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 perform and observe any and all 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 Facility, or any defect in the design, operation, merchantability, fitness or condition of the Facility or in the suitability of the Facility for the Company's purposes and needs, or failure of consideration, destruction of or damage to the Facility, commercial frustration of purpose, or the taking by condemnation of the use of all or any part of the Facility, 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 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 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 Facility or that will otherwise adversely affect the rights of estates of the Company hereunder, except upon written consent of the Company. None of the foregoing shall relieve the Company of its obligations under Section 5.2 hereof. 60310-016v8

Obligations of the Company Hereunder Unconditional. The obligations of the Company to make the payments required in Section 2.6 hereof and to perform and observe any and all 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 FacilityProject, or any defect in the design, operation, merchantability, fitness or condition of the Facility Project or in the suitability of the Facility Project for the Company's purposes and needs, or failure of consideration, destruction of or damage to the FacilityProject, commercial frustration of purpose, or the taking by condemnation of the use of all or any part paii of the FacilityProject, 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 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 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 Facility Project or that will otherwise adversely affect the rights of estates of the ofthe Company hereunder, except upon written consent of the Company. None of the foregoing shall relieve the Company of its obligations under Section 5.2 hereof. 60310-016v8.

Obligations of the Company Hereunder Unconditional. The obligations of the Company to make the payments required in Section 2.6 hereof and to perform perfonn and observe any and all an· 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 FacilityProject, or any defect in the design, operation, merchantability, fitness or condition of the Facility Project or in the suitability of the Facility Project for the Company's purposes and needs, or failure of consideration, destruction of or damage to the FacilityProject, commercial frustration of purpose, or the taking by condemnation of the use of all or any part paii of the FacilityProject, 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 arising 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 performance 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 60310-016v8 action that will adversely affect the Facility Project or that will otherwise adversely affect the rights of estates of the Company hereunder, except upon written consent coi1sent of the Company. None of the foregoing shall relieve the Company of its obligations under Section 5.2 hereof. 60310-016v8.

Obligations of the Company Hereunder Unconditional. (a) The obligations obligation of the Company to make the payments required in Section 2.6 hereof by this Agreement and to perform and observe any and all 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 setoffset-off, recoupment recoupment, counterclaim or counterclaim it abatement that the Company 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, this Agreement or (ii) fail to observe any of its other covenants or agreements in this Leaseback Agreement or (iii) except as provided in Section 8.1 11.1 or Section 7.1 hereof, terminate this Leaseback Agreement for any cause whatsoever including, without limiting the generality of the foregoing, failure of the Company to complete occupy or to use the FacilityProject Facility as contemplated in this Agreement or otherwise, or any defect in the title, design, operation, merchantability, fitness or condition of the Project Facility or in the suitability of the Project Facility for the Company's purposes and or needs, or failure of consideration, destruction of or damage to the Project Facility, commercial frustration of purpose, or the taking by condemnation Condemnation of title to or the use of all or any part of the Project Facility, any change in the tax or other laws of the United States of America America, or administrative rulings of or administrative actions by the State 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 arising out of or in connection with this Leaseback Agreement, or otherwise. Subject to the foregoing provisions, nothing . (b) Nothing contained in this Section 2.7 5.4 shall be construed to release the Agency from the performance of any of the agreements on its part contained in this Leaseback Agreement or to affect the right of the Company to seek reimbursementAgreement, 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 12.11 hereof) or recover damages for non-performance; provided, take however, that the Company shall look solely to the Agency's estate and interest in the Project Facility for the satisfaction of any 60310-016v8 action that will adversely affect right or remedy of the Facility Company for the collection of a judgment (or that will otherwise adversely affect other judicial process) requiring the rights payment of estates money by the Agency in the event of any liability on the part of the Agency, and no other property or assets of the Agency shall be subject to levy, execution, attachment or other enforcement procedure for the satisfaction of the Company's remedies under or with respect to this Agreement, the relationship of the Agency and the Company hereunder, except upon written consent or the Company's use and occupancy of the Company. None Project Facility, or any other liability of the foregoing shall relieve Agency to the Company of its obligations under Section 5.2 hereof. 60310-016v8Company.

Obligations of the Company Hereunder Unconditional. The obligations of the Company to make the payments required in Section 2.6 hereof and to perform and observe any and all 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 FacilityProject, or any defect in the design, operation, merchantability, fitness or condition of the Facility Project or in the suitability of the Facility Project for the Company's purposes and needs, or failure of consideration, destruction of or damage to the FacilityProject, commercial frustration of purpose, or the taking by condemnation of the use of all or any part of the FacilityProject, 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 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 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 Facility Project or that will otherwise adversely affect the rights of estates of the Company hereunder, except upon written consent of the Company. None of the foregoing shall relieve the Company of its obligations under Section 5.2 hereof. 60310-016v8.

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 perform and observe any and all 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 Facilityacquisition, or any defect in the designconstruction, operation, merchantability, fitness or condition and installation of the Facility Project, the occurrence of any acts or in the suitability of the Facility 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 FacilityProject, 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 part of the Facility, 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 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 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 60310-016v8 action that will adversely affect the Facility 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 consent 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. 60310-016v8shall so request.