Common use of Obligations of the Company Hereunder Unconditional Clause in Contracts

Obligations of the Company Hereunder Unconditional. The obligations of the Company to make the payments required in Section 2.6 hereof and to perfonn and observe any and an· of the other covenants and agreements on its part contained herein shall be a general obligation of the. Company and shall be absolute and unconditional irrespective of any defense or any rights of setoff, recoupment or counterclaim it may otherwise have against the Agency. The Company agrees it will not (i) suspend, discontinue or xxxxx any payment required by Section 2.6 hereof, (ii) fail to observe any of its other covenants or agreements in this Leaseback Agreement or (iii) except as provided in Section 8.1 hereof, terminate this Leaseback Agreement for any cause whatsoever including, without limiting the generality of the foregoing, failure to complete the Project, or any defect in the design, operation, merchantability, fitness or condition of the Project or in the suitability of the Project for the Company's purposes and needs, or failure of consideration, destruction of or damage to the Project, commercial frustration of purpose, or the taking by condemnation of the use of all or any paii of the Project, any change in the tax or other laws of the United States of America or administrative rulings of or administrative actions by the State or any political subdivision of either, or any failure of the Agency to perform and observe any agreement, whether expressed or implied, or any duty, liability or obligation ai·ising out of or in connection with this Leaseback Agreement, or otherwise. Subject to the foregoing provisions, nothing contained in this Section 2.7 shall be construed to release the Agency from the performai1ce of any of the agreements on its part contained in this Leaseback Agreement or to affect the right of the Company to seek reimbursement, and in the event the Agency should fail to perform any such agreement, the Company may institute such separate action against the Agency as the Company may deem necessary to compel performance or recover damages for nonperformance, and the Agency covenants that it will not, subject to the provisions of Section 5.2 hereof, take any action that will adversely affect the Project or that will otherwise adversely affect the rights of estates of the Company hereunder, except upon written coi1sent of the Company. None of the foregoing shall relieve the Company of its obligations under Section 5.2 hereof. ARTICLE III

Obligations of the Company Hereunder Unconditional. The obligations of the Company to make the payments required in Section 2.6 hereof and to perfonn perform and observe any and an· all of the other covenants and agreements on its part contained herein shall be a general obligation of the. the Company and shall be absolute and unconditional irrespective of any defense or any rights of setoff, recoupment or counterclaim it may otherwise have against the Agency. The Company agrees it will not (i) suspend, discontinue or xxxxx any payment required by Section 2.6 hereof, (ii) fail to observe any of its other covenants or agreements in this Leaseback Agreement or (iii) except as provided in Section 8.1 hereof, terminate this Leaseback Agreement for any cause whatsoever including, without limiting the generality of the foregoing, failure to complete the ProjectFacility, or any defect in the design, operation, merchantability, fitness or condition of the Project Facility or in the suitability of the Project Facility for the Company's purposes and needs, or failure of consideration, destruction of or damage to the ProjectFacility, commercial frustration of purpose, or the taking by condemnation of the use of all or any paii part of the ProjectFacility, any change in the tax or other laws of the United States of America or administrative rulings of or administrative actions by the State or any political subdivision of either, or any failure of the Agency to perform and observe any agreement, whether expressed or implied, or any duty, liability or obligation ai·ising arising out of or in connection with this Leaseback Agreement, or otherwise. Subject to the foregoing provisions, nothing contained in this Section 2.7 shall be construed to release the Agency from the performai1ce performance of any of the agreements on its part contained in this Leaseback Agreement or to affect the right of the Company to seek reimbursement, and in the event the Agency should fail to perform any such agreement, the Company may institute such separate action against the Agency as the Company may deem necessary to compel performance or recover damages for nonperformance, and the Agency covenants that it will not, subject to the provisions of Section 5.2 hereof, take any 60310-016v8 action that will adversely affect the Project Facility or that will otherwise adversely affect the rights of estates of the Company hereunder, except upon written coi1sent consent of the Company. None of the foregoing shall relieve the Company of its obligations under Section 5.2 hereof. ARTICLE III60310-016v8

Obligations of the Company Hereunder Unconditional. The obligations of the Company to make the payments required in Section 2.6 4.2 and other sections hereof and to perfonn perform and observe any and an· of the other covenants and agreements on its part contained herein shall be a general obligation of the. Company and shall be absolute and unconditional irrespective of and shall not be subject to any defense or any rights right of setoff, counterclaim or recoupment arising out of any breach by the Issuer or counterclaim it may otherwise the Trustee of any obligation to the Company, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Company by the Issuer or the Trustee, and, until such time as the principal of, premium, if any, and interest on the Notes shall have against been fully paid or provision for the Agency. The payment thereof shall have been made in accordance with the Indenture, the Company agrees it will not (i) suspend, will not suspend or discontinue or xxxxx any payment required by payments provided for in Section 2.6 4.2 hereof, (ii) fail to will perform and observe any of its all other covenants or agreements contained in this Leaseback Agreement or and (iii) except as provided in Section 8.1 Article IX hereof, will not terminate this Leaseback the Term of Agreement for any cause whatsoever cause, including, without limiting the generality of the foregoing, failure of the Company to complete the acquisition, construction, and installation of the Project, the occurrence of any acts or any defect in the design, operation, merchantability, fitness or condition of the Project or in the suitability of the Project for the Company's purposes and needs, 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, or the taking by condemnation of the use of all or any paii of the Project, any change in the tax or other laws of the United States of America or administrative rulings of or administrative actions by the State or any political subdivision of either, either thereof or any failure of the Agency Issuer or the Trustee to perform and observe any agreement, whether expressed express or implied, or any duty, liability or obligation ai·ising arising out of or in connection connected with this Leaseback Agreement, or otherwise. Subject to the foregoing provisions, nothing Nothing contained in this Section 2.7 shall be construed to release the Agency Issuer from the performai1ce performance of any of the agreements on its part contained in this Leaseback Agreement or to affect the right of the Company to seek reimbursementherein contained, and in the event the Agency Issuer or the Trustee should fail to perform any such agreementagreement on its part, the Company may institute such separate action against the Agency Issuer or the Trustee as the Company may deem necessary to compel performance or recover damages for nonperformance, and so long as such action does not abrogate the Agency covenants that it will not, subject to the provisions of Section 5.2 hereof, take any action that will adversely affect the Project or that will otherwise adversely affect the rights of estates obligations of the Company contained in the first sentence of this Section. The Company may, however, at its own cost and expense and in its 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 the Company's right of possession, occupancy and use hereunder, except upon written coi1sent 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. None of Company for the foregoing shall relieve Issuer in any such action or proceeding if the Company of its obligations under Section 5.2 hereof. ARTICLE IIIshall so request.

Obligations of the Company Hereunder Unconditional. The obligations of the Company to make the payments required in Section 2.6 hereof and to perfonn perform and observe any and an· all of the other covenants and agreements on its part contained herein shall be a general obligation of the. the Company and shall be absolute and unconditional irrespective of any defense or any rights of setoff, recoupment or counterclaim it may otherwise have against the Agency. The Company agrees it will not (i) suspend, discontinue or xxxxx any payment required by Section 2.6 hereof, (ii) fail to observe any of its other covenants or agreements in this Leaseback Agreement or (iii) except as provided in Section 8.1 hereof, terminate this Leaseback Agreement for any cause whatsoever including, without limiting the generality of the foregoing, failure to complete the Project, or any defect in the design, operation, merchantability, fitness or condition of the Project or in the suitability of the Project for the Company's purposes and needs, or failure of consideration, destruction of or damage to the Project, commercial frustration of purpose, or the taking by condemnation of the use of all or any paii part of the Project, any change in the tax or other laws of the United States of America or administrative rulings of or administrative actions by the State or any political subdivision of either, or any failure of the Agency to perform and observe any agreement, whether expressed or implied, or any duty, liability or obligation ai·ising arising out of or in connection with this Leaseback Agreement, or otherwise. Subject to the foregoing provisions, nothing contained in this Section 2.7 shall be construed to release the Agency from the performai1ce performance of any of the agreements on its part contained in this Leaseback Agreement or to affect the right of the Company to seek reimbursement, and in the event the Agency should fail to perform any such agreement, the Company may institute such separate action against the Agency as the Company may deem necessary to compel ·performance or recover damages for nonperformance, and the Agency covenants that it will not, subject to the provisions of Section 5.2 hereof, take any action that will adversely affect the Project or that will otherwise adversely affect the rights of estates of the Company hereunder, except upon written coi1sent consent of the Company. None of the foregoing shall relieve the Company of its obligations under Section 5.2 hereof. ARTICLE III.

Obligations of the Company Hereunder Unconditional. The obligations of the Company to make the payments required in Section 2.6 hereof and to perfonn perform and observe any and an· all of the other covenants and agreements on its part contained herein shall be a general obligation of the. the Company and shall be absolute and unconditional irrespective of any defense or any rights of setoff, recoupment or counterclaim it may otherwise have against the Agency. The Company agrees it will not (i) suspend, discontinue or xxxxx any payment required by Section 2.6 hereof, (ii) fail to observe any of its other covenants or agreements in this Leaseback Agreement or (iii) except as provided in Section 8.1 hereof, terminate this Leaseback Agreement for any cause whatsoever including, without limiting the generality of the foregoing, failure to complete the Project, or any defect in the design, operation, merchantability, fitness or condition of the Project or in the suitability of the Project for the Company's purposes and needs, or failure of consideration, destruction of or damage to the Project, commercial frustration of purpose, or the taking by condemnation of the use of all or any paii of the Project, any change in the tax or other laws of the United States of America or administrative rulings of or administrative actions by the State or any political subdivision of either, or any failure of the Agency to perform and observe any agreement, whether expressed or implied, or any duty, liability or obligation ai·ising arising out of or in connection with this Leaseback Agreement, or otherwise. Subject to the foregoing provisions, nothing contained in this Section 2.7 shall be construed to release the Agency from the performai1ce performance of any of the agreements on its part contained in this Leaseback Agreement or to affect the right of the Company to seek reimbursement, and in the event the Agency should fail to perform any such agreement, the Company may institute such separate action against the Agency as the Company may deem necessary to compel performance or recover damages for nonperformance, and the Agency covenants that it will not, subject to the provisions of Section 5.2 hereof, take any action that will adversely affect the Project or that will otherwise adversely affect the rights of estates of the ofthe Company hereunder, except upon written coi1sent consent of the Company. None of the foregoing shall relieve the Company of its obligations under Section 5.2 hereof. ARTICLE III.