns under this Agreement (collectively, the “Obligations”). The guaranty provided for in this Section 24 is one of payment and not of collection. The Guarantor hereby waives notice of acceptance of the guaranty provided for in this Section 24 and notice of any of the Obligations to which it may apply, and waives diligence, presentment, demand for payment, protest, notice of protest, notice of dishonor or non-payment of any Obligation, suit or the taking of other action by the Purchaser against, and any other notice to, the Seller, the Guarantor or others. The Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Purchaser any claim or defense based upon, an election of remedies by the Purchaser which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes the rights of the Guarantor to proceed against the Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Purchaser to proceed against the Seller, any other guarantor, or any other Person or security. The Guarantor acknowledges that it is presently informed of the financial condition of the Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. When pursuing its rights and remedies hereunder against the Guarantor, the Purchaser may, but shall be under no obligation to, pursue such rights and remedies that the Purchaser may have against the Seller or any other Person or any security or other guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Purchaser to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any security or other guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or security or other guarantee or right of offset, shall not relieve the Guarantor, of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchaser against the Guarantor.

Obligations of The Guarantor. For value received, the receipt and sufficiency of which are hereby acknowledged, the Guarantor Guarantor, a limited liability company organized under the laws of the State of Delaware, hereby irrevocably absolutely and unconditionally guarantees the prompt and complete payment when due of the obligations and liabilities, whether now in existence or hereafter arising, of the Mortgage Loan Seller, which is under common control and ownership with a wholly owned subsidiary of the Guarantor, to the Purchaser (i) arising out of or under Sections 5(m), 6 5 and 10 9 of this Agreement and (ii) that are owed under such Sections 5(m), 6 5 and 10 9 to the Purchaser or any of its successors and permitted assigns under this Agreement (collectively, the “Obligations”). The guaranty provided for in this Section 24 19 is one of payment and not of collection. The Guarantor hereby waives notice of acceptance of the guaranty provided for in this Section 24 19 and notice of any of the Obligations to which it may apply, and waives diligence, presentment, demand for payment, protest, notice of protest, notice of dishonor or non-payment of any Obligation, suit or the taking of other action by the Purchaser against, and any other notice to, the Mortgage Loan Seller, the Guarantor or others. The Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Purchaser any claim or defense based upon, an election of remedies by the Purchaser which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes the rights of the Guarantor to proceed against the Mortgage Loan Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Purchaser to proceed against the Mortgage Loan Seller, any other guarantor, or any other Person or security. The Guarantor acknowledges that it is presently informed of the financial condition of the Mortgage Loan Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. When pursuing its rights and remedies hereunder against the Guarantor, the Purchaser may, but shall be under no obligation to, pursue such rights and remedies that the Purchaser may have against the Mortgage Loan Seller or any other Person or any security or other guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Purchaser to pursue such other rights or remedies or to collect any payments from the Mortgage Loan Seller or any such other Person or to realize upon any security or other guarantee or to exercise any such right of offset, or any release of the Mortgage Loan Seller or any such other Person or security or other guarantee or right of offset, shall not relieve the Guarantor, Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchaser against the Guarantor.

Obligations of The Guarantor. For value received, the receipt and sufficiency The obligations of which are hereby acknowledged, the Guarantor hereby irrevocably under the Guarantee Agreement shall not be discharged except by performance and unconditionally guarantees the prompt and complete payment when due of the obligations and liabilities, whether now in existence or hereafter arising, of the Seller, which is under common control and ownership with the Guarantor, then only to the Purchaser (i) arising out extent of or under Sections 5(m), 6 and 10 of this Agreement and (ii) that are owed under such Sections 5(m), 6 and 10 performance. Such obligations shall not be subject to the Purchaser or any of its successors and permitted assigns under this Agreement (collectively, the “Obligations”). The guaranty provided for in this Section 24 is one of payment and not of collection. The Guarantor hereby waives notice of acceptance of the guaranty provided for in this Section 24 and notice of any of the Obligations to which it may apply, and waives diligence, presentment, demand for payment, protest, notice of protest, notice of dishonor or non-payment of any Obligation, suit or the taking of other action by the Purchaser against, and any other prior notice to, demand upon or action against the Seller, Borrower or ELCOM or to any prior notice to or demand upon the Guarantor or others. The Guarantor hereby waives with regard to any defense arising by reason of, and any and all right to assert against the Purchaser any claim or defense based upon, an election of remedies default by the Purchaser which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes the rights of the Guarantor to proceed against the Seller Borrower or any other guarantor for reimbursement or contribution, and/or any other rights of the Purchaser to proceed against the Seller, any other guarantor, or any other Person or security. The Guarantor acknowledges that it is presently informed of the financial condition of the Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. When pursuing its rights and remedies hereunder against the Guarantor, the Purchaser may, but shall be under no obligation to, pursue such rights and remedies that the Purchaser may have against the Seller or any other Person or any security or other guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Purchaser to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any security or other guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or security or other guarantee or right of offset, shall not relieve the Guarantor, of any liability hereunderELCOM, and shall not impair be impaired by any of the following: any extension of time, forbearance or affect concession given to the rights and remediesBorrower or ELCOM; any assertion of, whether expressor failure to assert, implied or available as a matter delay in asserting, any right, power or remedy against the Borrower or ELCOM or in respect of any security for the Loan; any modification or amplification of the provisions of the Loan Agreement or the Project Agreement contemplated by the terms thereof; any failure of the Borrower or ELCOM to comply with any requirement of any law, regulation or order of the Purchaser against Guarantor or of any political subdivision or agency of the Guarantor." X. The last sentence of paragraph (k) of Section 9.04 is deleted and the following sentence is substituted therefor: "Notwithstanding the foregoing, this Section shall not authorize any entry of judgment or enforcement of the award against the Borrower or the Guarantor (as the case may be) except as such procedure may be available against the Borrower or the Guarantor (as the case may be) otherwise than by reason of the provisions of this Section." K. The first and second sentences of Section 10.03 are deleted and the following sentences are substituted therefor: "Any action required or permitted to be taken, and any documents required or permitted to be executed, under the Loan Agreement, or the Guarantee Agreement, on behalf of the Borrower or the Guarantor may be taken or executed by the representative of the Borrower or the Guarantor designated in the Loan Agreement or the Guarantee Agreement for the purposes of this Section or any person thereunto authorized in writing by him. Any modification or amplification of the provisions of the Loan Agreement or the Guarantee Agreement, may be agreed to on behalf of the Borrower or the Guarantor by written instrument executed on behalf of the Borrower or the Guarantor by the representative so designated or any person thereunto authorized in writing by him; provided that, in the opinion of such representative, such modification or amplification is reasonable in the circumstances and will not substantially increase the obligations of the Borrower under the Loan Agreement or of the Guarantor under the Guarantee Agreement." L. Section 11.01 is deleted and the following Section is substituted therefor:

Obligations of The Guarantor. For value received, (A) In consideration of the receipt and sufficiency Noteholders entering into this Agreement at the request of which are the Guarantor (as the Guarantor hereby acknowledgedacknowledges), the Guarantor hereby irrevocably shall, as primary obligations of him: (1) procure that the Company shall duly observe and unconditionally guarantees perform all its obligations under this Agreement; (2) if and whenever the prompt and complete Company shall be in default in the payment when due of the obligations and liabilities, whether now in existence or hereafter arising, of the Seller, which is under common control and ownership with the Guarantor, to the Purchaser (i) arising out of or under Sections 5(m), 6 and 10 of this Agreement and (ii) that are owed under such Sections 5(m), 6 and 10 to the Purchaser or any of its successors and permitted assigns amount payable under this Agreement (collectively, the “Obligations”). The guaranty provided or of any damages for in this Section 24 is one of payment and not of collection. The Guarantor hereby waives notice of acceptance breach of the guaranty provided for in this Section 24 and notice same or of any of the Obligations Warranties and within two Business Days after being given notice to which it may applythat effect by the Noteholders, or whenever the Guarantor becomes aware in advance that the Company will be unable to fulfill any part of its payment obligations, pay all such amounts then payable by the Company as though the Guarantor instead of the Company was expressed to be the principal debtor; and (3) indemnify the Noteholders against the cost of collecting any amount payable by the Company or the Guarantor and waives diligence, presentment, demand for payment, protest, notice referred to in clause 6.1(A)(2). (B) Any amount not paid by the Company and not recoverable from the Guarantor on the basis of protest, notice of dishonor a guarantee or non-payment otherwise (whether because of any Obligationlegal limitation, suit disability or incapacity on the taking of other action by the Purchaser against, and any other notice to, the Seller, the Guarantor or others. The Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Purchaser any claim or defense based upon, an election of remedies by the Purchaser which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes the rights part of the Guarantor to proceed against the Seller Company or any other guarantor for reimbursement matter or contribution, and/or any other rights thing whether known to the Noteholders or not) shall nevertheless be recoverable from the Guarantor on the basis of the Purchaser to proceed against the Seller, any other guarantor, or any other Person or security. an indemnity. (C) The Guarantor acknowledges that it is presently informed his liability under this clause 6.1 shall not be discharged or affected in any way by time being given to the Company or by any other indulgence or concession being granted to the Company or by any other act, omission, dealing, matter or thing whatsoever (including any change in the memorandum or articles of association of the financial condition Company, any amendment to this Agreement or the liquidation, dissolution, reconstruction or amalgamation of the Seller and Company or the illegality or enforceability of all other circumstances this Agreement) which diligent inquiry would reveal and which bear upon but for this provision might operate to release the risk of nonpayment of the Obligations. When pursuing its rights and remedies hereunder against the Guarantor, the Purchaser may, but shall be Guarantor from his obligations under no obligation to, pursue such rights and remedies that the Purchaser may have against the Seller or any other Person or any security or other guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Purchaser to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any security or other guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or security or other guarantee or right of offset, shall not relieve the Guarantor, of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchaser against the Guarantorthis clause 6.1.

Obligations of The Guarantor. For value received, the receipt and sufficiency of which are hereby acknowledged, the (a) Guarantor hereby irrevocably and unconditionally guarantees the prompt and complete payment when due of the obligations and liabilities, whether now in existence or hereafter arising, of the Seller, which is under common control and ownership with the Guarantor, agrees to the Purchaser (i) arising out of or under Sections 5(m), 6 and 10 of this Agreement and (ii) that are owed under such Sections 5(m), 6 and 10 pay to the Purchaser or any of its successors and permitted assigns Sellers all amounts payable by Buyer under this Agreement that Buyer does not pay Sellers when due (collectively, the “ObligationsGuaranty”). The Guaranty is an absolute, continuing, irrevocable and unconditional guaranty provided for of payment and performance, shall not be subject to any counterclaim, setoff, deduction, diminution, abatement, recoupment, suspension, deferment, reduction or defense (other than full and strict compliance by Buyer of its obligations under this Agreement) based upon any claim that Buyer may have against Sellers or any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstances or conditions whatsoever (whether or not any Sellers or Buyer shall have any knowledge or notice thereof), including: (i) any amendment, modification, addition, deletion, extension, increase, supplement or renewal to or of or other change in this Section 24 is one Agreement or any of the other Transaction Documents, or any instrument or agreement applicable to any of the Parties to such agreements; (ii) any failure, omission or delay on the part of Seller Representative, any Seller or Buyer to conform to or comply with any term of any instrument or agreement referred to in clause (i) above; (iii) any waiver, consent, extension, indulgence, compromise, release or other action or inaction under or in respect of any instrument, agreement, guarantee or right of offset referred to in clause (i) above or any Liability of any Seller, Seller Representative or Buyer, or any exercise or nonexercise by Buyer of any right, remedy, power or privilege under or in respect of any such instrument, agreement, guarantee, right of offset or any such obligation or liability; (iv) any limitation on the Liabilities of Buyer or any other Person under this Agreement, or any discharge, termination, cancellation, frustration, irregularity, invalidity or unenforceability, in whole or in part, of any of the foregoing, or any other agreement, instrument or guarantee referred to in clause (i) above or any term or provision of any thereof; (v) any failure, omission or delay on the part of any Seller or Seller Representative (A) to enforce, assert or exercise any right, power or remedy conferred on it by the provisions of this Agreement or otherwise inuring to any Seller or Seller Representative under this Agreement, or (B) to make demand first upon any other guarantor or any other person liable for the payment or performance of any Seller’s or Seller Representative’s obligations under the Agreement; (vi) the voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, composition or other proceedings under Laws for the protection of debtors affecting Buyer or any assets of Buyer, or any discharge from liability or rejection of burdensome Contracts or obligations in the course of or resulting from any such proceedings; (vii) the release, by operation of Law or otherwise, of Buyer from any obligation under this Agreement; (viii) the invalidity, deficiency, illegality or unenforceability of this Agreement, in whole or in part, or of any of the provisions thereof, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever; (ix) any change in ownership of any equity interests of Buyer; (x) any merger or consolidation of Buyer into or with any other corporation or any sale, lease or transfer of any of the assets of Buyer to any other Person; or (xi) without limiting the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety. The Buyer shall remain liable hereunder until the payment and performance in full of the obligations under the Agreement. This guarantee shall be a guarantee of payment and not of collection. The Guarantor hereby waives notice of acceptance of . (b) If Buyer shall default in the guaranty provided for in this Section 24 due and notice punctual payment or performance of any of the Obligations to which it may applyits obligations under this Agreement, and waives diligence, presentment, demand for payment, protest, Seller Representative shall provide written notice of protestsuch default to Guarantor and provide Buyer ten (10) days from the date of notice in which to cure such default. In the event Buyer does not cure such default within the ten (10) day notice period, then Guarantor shall immediately take all actions necessary to cause Guarantor to pay or perform Buyer’s obligations under this Agreement at its sole cost and expense and Sellers shall be immediately entitled to pursue all remedies against Guarantor for the full and timely payment and performance then owed by Buyer pursuant to this Agreement. Notwithstanding the foregoing, in the event of the insolvency of, the business failure of, the appointment of a custodian, trustee, liquidator, or receiver for any of the property of, or an assignment for the benefit of creditors by, or the filing of a petition under any bankruptcy, insolvency, or debtor’s relief law, or for any adjustment of indebtedness, composition, or extension by or against Buyer, then Sellers shall be immediately entitled to pursue all remedies against the Guarantor for the full and timely payment and performance then owed by the Buyer pursuant to this Agreement without any notice of dishonor to Buyer or non-payment the pursuit of any Obligation, suit remedies against Buyer or the taking of other action by the Purchaser against, and any other notice toPerson. (c) The liabilities and obligations of Guarantor under this Article XII shall not be conditioned or contingent upon the pursuit of any remedies against Buyer or any other Person. To the extent permitted by Law, the Seller, the Guarantor or others. The Guarantor hereby waives any defense arising by reason ofright, and any and all right whether legal or equitable, statutory or non-statutory, to assert against the Purchaser any claim or defense based upon, an election of remedies by the Purchaser which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes the rights of the Guarantor require Sellers to proceed against the Seller or take any other guarantor for reimbursement action against, or contributionpursue any remedy with respect to, and/or any other rights of the Purchaser to proceed against the Seller, any other guarantor, Buyer or any other Person before Sellers may enforce rights against Guarantor hereunder, provided that the foregoing shall not be deemed a waiver of any actions, claims or security. The Guarantor acknowledges that it is presently informed defenses available to Buyer. (d) Sellers, Seller Representative and Buyer may exercise any and all rights granted to any of them under this Agreement without affecting the validity or enforceability of the financial condition Guaranty and the obligations and liabilities of the Seller and Guarantor hereunder will not be affected, impaired or released by any extension, waiver or amendment of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. When pursuing its rights and remedies hereunder against the Guarantor, the Purchaser may, but shall be under no obligation to, pursue such rights and remedies that the Purchaser may have against the Seller this Agreement or any other Person or any security or action which would release the Guarantor (other guarantee for than performance). (e) Guarantor recognizes that Sellers are relying upon the Obligations or any right Guaranty and the undertakings of offset with respect theretoGuarantor hereunder in entering into this Agreement, and any failure by further recognizes that the Purchaser to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any security or other guarantee or to exercise any such right of offset, or any release execution and delivery of the Seller or any such other Person or security or other guarantee or right of offset, shall not relieve the Guarantor, of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as Guaranty is a matter of law, of the Purchaser against the Guarantormaterial inducement to Sellers in entering into this Agreement.

Obligations of The Guarantor. For value received, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby irrevocably and unconditionally guarantees the prompt and complete payment when due of the obligations and liabilities, whether now in existence or hereafter arising, of the Seller, which is under common control and ownership with the Guarantor, to the Purchaser (i) arising out of or under Sections 5(j), 5(m), 6 and 10 of this Agreement and (ii) that are owed under such Sections 5(j), 5(m), 6 and 10 to the Purchaser or any of its successors and permitted assigns under this Agreement (collectively, the “Obligations”). The guaranty provided for in this Section 24 is one of payment and not of collection. The Guarantor hereby waives notice of acceptance of the guaranty provided for in this Section 24 and notice of any of the Obligations to which it may apply, and waives diligence, presentment, demand for payment, protest, notice of protest, notice of dishonor or non-payment of any Obligation, suit or the taking of other action by the Purchaser against, and any other notice to, the Seller, the Guarantor or others. The Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Purchaser any claim or defense based upon, an election of remedies by the Purchaser which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes the rights of the Guarantor to proceed against the Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Purchaser to proceed against the Seller, any other guarantor, or any other Person or security. The Guarantor acknowledges that it is presently informed of the financial condition of the Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. When pursuing its rights and remedies hereunder against the Guarantor, the Purchaser may, but shall be under no obligation to, pursue such rights and remedies that the Purchaser may have against the Seller or any other Person or any security or other guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Purchaser to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any security or other guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or security or other guarantee or right of offset, shall not relieve the Guarantor, of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchaser against the Guarantor.