Obligation to Pay Unconditional. Except as expressly provided herein, --------------------------------- nothing is intended to or shall impair, as between the Maker and the Holder, the obligation of the Maker, which is absolute and unconditional, to pay to the Holder the principal of and interest on this Subordinated Note as and when the same shall become due and payable in accordance with its terms.
Obligation to Pay Unconditional. No reference herein to the Agreement and no provision of this TRA Right certificate or of the Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay any amounts determined pursuant to the terms hereof and of the Agreement at the times, place and amount, and in the manner, herein prescribed.
Obligation to Pay Unconditional. (a) The Borrower's obligations to reimburse the Bank as provided herein is absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including without limitation the following circumstances except as may be the result of the gross negligence or willful misconduct of the Bank:
(i) any lack of validity or enforceability of the Letter of Credit or the Service Contract (provided payments are actually made under the Letter of Credit);
(ii) any amendment or waiver of or any consent to departure from all or any of such documents;
(iii) the existence of any claim, set-off, defense or other right which the Borrower may have at any time against the Company, the District, or any other Person (other than the Bank), whether in connection with this Agreement, the Service Contract or any unrelated transaction;
(iv) payment by the Bank under the Letter of Credit against presentation of a sight draft or certificate which complies in all material respects with the terms of the Letter of Credit but does not strictly comply therewith;
(v) any demand, statement or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; or
(vi) any other circumstance, happening or omission whatsoever which is similar to any of the foregoing.
Obligation to Pay Unconditional. So long as any of the Bonds or interest thereon or any other obligations of the Company hereunder shall be Outstanding, or until payment thereof has been duly provided for, the Company's obligation to make the Financing Payments due hereunder shall be absolute and unconditional, and such payments shall be payable on the dates and at the times specified without notice or demand (except as provided herein), without abatement or set-off, regardless of any contingencies whatsoever, and notwithstanding any circumstances or occurrences that may now exist or that may hereafter arise or take place, including but without limiting the generality of the foregoing, the following:
(A) The failure to complete the Project;
(B) Damage to or destruction of the Project, or any part thereof, by Act of God or otherwise;
(C) Legal curtailment of the Company's use of the Project, or any part thereof, through procedures of eminent domain or otherwise;
(D) Change in the Company's legal organization or status;
(E) Any sale or lease of the Project by the Company, without the consent thereto by the Issuer;
(F) Any termination of this Agreement for any reason whatsoever, including without limitation, termination by reason of default by the Company hereunder;
(G) Failure of consideration or commercial frustration of purpose;
(H) Any change in the tax laws or regulations or other laws of the United States of America or of the State of Florida or of any political subdivision thereof, including the Issuer; or
(I) Any default on the part of the Issuer under this Agreement, or any other fault or failure of the Issuer whatsoever, or any failure by the Trustee under this Agreement, the Indenture or otherwise.
Obligation to Pay Unconditional. Except as expressly provided herein, nothing is intended to or shall impair, as between the [Affiliate Debtor] and the Holder, the obligation of the [Affiliate Debtor], which is absolute and unconditional, to pay to the Holder the principal of and interest on this Note as and when the same shall become due and payable in accordance with its terms.
Obligation to Pay Unconditional. Borrower's obligation to reimburse or pay Bank hereunder is absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including without limitation the following circumstances:
(i) any lack of validity or enforceability of this Agreement, the Bonds or any of the Related Documents;
(ii) any amendment, waiver, release or termination of or any consent to or departure from the terms of all or any of said documents;
(iii) the existence of any claim, set-off, defense or other right which Borrower may have at any time against any Person, whether in connection with said documents or any related or unrelated transaction;
(iv) any demand, statement or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or not in compliance with the terms of the Letter of Credit or any Related Document or any statement therein being untrue or inaccurate in any respect whatsoever;
(v) any determination of invalidity or unenforceability of the Letter of Credit after payment by Bank thereunder;
(vi) any failure to reduce or reinstate the Stated Amount; or
(vii) any other circumstance, happening or omission, whether or not similar to any of the foregoing. The liability of Borrower hereunder and under any Related Document shall be reinstated and revived and the rights of Bank shall continue, with respect to any amount at any time paid by or on behalf of Borrower which amount shall thereafter be required to be restored, returned or forfeited by Bank pursuant to any law, and Borrower's liability therefor shall continue as if such amount had not been paid.
Obligation to Pay Unconditional. Except as expressly provided herein, nothing in this Article 8 is intended to or shall (i) impair, as between the Holdco Parties and the TW Parties, the obligation of the Holdco Parties, which is absolute and unconditional, to pay and perform the Required Obligations as and when the same shall become due and payable in accordance with the terms of this Agreement or (ii) affect any rights the TW Parties may have to set-off and apply any and all payments received by the Texas Acquisition Subsidiaries or the Georgia Acquisition Subsidiaries in respect of any Texas Units or Georgia Units, respectively, against any and all of the Required Obligations now or hereafter existing.
Obligation to Pay Unconditional. The provisions of this Article Thirteen are solely for the purpose of defining the relative rights of the holders of Senior Indebtedness and Guarantor Senior Indebtedness, as the case may be, on the one hand, and the Holders on the other hand, and nothing herein or elsewhere in this Indenture or in the Securities or Guarantees shall (i) impair, as between the Company, any Guarantor, their respective creditors (other than holders of Senior Indebtedness or Guarantor Senior Indebtedness), and the Holders, the obligation of the Company and any Guarantor, which obligation is unconditional and absolute (and which, subject to the rights under this Article Thirteen of the holders of Senior Indebtedness and Guarantor Senior Indebtedness, is intended to rank equally with all other general obligations of the Company or such Guarantor, as the case may be), to pay to the Holders of Securities and Guarantees the principal thereof (and premium, if any), interest and any Additional Amounts, if any, thereon in accordance with the terms of the Securities, the Guarantees and this Indenture; or (ii) affect the relative rights of the Holders and creditors of the Company and any Guarantors (other than the holders of the Senior Indebtedness or Guarantor Senior Indebtedness); or (iii) prevent the Holders or the Trustee from exercising all remedies otherwise permitted by applicable law or under the Securities, the Guarantees and this Indenture upon default under the Securities, the Guarantees or this Indenture, subject to the rights of holders of Senior Indebtedness and Guarantor Senior Indebtedness under the provisions of this Article to receive cash, property or securities otherwise payable or deliverable to the Holders upon exercise of any such remedy.
Obligation to Pay Unconditional. 8 2.07 Prepayments .....................................................9 2.08 Right of Bank to Extend Letter of Credit .......................
Obligation to Pay Unconditional. (a) The Borrower's obligations to reimburse the Bank as provided herein either directly, or from the proceeds of the remarketing of the Certificates, is absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including without limitation the following circumstances except as may be the result of the gross negligence or willful misconduct of the Bank:
(i) any lack of validity or enforceability of the Letter of Credit, the Certificates or any Related Document (provided payments are actually made under the Letter of Credit);
(ii) any amendment or waiver of or any consent to departure from all or any of such documents;
(iii) the existence of any claim, set-off, defense or other right which the Borrower may have at any time against the Trustee, the Remarketing Agent, or any other Person, whether in connection with this Agreement, the Certificates, the Related Documents or any unrelated transaction;
(iv) payment by the Bank under the Letter of Credit against presentation of a sight draft or certificate which complies in all material respects with the terms of the Letter of Credit but does not strictly comply therewith;
(v) any demand, statement or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; or
(vi) any other circumstance, happening or omission whatsoever which is similar to any of the foregoing.
