Common use of Obligations of Company Unconditional Clause in Contracts

Obligations of Company Unconditional. The obligations of the Company and ITT Holdings LLC to make the payments required in Section 4.02 and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner or the Trustee of any obligation to the Company or ITT Holdings LLC, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner or the Trustee, and, until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Company and ITT Holdings LLC (i) will not suspend or discontinue any payments provided for in Section 4.02 hereof, (ii) will perform and observe all other agreements contained in this Agreement and (iii) except as otherwise provided herein, will not terminate the Term of Agreement for any cause, including, without limiting the generality of the foregoing, failure of the Company to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Project, the taking by eminent domain of title to or temporary use of any or all of the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Issuer, the Administrative Agent, the Owner or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained, and in the event the Issuer or the Trustee should fail to perform any such agreement on its part, the Company may institute such action against the Issuer or the Trustee as the Company may deem necessary to compel performance so long as such action does not abrogate the obligations of the Company or ITT Holdings LLC contained in the first sentence of this Section.

Obligations of Company Unconditional. The obligations of the Company and ITT Holdings LLC to make the payments required in Section 4.02 and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner Authority or the Trustee of any obligation to the Company or ITT Holdings LLCCompany, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner Authority or the Trustee, and, until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Company and ITT Holdings LLC (i) will not suspend or discontinue any payments provided for in Section 4.02 hereof, (ii) will perform and observe all other agreements contained in this Agreement and (iii) except as otherwise provided herein, will not terminate the Term of Agreement for any cause, including, without limiting the generality of the foregoing, failure of the Company to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Prior Project, the taking by eminent domain of title to or temporary use of any or all of the Prior Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Issuer, the Administrative Agent, the Owner Authority or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement. Nothing contained in this Section shall be construed to release the Issuer Authority from the performance of any of the agreements on its part herein contained, and in the event the Issuer Authority or the Trustee should fail to perform any such agreement on its part, the Company may institute such action against the Issuer Authority or the Trustee as the Company may deem necessary to compel performance so long as such action does not abrogate the obligations of the Company or ITT Holdings LLC contained in the first sentence of this Section.

Obligations of Company Unconditional. The obligations of the Company and ITT Holdings LLC to make the payments required in Section 4.02 and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner or the Trustee of any obligation to the Company or ITT Holdings LLCCompany, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner or the Trustee, and, until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Company and ITT Holdings LLC (i) will not suspend or discontinue any payments provided for in Section 4.02 hereof, (ii) will perform and observe all other agreements contained in this Agreement and (iii) except as otherwise provided herein, will not terminate the Term of Agreement for any cause, including, without limiting the generality of the foregoing, failure of the Company to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Project, the taking by eminent domain of title to or temporary use of any or all of the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Issuer, the Administrative Agent, the Owner or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained, and in the event the Issuer or the Trustee should fail to perform any such agreement on its part, the Company may institute such action against the Issuer or the Trustee as the Company may deem necessary to compel performance so long as such action does not abrogate the obligations of the Company or ITT Holdings LLC contained in the first sentence of this Section.

Obligations of Company Unconditional. The obligations of the Company and ITT Holdings LLC to make the payments required in Section 4.02 and 4.2 hereof and, to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee of any obligation to the Company or ITT Holdings LLCCompany, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee, and, until such time as the principal of, premium, if any, and interest on the Series J Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Company and ITT Holdings LLC (i) will not suspend or discontinue any payments provided for in Section 4.02 4.2 hereof, (ii) will perform and observe all other agreements contained in this Agreement and (iii) except as otherwise provided hereinin Article X hereof, will not terminate the Term of Agreement for any cause, including, without limiting the generality of the foregoing, failure of the Company to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the ProjectProject Facility, the taking by eminent domain of title to or temporary use of any or all of the ProjectProject Facility, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Issuer, the Administrative Agent, the Owner Issuer or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained, and in the event the Issuer or the Trustee should fail to perform any such agreement on its part, the Company may institute such action against the Issuer or the Trustee as the Company may deem necessary to compel performance so long as such action does not abrogate the obligations of the Company or ITT Holdings LLC contained in the first sentence of this Section.. [END OF ARTICLE IV]

Obligations of Company Unconditional. The obligations of the Company and ITT Holdings LLC to make the payments required in Section 4.02 pay Subrentals and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall not be subject to without any defense or any right of setoffabatement, diminution, counterclaim or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner or the Trustee of any obligation to the Company or ITT Holdings LLC, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner or the Trustee, and, until setoff. Until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with Article VII of the Indenture, the Company and ITT Holdings LLC (i) will not suspend or discontinue or permit the suspension or discontinuance of any payments provided for in Section 4.02 hereofpayment of Subrentals, (ii) will perform and observe all of its other agreements contained in this Agreement Sublease, and (iii) except as otherwise provided hereinin Sections 9.1 and 9.2, will not terminate the Sublease Term of Agreement for any cause, cause including, without limiting the generality of the foregoing, failure of the Company to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure or defect of considerationtitle to the Project or any part thereof, eviction or constructive eviction, failure of consideration, destruction of or damage to the Project, the taking by eminent domain of title to or temporary use of any or all of the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State State, or any political subdivision of either thereof thereof, or any failure of the Issuer, the Administrative Agent, the Owner or the Trustee Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this AgreementSublease. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained, ; and in the event the Issuer or the Trustee should fail to perform any such agreement on its part, the Company may institute such action against the Issuer or the Trustee as the Company may deem necessary to compel performance or recover its damages for non-performance so long as such action does shall not abrogate violate the obligations agreements on the part of the Company or ITT Holdings LLC contained in the first sentence and second sentences of this SectionSection or decrease the Subrentals required to be paid by the Company pursuant to Section 4.3. The Company may, however, at its own cost and expense and in its own name or in the name of the Issuer, prosecute or defend any action or proceeding or take any other action involving third persons which the Company deems reasonably necessary in order to secure or protect its right of possession, occupancy and use hereunder, and in such event the Issuer hereby agrees to cooperate fully with the Company and to take all action necessary to effect the substitution of the Company for the Issuer in any action or proceeding if the Company shall so request.

Obligations of Company Unconditional. The obligations obligation of the Company and ITT Holdings LLC to make the payments required in Section 4.02 on the Notes to the Trustee and to perform and observe all other covenants, conditions and agreements hereunder shall be a general obligation of the other agreements contained herein Company without setoff, diminution or deduction (whether from taxes or otherwise) and shall be absolute and unconditional and shall not be subject to unconditional, irrespective of any defense (other than defense of payment) or any right rights of setoff, recoupment or counterclaim or recoupment arising out of any breach by it might otherwise have against the Issuer, the Administrative Agent, the Owner or the Trustee of any obligation to the Company or ITT Holdings LLC, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee, and, . Unless and until such time as all amounts due under this Loan Agreement and the principal of, premium, if any, and interest on the Bonds shall Notes have been fully paid or provision satisfied in full (other than contingent indemnification obligations for the payment thereof shall have which no claim has been made in accordance with the Indenture, made) the Company and ITT Holdings LLC (i) will shall not suspend or discontinue any payments provided for in Section 4.02 hereofsuch payment on the Notes or hereunder or fail to observe and perform any of its other covenants, (ii) will perform conditions and observe all other agreements contained in this Agreement and (iii) except as otherwise provided herein, will not terminate the Term of Agreement hereunder for any cause, including, without limiting the generality of the foregoinglimitation, failure of the Company to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, an eviction or constructive eviction, destruction failure of or damage to the Projectconsideration, the taking by eminent domain failure of title to or temporary use of any part or all of the ProjectFacility, or commercial frustration of purpose, or any damage to or destruction or condemnation of all or any part of the Facility, or any change in the tax or other laws of the United States of America or of America, the State or any political subdivision of either thereof either, or any failure of the Issuer, the Administrative Agent, the Owner Issuer or the Trustee to observe and perform and observe any covenant, condition or agreement, whether express or implied, or any duty, liability or obligation arising out of or connected in connection with the Indenture or this Loan Agreement. Nothing contained in this Section shall be construed The Company may, after giving to release the Issuer from and the performance Trustee 10 days’ written notice of its intention to do so, at its own expense and in its own name, prosecute or defend any action or proceeding or take any other action involving third persons which the Company deems reasonably necessary in order to secure or protect any of its rights hereunder or the agreements on its part herein contained, rights of the Issuer under the Indenture; and in the such event the Issuer or Issuer, subject to payment by the Trustee should fail Company of the Issuer’s reasonable, documented and out-of-pocket costs and expenses, shall cooperate fully with the Company and take all necessary action to perform assist the Company with any such agreement on its part, action or proceeding if the Company may institute such action against the Issuer or the Trustee as the Company may deem necessary to compel performance shall so long as such action does not abrogate the obligations of the Company or ITT Holdings LLC contained in the first sentence of this Sectionrequest.

Obligations of Company Unconditional. The obligations of the Company and ITT Holdings LLC to make the payments required in Section 4.02 4.2 and under the Note and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee Trustee, of any obligation to the Company or ITT Holdings LLCCompany, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee, and, until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Company and ITT Holdings LLC (i) will not suspend or discontinue any payments provided for in Section 4.02 4.2 hereof, (ii) will perform and observe all other agreements contained in this Agreement and (iii) except as otherwise provided herein, will not terminate the Term of Agreement for any cause, including, without limiting the generality of the foregoing, failure of the Company to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Project, the taking by eminent domain of title to or temporary use of any or all of the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Issuer, the Administrative Agent, the Owner Issuer or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained, and in the event the Issuer or the Trustee should fail to perform any such agreement on its part, the Company may institute such action against the Issuer or the Trustee as the Company may deem necessary to compel performance so long as such action does not abrogate the obligations of the Company or ITT Holdings LLC contained in the first sentence of this Section.

Obligations of Company Unconditional. The obligations of the Company and ITT Holdings LLC to make the payments required in Section 4.02 4.2 hereof and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner Authority or the Trustee of any obligation to the Company or ITT Holdings LLCCompany, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the IssuerAuthority, the Administrative Agent, the Owner Trustee or the TrusteeOwners, and, until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Company and ITT Holdings LLC (i) will not suspend or discontinue any payments provided for in Section 4.02 4.2 hereof, (ii) will perform and observe all other agreements contained in this Agreement and the other Loan Documents and (iii) except as otherwise provided hereinin Article X hereof, will not terminate the Term of Agreement for any cause, including, without limiting the generality of the foregoing, failure of the Company to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the ProjectProject Facility, the taking by eminent domain of title to or temporary use of any or all of the ProjectProject Facility, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Issuer, the Administrative Agent, the Owner Authority or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this AgreementAgreement or any other Loan Document. Nothing contained in this Section shall be construed to release the Issuer Authority from the performance of any of the agreements on its part herein contained, and in the event the Issuer Authority or the Trustee should fail to perform any such agreement on its part, the Company may institute such action against the Issuer Authority or the Trustee as the Company may deem necessary to compel performance so long as such action does not abrogate the obligations of the Company or ITT Holdings LLC contained in the first sentence of this Section.. [END OF ARTICLE IV]

Obligations of Company Unconditional. The obligations of the Company and ITT Holdings LLC to make the payments required in Section 4.02 4.2 and to perform and observe the other agreements contained herein and in the Mortgage shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee of any obligation to the Company or ITT Holdings LLCCompany, whether hereunder or otherwiseother- wise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee, and, until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Company and ITT Holdings LLC (i) will not suspend or discontinue any payments provided for in Section 4.02 4.2 hereof, (ii) will perform and observe all other agreements contained in this Agreement and in the Mortgage and (iii) except as otherwise provided herein, will not terminate the Term of Agreement for any cause, including, without limiting the generality of the foregoing, failure of the Company to complete the acquisitionrenovation, constructionexpansion, improving rehabilitation and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Project, the taking by eminent domain of title to or temporary use of any or all of the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Issuer, the Administrative Agent, the Owner Issuer or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this AgreementAgree- ment. Nothing contained in this Section shall be construed as a waiver of any rights of the Company or to release the Issuer or the Trustee from the performance of any of the agreements on its part herein containedcontained or contained in the Indenture or the Mortgage, and in the event the Issuer or the Trustee should fail to perform any such agreement on its part, the Company may institute such action against the Issuer or the Trustee as the Company may deem necessary to compel performance so long as such action does not abrogate the obligations of the Company or ITT Holdings LLC contained in the first sentence of this Section.

Obligations of Company Unconditional. The obligation of the Company to make the payments to the Trustee and to perform and observe all other covenants, conditions and agreements hereunder shall be absolute and unconditional, irrespective of any defense or any rights of setoff, recoupment or counterclaim it might otherwise have against the Issuer, the Credit Facility Issuer, during any Credit Facility Period, the Tender Agent or the Trustee. The obligations of the Company hereunder are not subordinate to any other obligations of the Company and ITT Holdings LLC will rank pari passu with other unsecured unsubordinated obligations of the Company. Subject to make prepayment of the payments required Note in full and termination as provided herein (except as provided in Section 4.02 and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner or the Trustee of any obligation to the Company or ITT Holdings LLC, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner or the Trustee, and, until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture4.1(f)), the Company and ITT Holdings LLC (i) will shall not suspend or discontinue any payments provided for in Section 4.02 hereofsuch payment hereunder or fail to observe and perform any of its other covenants, (ii) will perform conditions and observe all other agreements contained in this Agreement and (iii) except as otherwise provided herein, will not terminate the Term of Agreement hereunder for any cause, including, without limiting the generality of the foregoinglimitation, failure of the Company to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, an eviction or constructive eviction, destruction failure of or damage to the Projectconsideration, the taking by eminent domain failure of title to or temporary use of any part or all of the Project, or commercial frustration of purpose, or any damage to or destruction or condemnation of all or any part of the Project, or any change in the tax or other laws of the United States of America or of America, the State or any political subdivision of either thereof either, or any failure of the Issuer, the Administrative AgentCredit Facility Issuer, the Owner during any Credit Facility Period, or the Trustee to observe and perform and observe any covenant, condition or agreement, whether express or implied, or any duty, liability or obligation arising out of or connected in connection with the Indenture or this Agreement. Nothing contained in Notwithstanding the foregoing or any other provision of this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained, and in the event the Issuer or the Trustee should fail to perform any such agreement on its partAgreement, the Company does not waive, and shall not be prevented from otherwise enforcing, any rights it may institute such action have against the Issuer, the Trustee or Credit Facility Issuer. The Company may, after giving to the Issuer and the Trustee 10 days’ notice of its intention to do so, at its own expense and in its own name or, with the consent of the Issuer, which consent shall not be unreasonably withheld or delayed, in the name of the Issuer, prosecute or defend any action or proceeding or take any other action involving third persons which the Company deems reasonably necessary in order to secure or protect any of its rights hereunder or the Trustee as rights of the Issuer under the Indenture, and, in such event, the Issuer shall cooperate fully with the Company may deem and take all necessary action to compel performance so long as such action does not abrogate effect the obligations substitution of the Company for the Issuer in any such action or ITT Holdings LLC contained in proceeding if the first sentence of this SectionCompany shall so request.

Obligations of Company Unconditional. The obligations of the Company and ITT Holdings LLC to make the payments required in Section 4.02 and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee of any obligation to the Company or ITT Holdings LLCCompany, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee, and, until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Company and ITT Holdings LLC (i) will not suspend or discontinue any rental payments provided for in Section 4.02 hereof, (ii) will perform and observe all other agreements contained in this Agreement and (iii) except as otherwise provided herein, will not terminate the Term of Agreement for any cause, including, without limiting the generality of the foregoing, failure of the Company to complete the acquisition, construction, improving construction and equipping installation of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Project, the taking by eminent domain of title to or temporary use of any or all of the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Issuer, the Administrative Agent, the Owner Issuer or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained, and in the event the Issuer or the Trustee should fail to perform any such agreement on its part, the Company may institute such action against the Issuer or the Trustee as the Company may deem necessary to compel performance so long as such action does not abrogate the obligations of the Company or ITT Holdings LLC contained in the first sentence of this Section.

Obligations of Company Unconditional. The obligations of the Company and ITT Holdings LLC to make the payments required in Section 4.02 4.2 and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee of any obligation to the Company or ITT Holdings LLCCompany, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee, and, until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Company and ITT Holdings LLC (i) will not suspend or discontinue any payments provided for in Section 4.02 4.2 hereof, (ii) will perform and observe all other agreements contained in this Agreement and (iii) except as otherwise provided hereinin Article IX hereof, will not terminate the Term of Agreement for any cause, including, without limiting the generality of the foregoing, failure of the Company to complete the acquisition, constructionrehabilitation, improving furnishing and equipping of the Project, the occurrence of any acts or of circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Project, the taking by eminent domain of title to or temporary use of any or all of the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Issuer, the Administrative Agent, the Owner Issuer or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected connection with this Agreement. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained, and in the event the Issuer or the Trustee should fail to perform any such agreement on its part, the Company may institute such action against the Issuer or the Trustee as the Company may deem necessary to compel performance so long as such action does not abrogate the obligations of the Company or ITT Holdings LLC contained in the first sentence of this Section.. * END OF ARTICLE IV *

Obligations of Company Unconditional. The obligations of the Company and ITT Holdings LLC to make the payments required in Section 4.02 4.2 and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee of any obligation to the Company or ITT Holdings LLCCompany, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee, and, until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Company and ITT Holdings LLC (i) will not suspend or discontinue any payments provided for in Section 4.02 4.2 hereof, (ii) will perform and observe all other agreements contained in this Agreement and (iii) except as otherwise provided herein, will not terminate the Term of Agreement for any cause, including, without limiting the generality of the foregoing, failure of the Company to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Project, the taking by eminent domain of title to or temporary use of any or all of the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Issuer, the Administrative Agent, the Owner Issuer or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained, and in the event the Issuer or the Trustee should fail to perform any such agreement on its part, the Company may institute such action against the Issuer or the Trustee as the Company may deem necessary to compel performance so long as such action does not abrogate the obligations of the Company or ITT Holdings LLC contained in the first sentence of this Section.

Obligations of Company Unconditional. The obligations of the Company and ITT Holdings LLC to make the payments required in Section 4.02 pay Subrentals and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall not be subject to without any defense or any right of setoffabatement, diminution, counterclaim or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner or the Trustee of any obligation to the Company or ITT Holdings LLC, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner or the Trustee, and, until setoff. Until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with Article VII of the Indenture, the Company and ITT Holdings LLC (i) will not suspend or discontinue or permit the suspension or discontinuance of any payments provided for in Section 4.02 hereofpayment of Subrentals, (ii) will perform and observe all of its other agreements contained in this Agreement Sublease, and (iii) except as otherwise provided hereinin Sections 9.1 and 9.2, will not terminate the Sublease Term of Agreement for any cause, cause including, without limiting the generality of the foregoing, failure of the Company to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure or defect of considerationtitle to the Project or any part thereof, eviction or constructive eviction, failure of consideration, destruction of or damage to the Project, the taking by eminent domain of title to or temporary use of any or all of the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State State, or any political subdivision of either thereof thereof, or any failure of the Issuer, the Administrative Agent, the Owner or the Trustee Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this AgreementSublease. Nothing contained in this Section 4.5 shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained, ; and in the event the Issuer or the Trustee should fail to perform any such agreement on its part, the Company may institute such action against the Issuer or the Trustee as the Company may deem necessary to compel performance or recover its damages for non-performance so long as such action does shall not abrogate violate the obligations agreements on the part of the Company or ITT Holdings LLC contained in the first sentence and second sentences of this SectionSection 4.5 or decrease the Subrentals required to be paid by the Company pursuant to Section 4.3. The Company may, however, at its own cost and expense and in its own name or in the name of the Issuer, prosecute or defend any action or proceeding or take any other action involving third persons which the Company deems reasonably necessary in order to secure or protect its right of possession, occupancy and use hereunder, and in such event the Issuer hereby agrees to cooperate fully with the Company and to take all action necessary to effect the substitution of the Company for the Issuer in any action or proceeding if the Company shall so request.

Obligations of Company Unconditional. The obligations obligation of the Company and ITT Holdings LLC to make the payments required in Section 4.02 on the Series 2022 Note to the Trustee and to perform and observe all other covenants, conditions and agreements hereunder shall be a general obligation of the other agreements contained herein Company without setoff, diminution or deduction (whether from taxes or otherwise) and shall be absolute and unconditional and shall not be subject to unconditional, irrespective of any defense (other than defense of payment) or any right rights of setoff, recoupment or counterclaim or recoupment arising out of any breach by it might otherwise have against the Issuer, the Administrative Agent, the Owner or the Trustee of any obligation to the Company or ITT Holdings LLC, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee, and, . Unless and until such time as all amounts due under this Loan Agreement and the principal of, premium, if any, and interest on the Bonds shall Series 2022 Note have been fully paid or provision satisfied in full (other than contingent indemnification obligations for the payment thereof shall have which no claim has been made in accordance with the Indenture, made) the Company and ITT Holdings LLC (i) will shall not suspend or discontinue any payments provided for in Section 4.02 hereofsuch payment on the Series 2022 Note or hereunder or fail to observe and perform any of its other covenants, (ii) will perform conditions and observe all other agreements contained in this Agreement and (iii) except as otherwise provided herein, will not terminate the Term of Agreement hereunder for any cause, including, without limiting the generality of the foregoinglimitation, failure of the Company to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, an eviction or constructive eviction, destruction failure of or damage to the Projectconsideration, the taking by eminent domain failure of title to or temporary use of any part or all of the ProjectFacility, or commercial frustration of purpose, or any damage to or destruction or condemnation of all or any part of the Facility, or any change in the tax or other laws of the United States of America or of America, the State or any political subdivision of either thereof either, or any failure of the Issuer, the Administrative Agent, the Owner Issuer or the Trustee to observe and perform and observe any covenant, condition or agreement, whether express or implied, or any duty, liability or obligation arising out of or connected in connection with the Indenture or this Loan Agreement. Nothing contained in this Section shall be construed The Company may, after giving to release the Issuer from and the performance Trustee 10 days’ written notice of its intention to do so, at its own expense and in its own name, prosecute or defend any action or proceeding or take any other action involving third persons which the Company deems reasonably necessary in order to secure or protect any of its rights hereunder or the agreements on its part herein contained, rights of the Issuer under the Indenture; and in the such event the Issuer or Issuer, subject to payment by the Trustee should fail Company of the Issuer’s reasonable, documented and out-of-pocket costs and expenses, shall cooperate fully with the Company and take all necessary action to perform assist the Company with any such agreement on its part, action or proceeding if the Company may institute such action against the Issuer or the Trustee as the Company may deem necessary to compel performance shall so long as such action does not abrogate the obligations of the Company or ITT Holdings LLC contained in the first sentence of this Sectionrequest.

Obligations of Company Unconditional. The obligations of the Company and ITT Holdings LLC to make the payments required in Section 4.02 and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee of any obligation to the Company or ITT Holdings LLCCompany, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee, and, until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Company and ITT Holdings LLC (i) will not suspend or discontinue any payments provided for in Section 4.02 hereof, (ii) will perform and observe all other agreements contained in this Agreement and (iii) except as otherwise provided herein, will not terminate the Term of Agreement for any cause, including, without limiting the generality of the foregoing, failure of the Company to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Project, the taking by eminent domain of title to or temporary use of any or all of the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Issuer, the Administrative Agent, the Owner Issuer or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained, and in the event the Issuer or the Trustee should fail to perform any such agreement on its part, the Company may institute such action against the Issuer or the Trustee as the Company may deem necessary to compel performance so long as such action does not abrogate the obligations of the Company or ITT Holdings LLC contained in the first sentence of this Section.

Obligations of Company Unconditional. The obligations of the Company and ITT Holdings LLC to make the payments required in under Section 4.02 5.3 hereof and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoffdiminution by set-off, counterclaim or recoupment arising out of any breach by the Issuercounterclaim, the Administrative Agent, the Owner or the Trustee of any obligation to the Company or ITT Holdings LLC, whether hereunder abatement or otherwise, or out of any indebtedness or liability at any time owing to and during the Term the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner or the Trustee, and, until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Company and ITT Holdings LLC (ia) will not suspend or discontinue discontinue, or permit the suspension or discontinuance of, any payments provided for in Section 4.02 5.3 hereof, (iib) will perform and observe all of its other agreements contained in this Agreement and the Bond Documents to which it is a party and, (iiic) except as otherwise provided hereinexpressly permitted by the terms of the Bond Documents, will not terminate the Term of this Agreement for any cause, cause including, without limiting the generality of the foregoing, failure of the Company to acquire or complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive evictionsale, loss, diminution, destruction or condemnation of or damage to the Project, the taking by eminent domain of title to or temporary use of any or all of the Project, commercial frustration of purpose, any change in the tax or other laws or administrative rulings of or administrative actions by the United States of America or of the State or any political subdivision of either thereof either, or any failure of the Issuer, the Administrative Agent, the Owner or the Trustee Issuer to perform and observe any agreement, whether express expressed or implied, or any duty, liability or obligation arising out of or connected with this Agreement. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained, and in the event the Issuer or the Trustee should shall fail to perform any such agreement on its part, the Company may institute such action against the Issuer or the Trustee as the Company may deem necessary to compel performance so long as performance, provided that no such action does not abrogate shall (i) violate the obligations agreements on the part of the Company or ITT Holdings LLC contained in the first sentence of this SectionSection or (ii) diminish the amounts required to be paid by the Company pursuant to Section 5.3 hereof; provided, however, the Issuer shall have no liability to pay any pecuniary amounts other than from the Security. The Company may, however, at its own cost and expense and in its own name or in the name of the Issuer, prosecute or defend any action or proceeding or take any other action involving third Persons that the Company deems reasonably necessary in order to secure or protect its right of possession, occupancy and use hereunder, and in such event the Issuer hereby agrees to cooperate fully with the Company and to take all lawful action which is required to effect the substitution of the Company for the Issuer in any such action or proceeding if the Company shall so request.

Obligations of Company Unconditional. The obligations of the Company and ITT Holdings LLC to make the payments required in Section 4.02 and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the IssuerAuthority, the Administrative Agent, the Owner or the Trustee of any obligation to the Company or ITT Holdings LLC, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the IssuerAuthority, the Administrative Agent, the Owner or the Trustee, and, until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Company and ITT Holdings LLC (i) will not suspend or discontinue any payments provided for in Section 4.02 hereof, (ii) will perform and observe all other agreements contained in this Agreement and (iii) except as otherwise provided herein, will not terminate the Term of Agreement for any cause, including, without limiting the generality of the foregoing, failure of the Company to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Project, the taking by eminent domain of title to or temporary use of any or all of the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the IssuerAuthority, the Administrative Agent, the Owner or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement. Nothing contained in this Section shall be construed to release the Issuer Authority from the performance of any of the agreements on its part herein contained, and in the event the Issuer Authority or the Trustee should fail to perform any such agreement on its part, the Company may institute such action against the Issuer Authority or the Trustee as the Company may deem necessary to compel performance so long as such action does not abrogate the obligations of the Company or ITT Holdings LLC contained in the first sentence of this Section.

Obligations of Company Unconditional. The obligations of the Company and ITT Holdings LLC to make the payments required in Section 4.02 4.2 and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee of any obligation to the Company or ITT Holdings LLCCompany, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee, and, until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Company and ITT Holdings LLC (i) will not suspend or discontinue any payments provided for in Section 4.02 4.2 hereof, (ii) will perform and observe all other agreements contained in this Agreement and (iii) except as otherwise provided herein, will not terminate the Term of Agreement for any cause, including, without limiting the generality of the foregoing, failure of the Company to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Project, the taking by eminent domain of title to or temporary use of any or all of the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Issuer, the Administrative Agent, the Owner Issuer or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained, and in the event the Issuer or the Trustee should fail to perform any such agreement on its part, the Company may institute such action against the Issuer or the Trustee as the Company may deem necessary to compel performance so long as such action does not abrogate the obligations of the Company or ITT Holdings LLC contained in the first sentence of this Section.such

Obligations of Company Unconditional. The obligations Subject to the provisions of Section 9.6, the obligation of the Company and ITT Holdings LLC to make the payments required in pursuant to Section 4.02 4.1 and to perform and observe all other covenants, conditions and agreements hereunder shall be a general obligation of the other agreements contained herein Company and shall be absolute and unconditional and shall not be subject to unconditional, irrespective of any defense or any right rights of setoff, recoupment or counterclaim or recoupment arising out of any breach by it might otherwise have against the Issuer, the Administrative Agent, the Owner or the Trustee of any obligation to the Company or ITT Holdings LLC, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner Authority or the Trustee, and, until such time . Subject to prepayment of the Notes in full and termination of this Loan Agreement as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indentureprovided herein, the Company and ITT Holdings LLC (i) will shall not suspend or discontinue any payments provided for in Section 4.02 hereofsuch payment hereunder or fail to observe and perform any of its other covenants, (ii) will perform conditions and observe all other agreements contained in this Agreement and (iii) except as otherwise provided herein, will not terminate the Term of Agreement hereunder for any cause, includingincluding without limitation, without limiting the generality of the foregoing, failure of the Company to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, an eviction or constructive eviction, destruction failure of or damage to the Projectconsideration, the taking by eminent domain failure of title to or temporary use of any part or all of the Project, or commercial frustration of purpose, or any damage to or destruction or condemnation of all or any part of the Project, or any change in the tax or other laws of the United States Commonwealth of America or of the State Virginia or any political subdivision of either thereof either, or any failure of the IssuerTrustee, as assignee of the Administrative AgentAuthority, the Owner to observe and perform any covenant, condition or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected in connection with the Indenture or this Loan Agreement. Nothing contained in Notwithstanding the foregoing or any other provision of this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained, and in the event the Issuer or the Trustee should fail to perform any such agreement on its partLoan Agreement, the Company does not waive, and shall not be prevented from otherwise enforcing, any rights it may institute such action have against the Issuer Authority or the Trustee as Trustee; provided, however, that the Company may deem not recover damages from the Authority. The Company may, after giving to the Authority and the Trustee ten days’ notice of its intention to do so, at its own expense and in its own name or, with the consent of the Authority, which consent shall not be unreasonably withheld, in the name of the Authority, prosecute or defend any action or proceeding or take any other action involving third persons that the Company deems reasonably necessary in order to compel performance so long as secure or protect any of its rights hereunder or the rights of the Authority under the Indenture; and in such event the Authority shall cooperate fully with the Company and take all necessary action does not abrogate to effect the obligations substitution of the Company for the Authority in any such action or ITT Holdings LLC contained in proceeding if the first sentence of this SectionCompany shall so request.

Obligations of Company Unconditional. The obligations of the Company and ITT Holdings LLC to make the payments required in Section 4.02 and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner Authority or the Trustee of any obligation to the Company or ITT Holdings LLCCompany, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner Authority or the Trustee, and, until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Company and ITT Holdings LLC (i) will not suspend or discontinue any payments provided for in Section 4.02 hereof, (ii) will perform and observe all other agreements contained in this Agreement and (iii) except as otherwise provided herein, will not terminate the Term of Agreement for any cause, including, without limiting the generality of the foregoing, failure of the Company to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Project, the taking by eminent domain of title to or temporary use of any or all of the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Issuer, the Administrative Agent, the Owner Authority or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement. Nothing contained in this Section shall be construed to release the Issuer Authority from the performance of any of the agreements on its part herein contained, and in the event the Issuer Authority or the Trustee should fail to perform any such agreement on its part, the Company may institute such action against the Issuer Authority or the Trustee as the Company may deem necessary to compel performance so long as such action does not abrogate the obligations of the Company or ITT Holdings LLC contained in the first sentence of this Section.

Obligations of Company Unconditional. The obligations obligation of the Company and ITT Holdings LLC to pay the Rentals (subject to its right to contest certain Rental under Section 3.3(c)(ii) hereof), to make the all other payments required in Section 4.02 provided for herein and to perform and observe the other agreements and covenants on its part herein contained herein shall be absolute and unconditional and shall not be subject to unconditional, irrespective of any defense or any right rights of setoff, recoupment or counterclaim it might otherwise have against the Issuer or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner or the Trustee of any obligation to the other Person. The Company or ITT Holdings LLC, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner or the Trustee, and, until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Company and ITT Holdings LLC (i) will not suspend or discontinue any payments provided for in Section 4.02 hereof, (ii) will such payment or fail to perform and observe all any of its other agreements and covenants contained in this Agreement and (iii) except as otherwise provided herein, will not herein or terminate the Term of Lease Agreement for any causecause whatsoever, including, without limiting the generality of the foregoing, any failure of the Company to complete the acquisition, construction, improving and equipping of the 2002 Project, the occurrence of any acts or circumstances that may constitute failure of consideration, an eviction or constructive eviction, failure of consideration or commercial frustration of purpose, any damage to or destruction of or damage to the Project, the invalidity of any provision of the Lease Agreement, the taking by eminent domain of title to or the right to temporary use of all or any or all of the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of America, the State or any political subdivision of either thereof thereof, or any failure of the Issuer, the Administrative Agent, the Owner or the Trustee Issuer to perform and observe any agreementagreement or covenant, whether express or implied, or any duty, liability or obligation arising out of or connected with this the Lease Agreement. Notwithstanding the foregoing, the Company may, at its own cost and expense and in its own name or in the name of the Issuer, prosecute or defend any action or proceeding, or take any other action involving third persons which the Company deems reasonably necessary, in order to secure or protect its rights of use and occupancy and its other rights under the Lease Agreement. Nothing contained in this Section herein shall be construed to release the Issuer from the performance be a waiver of any of the agreements on its part herein contained, and in the event the Issuer or the Trustee should fail to perform any such agreement on its part, rights which the Company may institute such action have against the Issuer under the Lease Agreement or the Trustee as the Company may deem necessary to compel performance so long as such action does not abrogate the obligations under any provision of the Company or ITT Holdings LLC contained in the first sentence of this Sectionlaw.

Obligations of Company Unconditional. The obligations of the Company and ITT Holdings LLC to make the payments required in Section 4.02 4.2 hereof and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee of any obligation to the Company or ITT Holdings LLCCompany, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner Trustee or the TrusteePurchaser, and, until such time as the principal of, premium, if any, and interest on the Series G Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Company and ITT Holdings LLC (i) will not suspend or discontinue any payments provided for in Section 4.02 4.2 hereof, (ii) will perform and observe all other agreements contained in this Agreement and (iii) except as otherwise provided hereinin Article X hereof, will not terminate the Term of Agreement for any cause, including, without limiting the generality of the foregoing, failure of the Company to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the ProjectProject Facility, the taking by eminent domain of title to or temporary use of any or all of the ProjectProject Facility, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Issuer, the Administrative Agent, the Owner Issuer or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained, and in the event the Issuer or the Trustee should fail to perform any such agreement on its part, the Company may institute such action against the Issuer or the Trustee as the Company may deem necessary to compel performance so long as such action does not abrogate the obligations of the Company or ITT Holdings LLC contained in the first sentence of this Section.. [END OF ARTICLE IV]

Obligations of Company Unconditional. The obligations of the Company and ITT Holdings LLC to make the payments required in Section 4.02 and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee of any obligation to the Company or ITT Holdings LLCCompany, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee, and, until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Company and ITT Holdings LLC (i) will not suspend or discontinue any payments provided for in Section 4.02 hereof, (ii) will perform and observe all other agreements contained in this Agreement and (iii) except as otherwise provided herein, will not terminate the Term of Agreement for any cause, including, without limiting the generality of the foregoing, failure of the Company to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Prior Project, the taking by eminent domain of title to or temporary use of any or all of the Prior Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Issuer, the Administrative Agent, the Owner Issuer or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained, and in the event the Issuer or the Trustee should fail to perform any such agreement on its part, the Company may institute such action against the Issuer or the Trustee as the Company may deem necessary to compel performance so long as such action does not abrogate the obligations of the Company or ITT Holdings LLC contained in the first sentence of this Section.

Obligations of Company Unconditional. The obligations of the Company and ITT Holdings LLC to make the payments required in Section 4.02 4.2 hereof and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee of any obligation to the Company or ITT Holdings LLCCompany, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner Trustee or the TrusteePurchaser, and, until such time as the principal of, premium, if any, and interest on the Series G Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Company and ITT Holdings LLC (i) will not suspend or discontinue any payments provided for in Section 4.02 4.2 hereof, (ii) will perform and observe all other agreements contained in this Agreement and (iii) except as otherwise provided hereinin Article X hereof, will not terminate the Term of Agreement for any cause, including, without limiting the generality of the foregoing, failure of the Company to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the ProjectProject Facility, the taking by eminent domain of title to or temporary use of any or all of the ProjectProject Facility, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Issuer, the Administrative Agent, the Owner Issuer or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained, and in the event the Issuer or the Trustee should fail to perform any such agreement on its part, the Company may institute such action against the Issuer or the Trustee as the Company may deem necessary to compel performance so long as such action does not abrogate the obligations of the Company or ITT Holdings LLC contained in the first sentence of this Section.. [END OF ARTICLE IV]

Obligations of Company Unconditional. The obligations of the Company and ITT Holdings LLC to make the payments required in Section 4.02 6.1 hereof and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner Issuer or the Trustee of any obligation to the Company or ITT Holdings LLCCompany, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner Trustee or the TrusteePurchaser, and, until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Company and ITT Holdings LLC (i1) will not suspend or discontinue any payments provided for in Section 4.02 6.1 hereof, and, (ii2) will perform and observe all other agreements contained in this Agreement and (iii) except as otherwise provided herein, will not terminate the Term of Agreement for any cause, including, without limiting the generality of the foregoing, failure of the Company to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Project, the taking by eminent domain of title to or temporary use of any or all of the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Issuer, the Administrative Agent, the Owner Issuer or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained, and in the event the Issuer or the Trustee should fail to perform any such agreement on its part, the Company company may institute such action against the Issuer or the Trustee as the Company may deem necessary to compel performance so long as such action does not abrogate the obligations of the Company or ITT Holdings LLC contained in the first sentence of this Section.