Common use of Payments Assigned; Obligation Absolute Clause in Contracts

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments are, by the Indenture, to be pledged by the Authority to the Trustee, and that all rights and interest of the Authority hereunder (except for the Authority's rights under Sections 5.03, 5.04, 6.03 and 8.05 hereof and any rights of the Authority to receive notices, certificates, requests, requisitions and other communications hereunder) are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, the Indenture or otherwise, or out of any obligation or liability at any time owing to the Company by the Authority, the Trustee or any other party, and, further, that the Loan Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specified, whether or not the Facilities, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities shall be used or useful, whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments arepayments under Section 4.2(a)(i), (ii) and (iii) to be made by the Indenture, to be Company are pledged by the Authority Issuer to the TrusteeTrustee pursuant to the Indenture, and that all rights and interest of the Authority Issuer hereunder (except for the AuthorityIssuer's rights under Sections 5.034.4, 5.044.5, 6.03 4.6 and 8.05 8.5 hereof and any rights of the Authority Issuer to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments payments under Section 4.2(a)(i), (ii) and (iii) shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach under this Refunding Agreement, the Indenture or otherwise by the Authority Issuer or the Trustee or any other party under this Agreement, the Indenture or otherwiseparty, or out of any obligation or liability at any time owing to the Company by the AuthorityIssuer, the Trustee or any other party, and, further, that the Loan Payments payments under Section 4.2(a)(i), (ii) and (iii) and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specifiedspecified herein, whether or not the Facilities, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities shall be used or useful, and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments are, by the Indenture, to be pledged by the Authority to the Trustee, and that all rights and interest of the Authority hereunder (except for the Authority's ’s rights under Sections Section 5.03, Section 5.04, Section 6.03 and Section 8.05 hereof and any rights of the Authority to receive notices, certificates, requests, requisitions and other communications hereunder) are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, the Indenture or otherwise, or out of any obligation or liability at any time owing to the Company by the Authority, the Trustee or any other party, and, further, that the Loan Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specified, whether or not the Facilities, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities shall be used or useful, whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections Section 6.01 and Section 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all the Loan Payments and all payments to be made by the Company on any First Mortgage Bonds and any Additional Collateral that corresponds to the principal of or premium, if any, or interest on the Bonds are, by the Indenture, to be pledged and assigned by the Authority Issuer to the TrusteeTrustee pursuant to the Indenture, and that all rights right, title and interest of the Authority Issuer hereunder (except for amounts payable to, and the Authority's rights of, the Issuer under Sections Section 4.04, Section 4.06(a), Section 5.03, 5.04Section 5.06, 6.03 Section 5.07, Section 5.08 and 8.05 Section 7.05 hereof and any the Issuer’s rights of the Authority to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) are to be pledged and assigned to the TrusteeTrustee pursuant to the Indenture. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments and payments to the Trustee under Section 4.02 hereof and to make the payments on any First Mortgage Bonds and any Additional Collateral that corresponds to the principal of or premium, if any, or interest on the Bonds shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment payment, or to any right of set-offsetoff, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, Agreement or the Indenture or otherwise, or out of any obligation or liability at any time owing to the Company otherwise by the AuthorityCompany, the Trustee Trustee, the Remarketing Agent, the Provider or any other party, and, further, that the Loan Payments and the other payments due hereunder and on any First Mortgage Bonds and any Additional Collateral that corresponds to the principal of or premium, if any, or interest on the Bonds shall continue to be payable at the times and in the amounts herein and therein specified, specified whether or not the FacilitiesProject, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities Project shall be used or useful, useful and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, Project or for any other reason, all . The Project shall not constitute any part of the foregoing being subject, however, to Trust Estate or any part of the provisions of Sections 6.01 and 7.01 hereofsecurity for the Bonds.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments to be made by the Company are, by the Indenture, to be pledged by the Authority Issuer to the Trustee, and that all rights and interest of the Authority Issuer hereunder (except for the Authority's Issuer’s rights under Sections 5.035.4, 5.045.6, 6.03 5.7, 5.8 and 8.05 8.5 hereof and any rights of the Authority Issuer to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) ), and under the First Mortgage Bonds (including the right to receive the First Mortgage Bonds under this Agreement), are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, the Indenture or otherwiseotherwise by the Issuer or the Trustee or any other party, or out of any obligation or liability at any time owing to the Company by the AuthorityIssuer, the Trustee or any other party, and, further, that the Loan Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specifiedspecified herein, whether or not the FacilitiesFacilities or the Plant, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities or the Plant shall be used or useful, and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the FacilitiesFacilities or the Plant, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments arepayments under Section 4.2(a)(i), (ii), (iii) and (iv) to be made by the Indenture, to be Company are pledged by the Authority Issuer to the TrusteeTrustee pursuant to the Indenture, and that all rights and interest of the Authority Issuer hereunder (except for the AuthorityIssuer's rights under Sections 5.034.4, 5.044.5, 6.03 4.6 and 8.05 8.5 hereof and any rights of the Authority Issuer to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments payments under Section 4.2(a)(i), (ii), (iii) and (iv) shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach under this Refunding Agreement, the Indenture or otherwise by the Authority Issuer or the Trustee or any other party under this Agreement, the Indenture or otherwiseparty, or out of any obligation or liability at any time owing to the Company by the AuthorityIssuer, the Trustee or any other party, and, further, that the Loan Payments payments under Section 4.2(a)(i), (ii), (iii) and (iv) and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specifiedspecified herein, whether or not the Facilities, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities shall be used or useful, and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all the Loan Payments are, are pledged and assigned by the Indenture, to be pledged by the Authority Issuer to the TrusteeTrustee pursuant to the Indenture, and that all rights right, title and interest of the Authority Issuer hereunder (except for amounts payable to, and the Authorityrights of, the Issuer under Section 4.04, Section 4.06(a), Section 5.03, Section 5.06, Section 5.07, Section 5.08 and Section 7.05 hereof and the Issuer's rights under Sections 5.03, 5.04, 6.03 and 8.05 hereof and any rights of the Authority to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) are to be pledged and assigned to the TrusteeTrustee pursuant to the Indenture. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments and payments to the Trustee under Section 4.02 hereof shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment payment, or to any right of set-offsetoff, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, Agreement or the Indenture or otherwise, or out of any obligation or liability at any time owing to the Company otherwise by the AuthorityCompany, the Trustee Trustee, the Remarketing Agent, the Provider, the Auction Agent, the Broker-Dealer or any other party, and, further, that the Loan Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specified, specified whether or not the FacilitiesProject, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities Project shall be used or useful, useful and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, Project or for any other reason, all . The Project shall not constitute any part of the foregoing being subject, however, to Trust Estate or any part of the provisions of Sections 6.01 and 7.01 hereofsecurity for the Bonds.

Payments Assigned; Obligation Absolute. It is understood and agreed that all the Loan Payments and all payments to be made by the Company on the First Mortgage Bonds are, by the Indenture, to be pledged and assigned by the Authority Issuer to the TrusteeTrustee pursuant to the Indenture, and that all rights right, title and interest of the Authority Issuer hereunder (except for amounts payable to, and the Authorityrights of, the Issuer under Section 4.04, Section 4.06(a), Section 5.03, Section 5.06, Section 5.07, Section 5.08 and Section 7.05 hereof and the Issuer's rights under Sections 5.03, 5.04, 6.03 and 8.05 hereof and any rights of the Authority to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) ), including the right to delivery of the First Mortgage Bonds, are to be pledged and assigned to the TrusteeTrustee pursuant to the Indenture. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments and payments to the Trustee under Section 4.02 hereof and to make the payments on the First Mortgage Bonds shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment payment, or to any right of set-offsetoff, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, Agreement or the Indenture or otherwise, or out of any obligation or liability at any time owing to the Company otherwise by the AuthorityCompany, the Trustee Trustee, the Remarketing Agent, the Provider, the Auction Agent, the Broker-Dealer or any other party, and, further, that the Loan Payments and the other payments due hereunder and on the First Mortgage Bonds shall continue to be payable at the times and in the amounts herein and therein specified, specified whether or not the FacilitiesProject, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities Project shall be used or useful, useful and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, Project or for any other reason, all . The Project shall not constitute any part of the foregoing being subject, however, to Trust Estate or any part of the provisions of Sections 6.01 and 7.01 hereofsecurity for the Bonds.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments are, by the Indenture, to be pledged by the Authority Pollution Control Corporation to the Trustee, and that all rights and interest of the Authority Pollution Control Corporation hereunder (except for the AuthorityPollution Control Corporation's rights under Sections 5.03, 5.04, 6.03 and 8.05 hereof and any rights of the Authority Pollution Control Corporation to receive notices, certificates, requests, requisitions and other communications hereunder) are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach by the Authority Pollution Control Corporation or the Trustee or any other party under this Agreement, the Indenture or otherwise, or out of any obligation or liability at any time owing to the Company by the AuthorityPollution Control Corporation, the Trustee or any other party, and, further, that the Loan Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specified, whether or not the Facilities, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities shall be used or useful, whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all the Loan Payments are, are pledged and assigned by the Indenture, to be pledged by the Authority Issuer to the TrusteeTrustee pursuant to the Indenture, and that all rights right, title and interest of the Authority Issuer hereunder (except for amounts payable to, and the Authorityrights of, the Issuer under Section 4.04, Section 4.06(a), Section 5.03, Section 5.06, Section 5.07, Section 5.08 and Section 7.05 hereof and the Issuer's rights under Sections 5.03, 5.04, 6.03 and 8.05 hereof and any rights of the Authority to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) are to be pledged and assigned to the TrusteeTrustee pursuant to the Indenture. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments and payments to the Trustee under Section 4.02 hereof shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment payment, or to any right of set-offsetoff, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, Agreement or the Indenture or otherwise, or out of any obligation or liability at any time owing to the Company otherwise by the AuthorityCompany, the Trustee Trustee, the Remarketing Agent, or any other party, and, further, that the Loan Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specified, specified whether or not the FacilitiesProject, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities Project shall be used or useful, useful and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, Project or for any other reason, all . The Project shall not constitute any part of the foregoing being subject, however, to Trust Estate or any part of the provisions of Sections 6.01 and 7.01 hereofsecurity for the Bonds.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments to be made by the Company are, by the Indenture, to be pledged by the Authority Issuer to the Trustee, and that all rights and interest of the Authority Issuer hereunder (except for the AuthorityIssuer's rights under Sections 5.035.4, 5.045.6, 6.03 5.7, 5.8 and 8.05 8.5 hereof and any rights of the Authority Issuer to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) ), and under the Collateral Trust Mortgage Bonds (including the right to receive the Collateral Trust Mortgage Bonds under this Agreement), are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, the Indenture or otherwiseotherwise by the Issuer or the Trustee or any other party, or out of any obligation or liability at any time owing to the Company by the AuthorityIssuer, the Trustee or any other party, and, further, that the Loan Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specifiedspecified herein, whether or not the FacilitiesFacilities or the Plant, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities or the Plant shall be used or useful, and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the FacilitiesFacilities or the Plant, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments payments to be made by the Company of the loan by the County are, by the Indenture, to be pledged by the Authority County to the Trustee, and that all rights and interest of the Authority County hereunder (except for the AuthorityCounty's rights under Sections 5.035.04, 5.045.05, 5.06, 6.03 and 8.05 hereof and any rights of the Authority County to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments payments of the loan shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment payment, or to any right of set-off, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, the Indenture or otherwiseotherwise by the County or the Trustee or any other party, or out of any obligation or liability at any time owing to the Company by the AuthorityCounty, the Trustee or any other party, and, further, that the Loan Payments payments of the loan from the County to the Company and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specifiedspecified herein, whether or not the FacilitiesFacilities or the Plant, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities or the Plant shall be used or useful, and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the FacilitiesFacilities or the Plant, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments payments to be made by the Company of the purchase price of the Facilities are, by the Indenture, to be pledged by the Authority Issuer to the Trustee, and that all rights and interest of the Authority Issuer hereunder (except for the AuthorityIssuer's rights under Sections 5.035.4, 5.045.5, 6.03 5.6, 6.3 and 8.05 8.5 hereof and any rights of the Authority Issuer to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments payments of the purchase price of the Facilities shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, the Indenture or otherwiseotherwise by the Issuer or the Trustee or any other party, or out of any obligation or liability at any time owing to the Company by the AuthorityIssuer, the Trustee or any other party, and, further, that the Loan Payments payments of the purchase price of the Facilities and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specifiedspecified herein, whether or not the FacilitiesFacilities or the Plant, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities or the Plant shall be used or useful, and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the FacilitiesFacilities or the Plant, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments are, payments under Section 4.3 to be made by the Indenture, to be Company are pledged by the Authority Issuer to the TrusteeTrustee pursuant to the Indenture, and that all rights and interest of the Authority Issuer hereunder (except for the AuthorityIssuer's rights under Sections 5.034.5, 5.044.6, 6.03 4.7 and 8.05 8.5 hereof and any rights of the Authority Issuer to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) ), including the right to receive the First Mortgage Bonds, and the First Mortgage Bonds, are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments payments under Section 4.3 shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, the Indenture or otherwiseotherwise by the Issuer or the Trustee or any other party, or out of any obligation or liability at any time owing to the Company by the AuthorityIssuer, the Trustee or any other party, and, further, that the Loan Payments payments under Section 4.3 and the other payments due hereunder shall continue to be payable at the times and in the amounts specified herein and therein specifiedin the First Mortgage Bonds, whether or not the Facilities, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domaindomain and whether or not any exercise of rights by the Co-Owner under the Joint Ownership Agreement, or the Company Mortgage Trustee, the holders of bonds and others under the Company Mortgage, prevent or prohibit the use of the Facilities, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities shall be used or useful, and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, or for any other reason. During the term hereof, the Company (i) shall not suspend or discontinue the making of payments for which it is obligated hereunder, (ii) shall, except to the extent provided in Section 8.2 hereof, perform and observe all of its other obligations contained herein and (iii) except as explicitly permitted herein, shall not terminate this Agreement for any cause including, without limiting the foregoing being subjectgenerality of the foregoing, any acts or circumstances that may constitute failure of consideration, commercial frustration of purpose, any change in tax or other laws by the United States of America or the State of Louisiana or any political subdivision of either, or any failure of the Issuer to perform and observe any obligation or condition arising out of or connected with this Agreement. This provision shall not be construed to release the Issuer from the performance of any of its obligations under this Agreement; and in the event the Issuer shall fail to perform any such obligation, the Company may institute such action against the Issuer as the Company may deem necessary to compel performance; provided, however, that no such action shall claim or attempt to establish or work a reduction of payments payable by the provisions Company hereunder. The Company may at its own cost and expense and in its own name or in the name of Sections 6.01 the Issuer, prosecute or defend any action or proceedings or take any other action involving third persons which the Company deems reasonably necessary in order to secure or protect its rights under this Agreement, and 7.01 hereofin such event the Issuer shall cooperate fully with the Company.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments to be made by the Company are, by the Indenture, to be pledged by the Authority Issuer to the Trustee, and that all rights and interest of the Authority Issuer hereunder (except for the AuthorityIssuer's rights under Sections 5.035.4, 5.045.6, 6.03 5.7, 5.8 and 8.05 8.5 hereof and any rights of the Authority Issuer to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder), under the First Mortgage Bonds (including the right to receive the First Mortgage Bonds under this Agreement) and under the Thirty-ninth Assignment, are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, the Indenture or otherwiseotherwise by the Issuer or the Trustee or any other party, or out of any obligation or liability at any time owing to the Company by the AuthorityIssuer, the Trustee or any other party, and, further, that the Loan Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specifiedspecified herein, whether or not the FacilitiesFacilities or the Plant, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities or the Plant shall be used or useful, and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the FacilitiesFacilities or the Plant, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments payments to be made by the Company hereunder (except for payments made pursuant to Sections 5.03, 5.04, 5.05, 6.04 and 8.05 hereof) and on the First Mortgage Bonds are, by the Indenture, to be pledged and assigned by the Authority Issuer to the Trustee, and that all rights and interest of the Authority Issuer hereunder (except for the AuthorityIssuer's rights under Sections 5.03, 5.04, 6.03 5.05, 6.04 and 8.05 hereof and any rights of the Authority Issuer to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) are ), including rights under the Bond Delivery Agreement with respect, to be the First Mortgage Bonds, are, by the Indenture, pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the assignment. The obligation of the Company to make the Loan Payments payments hereunder and on the First Mortgage Bonds, shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach under this Loan Agreement, the Indenture or otherwise by the Authority Issuer or the Trustee or any other party under this Agreement, the Indenture or otherwiseparty, or out of any obligation or liability at any time owing to the Company by the AuthorityIssuer, the Trustee or any other party, and, further, that the Loan Payments payments hereunder and on the other payments due hereunder First Mortgage Bonds shall continue to be payable at the times and in the amounts herein and therein specified, whether or not the FacilitiesFacilities or the Project, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that and, further, there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities or the Project shall be used or useful, whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the FacilitiesFacilities or the Project, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments and all payments to be made by the Company on the First Mortgage Bonds are, by the IndentureIndenture and the Pledge Agreement, to be pledged and assigned by the Authority Issuer to the Trustee, and that all rights and interest interests of the Authority Issuer hereunder (except for the Authority's rights of the Issuer under Sections Section 4.06, Section 4.08, Section 5.03, 5.04Section 5.06, 6.03 Section 5.07, Section 5.08, Section 7.05 and 8.05 Section 7.07 hereof and any rights of the Authority Issuer to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) ), including the right to delivery of the First Mortgage Bonds, are to be pledged and assigned to the TrusteeTrustee pursuant to the Indenture and the Pledge Agreement. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments and payments to the Trustee under Section 4.02 hereof and to make the payments on the First Mortgage Bonds shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment payment, or to any right of set-offsetoff, counterclaim or recoupment arising out of any breach under this Agreement or the Indenture or otherwise by the Authority Company, the Trustee, the Remarketing Agent, the Insurer, the Auction Agent, any Bank, the Agent Bank (or any Obligor on an Alternate Liquidity Facility and the Trustee Agent Obligor on an Alternate Liquidity Facility, as the case may be) or any other party under this Agreement, the Indenture or otherwiseparty, or out of any obligation or liability at any time owing to the Company by the AuthorityIssuer, the Trustee Trustee, the Remarketing Agent, the Insurer, the Auction Agent, any Bank, the Agent Bank (or any Obligor on an Alternate Liquidity Facility and the Agent Obligor on an Alternate Liquidity Facility, as the case may be) or any other party, or out of any failure or inability of the Trustee for any reason to realize under or upon the Standby Purchase Agreement or an Alternate Liquidity Facility provided by the Company under Section 4.03 hereof, and, further, that the Loan Payments and the other payments due hereunder and on the First Mortgage Bonds shall continue to be payable at the times and in the amounts herein and therein specified, specified whether or not the FacilitiesProject, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities Project shall be used or useful, useful and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, Project or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments to be made by the Company are, by the Indenture, to be pledged by the Authority Issuer to the Trustee, and that all rights and interest of the Authority Issuer hereunder (except for the AuthorityIssuer's rights under Sections 5.035.4(b), 5.045.6, 6.03 5.7, and 8.05 8.5 hereof and any rights of the Authority Issuer to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) ), are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, the Indenture or otherwiseotherwise by the Issuer or the Trustee or any other party, or out of any obligation or liability at any time owing to the Company by the AuthorityIssuer, the Trustee or any other party, and, further, that the Loan Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specifiedspecified herein, whether or not the FacilitiesProject or the Plant, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities Project or the Plant shall be used or useful, and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the FacilitiesProject or the Plant, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. (a) It is understood and agreed that all the Loan Payments are, are pledged and assigned by the Indenture, to be pledged by the Authority Issuer to the TrusteeTrustee pursuant to the Indenture, and that all rights right, title and interest of the Authority Issuer hereunder (except for amounts payable to, and the Authorityrights of, the Issuer under Section 4.04, Section 4.06(a), Section 5.03, Section 5.06, Section 5.07, Section 5.08 and Section 7.05 hereof and the Issuer's rights under Sections 5.03, 5.04, 6.03 and 8.05 hereof and any rights of the Authority to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) ), are to be pledged and assigned to the TrusteeTrustee pursuant to the Indenture. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments and payments to the Trustee under Section 4.02 hereof shall be absolute, irrevocable and unconditional -6- Port of Xxxxxx 1998A - Supplemental Loan Agreement and shall not be subject to cancellation, termination or abatement, or to any defense other than payment (including payment on the First Mortgage Bonds in accordance with Sections 4.01(a) and 4.09 hereof), or to any right of set-offsetoff, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, Agreement or the Indenture or otherwise, or out of any obligation or liability at any time owing to the Company otherwise by the AuthorityCompany, the Trustee Trustee, the Remarketing Agent, or any other party, and, further, that the Loan Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specified, specified whether or not the FacilitiesProjects, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities Projects shall be used or useful, useful and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, Projects or for any other reason, all . The Projects shall not constitute any part of the foregoing being subject, however, Trust Estate or any part of the security for the Bonds except to the provisions extent that First Mortgage Bonds then constitute security for the Bonds and the Projects are part of Sections 6.01 and 7.01 hereofthe "trust estate" under the Company Mortgage.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments payments to be made by the Company hereunder (except for payments made to the Issuer pursuant to Sections 5.03, 5.04, 5.05, 6.04 and 8.05 hereof) and on the First Mortgage Bonds are, by the Indenture, to be pledged and assigned by the Authority Issuer to the Trustee, and that all rights and interest of the Authority Issuer hereunder (except for the Authority's Issuer’s rights under Sections 5.03, 5.04, 6.03 5.05, 6.03, 6.04, 8.05 and 8.05 8.07 hereof and any rights of the Authority Issuer to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) are ), including rights under the Bond Delivery Agreement with respect to be the First Mortgage Bonds, are, by the Indenture, pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the assignment. The obligation of the Company to make the Loan Payments payments hereunder and on the First Mortgage Bonds, shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-offset‑off, counterclaim or recoupment arising out of any breach under this Loan Agreement, the Indenture or otherwise by the Authority Issuer or the Trustee or any other party under this Agreement, the Indenture or otherwiseparty, or out of any obligation or liability at any time owing to the Company by the AuthorityIssuer, the Trustee or any other party, and, further, that the Loan Payments payments hereunder and on the other payments due hereunder First Mortgage Bonds shall continue to be payable at the times and in the amounts herein and therein specified, whether or not the FacilitiesFacilities or the Project, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that and, further, there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities or the Project shall be used or useful, whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the FacilitiesFacilities or the Project, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments are, by the Indenture, to be pledged by the Authority to the Trustee, and that all rights and interest of the Authority hereunder (except for the Authority's ’s rights under Sections 5.03, Section 5.04, Section 5.05, Section 6.03 and Section 8.05 hereof and any rights of the Authority to receive notices, certificates, requests, requisitions and other communications hereunder) are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments and Purchase Payments shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-offset‑off, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, the Indenture or otherwise, or out of any obligation or liability at any time owing to the Company by the Authority, the Trustee or any other party, and, further, that the Loan Payments and Purchase Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specified, whether or not the Facilities, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities shall be used or useful, whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections Section 6.01 and Section 7.01 hereof.

Payments Assigned; Obligation Absolute. (a) It is understood and agreed that all the Loan Payments are, are pledged and assigned by the Indenture, to be pledged by the Authority Issuer to the TrusteeTrustee pursuant to the Indenture, and that all rights right, title and interest of the Authority Issuer hereunder (except for amounts payable to, and the Authorityrights of, the Issuer under Section 4.04, Section 4.06(a), Section 5.03, Section 5.06, Section 5.07, Section 5.08 and Section 7.05 hereof and the Issuer's rights under Sections 5.03, 5.04, 6.03 and 8.05 hereof and any rights of the Authority to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) ), are to be pledged and assigned to the TrusteeTrustee pursuant to the Indenture. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments and payments to the Trustee under Section 4.02 hereof shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment (including payment on First Mortgage Bonds in accordance with Sections 4.01(a) and 4.09 hereof), or to any right of set-offsetoff, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, Agreement or the Indenture or otherwise, or out of any obligation or liability at any time owing to the Company otherwise by the AuthorityCompany, the Trustee Trustee, the Remarketing Agent, or any other party, and, further, that the Loan Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specified, specified whether or not the FacilitiesProject, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities Projects shall be used or useful, useful and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, Project or for any other reason, all . The Project shall not constitute any part of the foregoing being subject, however, Trust Estate or any part of the security for the Bonds except to the provisions extent that First Mortgage Bonds then constitute security for the Bonds and the Project are part of Sections 6.01 and 7.01 hereofthe "trust estate" under the Company Mortgage.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments payments to be made by the Company hereunder (except for payments made pursuant to Sections 5.03, 5.04, 6.04 and 8.05 hereof) and on the Senior Notes are, by the Indenture, to be pledged and assigned by the Authority Issuer to the Trustee, and that all rights and interest of the Authority Issuer hereunder (except for the Authority's Issuer’s rights under Sections 5.03, 5.04, 6.03 6.04 and 8.05 hereof and any rights of the Authority Issuer to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) are ), including rights under the Pledge Agreement with respect to be the Senior Notes, are, by the Indenture, pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the assignment. The obligation of the Company to make the Loan Payments payments hereunder and on the Senior Notes shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach under this Loan Agreement, the Indenture or otherwise by the Authority Issuer or the Trustee or any other party under this Agreement, the Indenture or otherwiseparty, or out of any obligation or liability at any time owing to the Company by the AuthorityIssuer, the Trustee or any other party, and, further, that the Loan Payments payments hereunder and on the Senior Notes and the other payments due hereunder shall continue to be payable at the times and in the amounts therein and herein and therein specified, whether or not the FacilitiesFacilities or the Project, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that and, further, there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities or the Project shall be used or useful, whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the FacilitiesFacilities or the Project, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments to be made by the Company are, by the Indenture, to be pledged by the Authority to the Trustee, and that all rights and interest of the Authority hereunder (except for the Authority's rights under Sections 5.035.4, 5.045.6, 6.03 5.7, 5.8 and 8.05 8.5 hereof and any rights of the Authority to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) ), and under the Collateral Trust Mortgage Bonds (including the right to receive the Collateral Trust Mortgage Bonds under this Agreement), are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach under this Agreement, the Indenture or otherwise by the Authority or the Trustee or any other party under this Agreement, the Indenture or otherwiseparty, or out of any obligation or liability at any time owing to the Company by the Authority, the Trustee or any other party, and, further, that the Loan Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specifiedspecified herein, whether or not the FacilitiesFacilities or the Plants, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities or the Plants shall be used or useful, and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the FacilitiesFacilities or the Plants, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments arepayments under Section 4.2(a)(i), (ii), (iii) and (iv) to be made by the Indenture, to be Company are pledged by the Authority Issuer to the TrusteeTrustee pursuant to the Indenture, and that all rights and interest of the Authority Issuer hereunder (except for the AuthorityIssuer's rights under Sections 5.034.5, 5.044.6, 6.03 4.7 and 8.05 8.5 hereof and any rights of the Authority Issuer to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) ), including the right to receive the First Mortgage Bonds and the First Mortgage Bonds, are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments payments under Section 4.2(a)(i), (ii), (iii) and (iv) shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach under this Refunding Agreement, the Indenture or otherwise by the Authority Issuer or the Trustee or any other party under this Agreement, the Indenture or otherwiseparty, or out of any obligation or liability at any time owing to the Company by the AuthorityIssuer, the Trustee or any other party, and, further, that the Loan Payments payments under Section 4.2(a)(i), (ii), (iii) and (iv) and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specifiedspecified herein, whether or not the Facilities, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities shall be used or useful, and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments are, by the Indenture, to be pledged by the Authority to the Trustee, and that all rights and interest of the Authority hereunder (except for the Authority's ’s rights under Sections 5.03, 5.04, 6.03 and 8.05 hereof and any rights of the Authority to receive notices, certificates, requests, requisitions and other communications hereunder) are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, the Indenture or otherwise, or out of any obligation or liability at any time owing to the Company by the Authority, the Trustee or any other party, and, further, that the Loan Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specified, whether or not the Facilities, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities shall be used or useful, whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments are, by the Indenture, to be pledged by the Authority to the Trustee, and that all rights and interest of the Authority hereunder (except for the Authority's ’s rights under Sections 5.03, 5.04, 6.03 and 8.05 hereof and any rights of the Authority to receive notices, certificates, requests, requisitions and other communications hereunder) are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-set off, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, the Indenture or otherwise, or out of any obligation or liability at any time owing to the Company by the Authority, the Trustee or any other party, and, further, that the Loan Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specified, whether or not the Facilities, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities shall be used or useful, whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments are, by pursuant to the Indenture, to be pledged by the Authority Pollution Control Corporation to the Trustee, and that all rights and interest of the Authority Pollution Control Corporation hereunder (except for the Authority's Pollution Control Corporation’s rights under Sections 5.03, 5.04, 6.03 and 8.05 hereof and any rights of the Authority Pollution Control Corporation to receive notices, certificates, requests, requisitions and other communications hereunder) are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-set off, counterclaim or recoupment arising out of any breach by the Authority Pollution Control Corporation or the Trustee or any other party under this Agreement, the Indenture or otherwise, or out of any obligation or liability at any time owing to the Company by the AuthorityPollution Control Corporation, the Trustee or any other party, and, further, that the Loan Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specified, whether or not the Facilities, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities shall be used or useful, whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments payments to be made by the Company hereunder (except for payments made to the Issuer pursuant to Sections 5.03, 5.04, 5.05, 6.04 and 8.05 hereof) and on the First Mortgage Bonds are, by the Indenture, to be pledged and assigned by the Authority Issuer to the Trustee, and that all rights and interest of the Authority Issuer hereunder (except for the Authority's Issuer’s rights under Sections 5.03, 5.04, 6.03 5.05, 6.03, 6.04, 8.05 and 8.05 8.07 hereof and any rights of the Authority Issuer to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) are ), including rights under the Bond Delivery Agreement with respect to be the First Mortgage Bonds, are, by the Indenture, pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the assignment. The obligation of the Company to make the Loan Payments payments hereunder and on the First Mortgage Bonds, shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach under this Loan Agreement, the Indenture or otherwise by the Authority Issuer or the Trustee or any other party under this Agreement, the Indenture or otherwiseparty, or out of any obligation or liability at any time owing to the Company by the AuthorityIssuer, the Trustee or any other party, and, further, that the Loan Payments payments hereunder and on the other payments due hereunder First Mortgage Bonds shall continue to be payable at the times and in the amounts herein and therein specified, whether or not the FacilitiesFacilities or the Project, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that and, further, there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities or the Project shall be used or useful, whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the FacilitiesFacilities or the Project, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments arepayments under Section 4.2(a)(i), (ii), (iii) and (iv) to be made by the Indenture, to be Company are pledged by the Authority Issuer to the TrusteeTrustee pursuant to the Indenture, and that all rights and interest of the Authority Issuer hereunder (except for the AuthorityIssuer's rights under Sections 5.034.5, 5.044.6, 6.03 4.7 and 8.05 8.5 hereof and any rights of the Authority Issuer to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) ), including the right to receive the General and Refunding Bonds and the General and Refunding Bonds, are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments payments under Section 4.2(a)(i), (ii), (iii) and (iv) shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach under this Refunding Agreement, the Indenture or otherwise by the Authority Issuer or the Trustee or any other party under this Agreement, the Indenture or otherwiseparty, or out of any obligation or liability at any time owing to the Company by the AuthorityIssuer, the Trustee or any other party, and, further, that the Loan Payments payments under Section 4.2(a)(i), (ii), (iii) and (iv) and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specifiedspecified herein, whether or not the Facilities, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities shall be used or useful, and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments Repayments to be made by the Company are, by the Indenture, to be pledged by the Authority Issuer to the Trustee, and that all rights and interest of the Authority Issuer hereunder (except for the AuthorityIssuer's rights under Sections 5.035.04, 5.045.05, 5.06, 6.03 and 8.05 hereof and any rights of the Authority Issuer to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments Repayments shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, the Indenture or otherwiseotherwise by the Issuer or the Trustee or any other party, or out of any obligation or liability at any time owing to the Company by the AuthorityIssuer, the Trustee or any other party, and, further, that the Loan Payments and the other payments due hereunder Repayments shall continue to be payable at the times and in the amounts herein and therein specifiedspecified herein, whether or not the FacilitiesFacilities or the Plant, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities or the Plant shall be used or useful, and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the FacilitiesFacilities or the Plant, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all the Loan Payments are, are pledged and assigned by the Indenture, to be pledged by the Authority Issuer to the TrusteeTrustee pursuant to the Indenture, and that all rights right, title and interest of the Authority Issuer hereunder (except for the Authority's rights under Sections 5.03, 5.04, 6.03 and 8.05 hereof and any rights of the Authority to receive notices, certificates, requests, requisitions and other communications hereunderUnassigned Rights) are to be pledged and assigned to the TrusteeTrustee pursuant to the Indenture. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment payment, or to any right of set-offsetoff, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, Agreement or the Indenture or otherwise, or out of any obligation or liability at any time owing to the Company otherwise by the AuthorityCompany, the Trustee Trustee, the Registrar or any other party, and, further, that the Loan Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specified, specified whether or not the FacilitiesPlant, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities Plant shall be used or useful, useful and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, Plant or for any other reason. The Issuer shall, by the Indenture, grant a security interest to the Trustee, its successors in trust and its and their assigns forever, in all of its rights to and interest in the Revenues including, without limitation, all Loan Payments and other amounts receivable by or on behalf of the foregoing being subject, however, Issuer under the Agreement in respect of repayment of the Loan. The Company hereby agrees and consents to that grant of a security interest. The Issuer and the Company direct the Trustee to enter into the Subordination Agreement. The Company shall furnish the Subordinate Security Agreement and the Subordinate Mortgage to the provisions Trustee, as the assignee of Sections 6.01 and 7.01 hereofthe Issuer.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments payments to be made by the Company hereunder (except for payments made pursuant to Sections 5.03, 5.04, 6.04 and 8.05 hereof) are, by the Indenture, to be pledged and assigned by the Authority Issuer to the Trustee, and that all rights and interest of the Authority Issuer hereunder (except for the AuthorityIssuer's rights under Sections 5.03, 5.04, 6.03 6.04 and 8.05 hereof and any rights of the Authority Issuer to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) are to be are, by the Indenture, pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the assignment. The obligation of the Company to make the Loan Payments payments hereunder shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach under this Loan Agreement, the Indenture or otherwise by the Authority Issuer or the Trustee or any other party under this Agreement, the Indenture or otherwiseparty, or out of any obligation or liability at any time owing to the Company by the AuthorityIssuer, the Trustee or any other party, and, further, that the Loan Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specified, whether or not the FacilitiesFacilities or the Project, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that and, further, there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities or the Project shall be used or useful, whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the FacilitiesFacilities or the Project, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. (a) It is understood and agreed that all the Loan Payments are, are pledged and assigned by the Indenture, to be pledged by the Authority Issuer to the TrusteeTrustee pursuant to the Indenture, and that all rights right, title and interest of the Authority Issuer hereunder (except for amounts payable to, and the Authorityrights of, the Issuer under Section 4.04, Section 4.06(a), Section 5.03, Section 5.06, Section 5.07, Section 5.08 and Section 7.05 hereof and the Issuer's rights under Sections 5.03, 5.04, 6.03 and 8.05 hereof and any rights of the Authority to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) ), are to be pledged and assigned to the TrusteeTrustee pursuant to the Indenture. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments and payments to the Trustee under Section 4.02 hereof shall be absolute, irrevocable and unconditional Forsyth 1998A-Supplemental Loan Agreement and shall not be subject to cancellation, termination or abatement, or to any defense other than payment (including payment on First Mortgage Bonds in accordance with Sections 4.01 (a) and 4.09 hereof), or to any right of set-offsetoff, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, Agreement or the Indenture or otherwise, or out of any obligation or liability at any time owing to the Company otherwise by the AuthorityCompany, the Trustee Trustee, the Remarketing Agent, or any other party, and, further, that the Loan Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specified, specified whether or not the FacilitiesProjects, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities Projects shall be used or useful, useful and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, Projects or for any other reason, all . The Projects shall not constitute any part of the foregoing being subject, however, Trust Estate or any part of the security for the Bonds except to the provisions extent that First Mortgage Bonds then constitute security for the Bonds and the Projects are part of Sections 6.01 and 7.01 hereofthe "trust estate" under the Company Mortgage.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments and all payments to be made by the Company on the Senior Notes are, by the IndentureIndenture and the Pledge Agreement, to be pledged and assigned by the Authority Issuer to the Trustee, and that all rights and interest interests of the Authority Issuer hereunder (except for the Authority's rights of the Issuer under Sections Section 4.06, Section 4.08, Section 5.03, 5.04Section 5.06, 6.03 Section 5.07, Section 5.08, Section 7.05 and 8.05 Section 7.07 hereof and any rights of the Authority Issuer to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) ), including the right to delivery of the Senior Notes, are to be pledged and assigned to the TrusteeTrustee pursuant to the Indenture and the Pledge Agreement. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments and payments to the Trustee under Section 4.02 hereof and to make the payments on the Senior Notes shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment payment, or to any right of set-offsetoff, counterclaim or recoupment arising out of any breach under this Agreement or the Indenture or otherwise by the Authority Company, the Trustee, the Remarketing Agent, the Insurer, the Bank (or the Trustee Obligor on an Alternate Liquidity Facility, as the case may be) or any other party under this Agreement, the Indenture or otherwiseparty, or out of any obligation or liability at any time owing to the Company by the AuthorityIssuer, the Trustee Trustee, the Remarketing Agent, the Insurer, the Bank (or the Obligor on an Alternate Credit Facility, as the case may be) or any other party, or out of any failure or inability of the Trustee for any reason to realize under or upon any Letter of Credit or Alternate Credit Facility provided by the Company under Section 4.03 hereof, and, further, that the Loan Payments and the other payments due hereunder and on the Senior Notes shall continue to be payable at the times and in the amounts herein and therein specified, specified whether or not the Facilities, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities shall be used or useful, useful and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, Facilities or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments to be made by the Company are, by the Indenture, to be pledged by the Authority to the Trustee, and that all rights and interest of the Authority hereunder (except for the Authority's rights under Sections 5.035.4, 5.045.6, 6.03 5.7, 5.8 and 8.05 8.5 hereof and any rights of the Authority to receive notices, certificates, requests, requisitions requisitions, directions and other communications hereunder) ), and under the Collateral Trust Mortgage Bonds (including the right to receive the Collateral Trust Mortgage Bonds under this Agreement), are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach under this Agreement, the Indenture or otherwise by the Authority or the Trustee or any other party under this Agreement, the Indenture or otherwiseparty, or out of any obligation or liability at any time owing to the Company by the Authority, the Trustee or any other party, and, further, that the Loan Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specifiedspecified herein, whether or not the FacilitiesFacilities or the Plant, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities or the Plant shall be used or useful, and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the FacilitiesFacilities or the Plant, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections 6.01 and 7.01 hereof.

Payments Assigned; Obligation Absolute. It is understood and agreed that all the Loan Payments are, are pledged and assigned by the Indenture, to be pledged by the Authority Issuer to the TrusteeTrustee pursuant to the Indenture, and that all rights right, title and interest of the Authority Issuer hereunder (except for amounts payable to, and the Authorityrights of, the Issuer under Section 4.04, Section 4.06(a), Section 5.03, Section 5.06, Section 5.07, Section 5.08 and Section 7.05 hereof and the Issuer's rights under Sections 5.03, 5.04, 6.03 and 8.05 hereof and any rights of the Authority to receive notices, certificates, requests. requisitions, requisitions directions and other communications hereunder) are to be pledged and assigned to the TrusteeTrustee pursuant to the Indenture. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments and payments to the Trustee under Section 4.02 hereof shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment payment, or to any right of set-offsetoff, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, Agreement or the Indenture or otherwise, or out of any obligation or liability at any time owing to the Company otherwise by the AuthorityCompany, the Trustee Trustee, the Remarketing Agent, or any other party, and, further, that the Loan Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specified, specified whether or not the FacilitiesProjects, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities Projects shall be used or useful, useful and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, Projects or for any other reason, all . The Projects shall not constitute any part of the foregoing being subject, however, to Trust Estate or any part of the provisions of Sections 6.01 and 7.01 hereofsecurity for the Bonds.

Payments Assigned; Obligation Absolute. It is understood and agreed that all Loan Payments are, by the Indenture, to be pledged by the Authority to the Trustee, and that all rights and interest of the Authority hereunder (except for the Authority's ’s rights under Sections Section 5.03, Section 5.04, Section 6.03 and Section 8.05 hereof and any rights of the Authority to receive notices, certificates, requests, requisitions and other communications hereunder) are to be pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make the Loan Payments shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-set off, counterclaim or recoupment arising out of any breach by the Authority or the Trustee or any other party under this Agreement, the Indenture or otherwise, or out of any obligation or liability at any time owing to the Company by the Authority, the Trustee or any other party, and, further, that the Loan Payments and the other payments due hereunder shall continue to be payable at the times and in the amounts herein and therein specified, whether or not the Facilities, or any portion thereof, shall have been completed or shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities shall be used or useful, whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, or for any other reason, all of the foregoing being subject, however, to the provisions of Sections Section 6.01 and Section 7.01 hereof.