Common use of Unconditional Obligation Clause in Contracts

Unconditional Obligation. The obligations of the Company to make the Loan Payments, the Additional Payments and the other payments required by Section 4.2 hereof and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall be binding and enforceable in all circumstances whatsoever, irrespective of any defense or any rights of set-off, recoupment or counterclaim it might otherwise have against the Authority, and during the term of this Agreement, the Company shall pay all payments required to be made on account of this Agreement (which payments shall be net of any other obligations of the Company) as prescribed in Section 4.2 and all other payments required hereunder, free of any deductions and without abatement, diminution or set-off. The Company shall be obligated to make the payments whether or not the Project has come into existence or become functional and whether or not the Project has ceased to exist or to be functional to any extent and from any cause whatsoever. The Company shall be obligated to make such payments regardless of whether the Company is in possession or is entitled to be in possession of the Project or any part thereof. Until such time as the principal of, premium, if any, and interest on, the Bonds shall have been fully paid, or provision for the payment thereof shall have been made as required by the Indenture, the Company (i) will not suspend or discontinue any payments provided for in Section 4.2; (ii) will perform and observe all of its other covenants contained in this Agreement; and (iii) except as provided in Article VIII hereof, will not terminate this Agreement for any cause, including, without limitation, the occurrence of any act or circumstances that may constitute failure of consideration, destruction of or damage to all or a portion of those facilities or equipment comprising the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either of these, or any failure of the Authority or the Trustee to perform and observe any covenant, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement or the Indenture, except to the extent permitted by this Agreement.

Unconditional Obligation. The obligations of the Company to make the Loan Payments, the Additional Payments and the other payments required by Section 4.2 hereof and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall be binding and enforceable in all circumstances whatsoever, irrespective of any defense or any rights of set-off, recoupment or counterclaim it might otherwise have against the AuthorityIssuer, and during the term of this Agreement, the Company shall pay all payments required to be made on account of this Agreement (which payments shall be net of any other obligations of the Company) as prescribed in Section 4.2 and all other payments required hereunder, free of any deductions and without abatement, diminution or set-off. The Company shall be obligated to make the payments whether or not the Project has come into existence or become functional and whether or not the Project has ceased to exist or to be functional to any extent and from any cause whatsoever. The Company shall be obligated to make such payments regardless of whether the Company is in possession or is entitled to be in possession of the Project or any part thereof. Until such time as the principal of, premium, if any, and interest on, the Bonds shall have been fully paid, or provision for the payment thereof shall have been made as required by the Indenture, the Company (i) will not suspend or discontinue any payments provided for in Section 4.2; (ii) will perform and observe all of its other covenants contained in this Agreement; and (iii) except as provided in Article VIII hereof, will not terminate this Agreement for any cause, including, without limitation, the occurrence of any act or circumstances that may constitute failure of consideration, destruction of or damage to all or a portion of those facilities or equipment comprising the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either of these, or any failure of the Authority Issuer or the Trustee to perform and observe any covenant, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement or the Indenture, except to the extent permitted by this Agreement.

Unconditional Obligation. The obligations obligation of the Company Borrower to make the Loan Payments, the Additional Payments and the other payments required by Section 4.2 hereof pursuant to this Agreement and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall be binding and enforceable in all circumstances whatsoeverunconditional, irrespective of any defense or any rights of set-off, recoupment or counterclaim it might otherwise have against the AuthorityIssuer, and during the term of this Agreement, the Company Borrower shall pay all (or cause to be paid) absolutely the payments required to be made on account of this Agreement (which payments shall be net of any other obligations of the Company) loan as prescribed in Section 4.2 and all other payments required hereunderas prescribed herein, free of any deductions and without abatement, diminution or set-off. The Company shall be obligated to make the payments whether or not the Project has come into existence or become functional and whether or not the Project has ceased to exist or to be functional to any extent and from any cause whatsoever. The Company shall be obligated to make such payments regardless of whether the Company is in possession or is entitled to be in possession of the Project or any part thereof. Until such time as the principal of, of and premium, if any, and interest on, on the Bonds shall have been fully paid, or provision provisions for the payment thereof shall have been made as required by the Indenture, the Company Borrower (i) will not suspend or discontinue any payments required hereunder, including payments provided for in Section 4.24.2 hereof; (ii) will perform and observe all of its other covenants contained in this AgreementAgreement and all obligations required to be performed by it by the Indenture; and (iii) except as provided in Article VIII VII hereof, will not terminate this Agreement for any cause, including, without limitation, the occurrence of any act or circumstances circumstance that may constitute failure of consideration, destruction of or damage to all or a portion of those facilities or equipment comprising the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either of thesethem, or any failure of the Authority Issuer or the Trustee to perform and observe any covenant, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement or the Indenture, except to the extent permitted by this Agreement.

Unconditional Obligation. The obligations obligation of the Company Borrower to make the Loan Payments, the Additional Payments and the other payments required by Section 4.2 hereof pursuant to this Agreement and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall be binding and enforceable in all circumstances whatsoeverunconditional, irrespective of any defense or any rights of set-off, recoupment or counterclaim it might otherwise have against the AuthorityIssuer, and during the term of this Agreement, the Company Borrower shall pay all (or cause to be paid) absolutely the payments required to be made on account of this Agreement (which payments shall be net of any other obligations of the Company) loan as prescribed in Section 4.2 and all other payments required hereunderas prescribed herein, free of any deductions and without abatement, diminution or set-off. The Company shall be obligated to make the payments whether or not the Project has come into existence or become functional and whether or not the Project has ceased to exist or to be functional to any extent and from any cause whatsoever. The Company shall be obligated to make such payments regardless of whether the Company is in possession or is entitled to be in possession of the Project or any part thereof. Until such time as the principal of, of and premium, if any, and interest on, on the Bonds shall have been fully paid, or provision provisions for the payment thereof shall have been made as required by the Indenture, the Company Borrower (i) will not suspend or discontinue any payments required hereunder, including payments provided for in Section 4.24.2 hereof; (ii) will perform and observe all of its other covenants contained in this Agreement; and (iii) except as provided in Article VIII VII hereof, will not terminate this Agreement for any cause, including, without limitation, the occurrence of any act or circumstances circumstance that may constitute failure of consideration, destruction of or damage to all or a portion of those facilities or equipment comprising the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either of thesethem, or any failure of the Authority Issuer or the Trustee to perform and observe any covenant, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement or the Indenture, except to the extent permitted by this Agreement.

Unconditional Obligation. The obligations of the Company RESA to make the Loan Payments, the Additional Payments and the other payments required by in Section 4.2 4.4(a) hereof or otherwise due hereunder and to perform and observe the other agreements on its part contained herein shall not be absolute and unconditional and shall be binding and enforceable in all circumstances whatsoeveraffected by any abatements, irrespective of any defense or any rights of reductions, set-offoffs, recoupment diminutions, defenses, counterclaims and recoupments for or counterclaim it might otherwise have against the Authority, and during the term of this Agreement, the Company shall pay all payments required to be made on account of this Agreement (any claims which payments shall be net of RESA may have, any insolvency, bankruptcy, reorganization or similar proceedings by or against the RESA, or any other obligations circumstance, happening or event similar to any of the Company) foregoing; nor except as prescribed in Section 4.2 and all other payments required hereunderotherwise expressly provided herein, free of any deductions and without abatement, diminution shall this Installment Sale Agreement terminate. Until expiration or set-off. The Company shall be obligated to make the payments whether or not the Project has come into existence or become functional and whether or not the Project has ceased to exist or to be functional to any extent and from any cause whatsoever. The Company shall be obligated to make such payments regardless of whether the Company is in possession or is entitled to be in possession termination of the Project or any part thereof. Until such time as the principal of, premium, if any, and interest onTerm, the Bonds shall have been fully paid, or provision for the payment thereof shall have been made as required by the Indenture, the Company RESA (i) will not suspend or discontinue any payments provided for in Section 4.2; 4.4(a) hereof, (ii) will perform and observe all of its other covenants agreements contained in this Installment Sale Agreement; , and (iii) except as provided in Article VIII hereof, will not terminate this Agreement the Term for any cause, including, without limitationlimiting the generality of the foregoing, the occurrence of any act acts or circumstances that may constitute failure of consideration, any defects in any component of the Project, any obsolescence of any component of the Project for any reason whatsoever, eviction or constructive eviction, destruction of or damage to all or a portion of those facilities or equipment comprising the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State of Georgia or any political subdivision of either of these, or any failure of the Authority or the Trustee Seller to perform and observe any covenantagreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement Installment Sale Agreement. Nothing contained in this Section shall be construed to release the Seller from the performance of any of the agreements on its part herein contained; and if the Seller should fail to perform any such agreement, the RESA may institute such action against the Seller as the RESA may deem necessary to compel performance or recover its damages for nonperformance as long as such action shall not impair or affect the Indentureagreements on the part of the RESA contained in the preceding sentence and to make the payments specified in Section 4.4(a) hereof or otherwise due hereunder. The RESA may, except however, at its own cost and expense and in its own name or in the name of the Seller, prosecute or defend any action or proceeding or take any other action involving third persons which the XXXX xxxxx reasonably necessary in order to insure the extent permitted by this AgreementAcquisition of the Project or to secure or protect its right of possession, occupancy and use hereunder, and in such event the Seller hereby agrees to cooperate fully with the RESA and to take all lawful action which is required to effect the substitution of RESA for the Seller in any such action or proceeding if the RESA shall so request.

Unconditional Obligation. The obligations of the Company City to make the Loan Payments, the Additional Payments and the other payments required by in Section 4.2 4.4(a) hereof or otherwise due hereunder and to perform and observe the other agreements on its part contained herein shall not be absolute and unconditional and shall be binding and enforceable in all circumstances whatsoeveraffected by any abatements, irrespective of any defense or any rights of reductions, set-offoffs, recoupment diminutions, defenses, counterclaims and recoupments for or counterclaim it might otherwise have against the Authority, and during the term of this Agreement, the Company shall pay all payments required to be made on account of this Agreement (any claims which payments shall be net of City may have, any insolvency, bankruptcy, reorganization or similar proceedings by or against the City, or any other obligations circumstance, happening or event similar to any of the Company) foregoing; nor except as prescribed in Section 4.2 and all other payments required hereunderotherwise expressly provided herein, free of any deductions and without abatement, diminution shall this Installment Sale Agreement terminate. Until expiration or set-off. The Company shall be obligated to make the payments whether or not the Project has come into existence or become functional and whether or not the Project has ceased to exist or to be functional to any extent and from any cause whatsoever. The Company shall be obligated to make such payments regardless of whether the Company is in possession or is entitled to be in possession termination of the Project or any part thereof. Until such time as the principal of, premium, if any, and interest onTerm, the Bonds shall have been fully paid, or provision for the payment thereof shall have been made as required by the Indenture, the Company City (i) will not suspend or discontinue any payments provided for in Section 4.2; 4.4(a) hereof, (ii) will perform and observe all of its other covenants agreements contained in this Installment Sale Agreement; , and (iii) except as provided in Article VIII hereof, will not terminate this Agreement the Term for any cause, including, without limitationlimiting the generality of the foregoing, the occurrence of any act acts or circumstances that may constitute failure of consideration, any defects in any component of the Project, any obsolescence of any component of the Project for any reason whatsoever, eviction or constructive eviction, destruction of or damage to all or a portion of those facilities or equipment comprising the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State of Georgia or any political subdivision of either of these, or any failure of the Authority or the Trustee Seller to perform and observe any covenantagreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement Installment Sale Agreement. Nothing contained in this Section shall be construed to release the Seller from the performance of any of the agreements on its part herein contained; and if the Seller should fail to perform any such agreement, the City may institute such action against the Seller as the City may deem necessary to compel performance or recover its damages for nonperformance as long as such action shall not impair or affect the Indentureagreements on the part of the City contained in the preceding sentence and to make the payments specified in Section 4.4(a) hereof or otherwise due hereunder. The City may, except however, at its own cost and expense and in its own name or in the name of the Seller, prosecute or defend any action or proceeding or take any other action involving third persons which the City deems reasonably necessary in order to insure the extent permitted by this Agreementacquisition, construction and installation of the Project or to secure or protect its right of possession, occupancy and use hereunder, and in such event the Seller hereby agrees to cooperate fully with the City and to take all lawful action which is required to effect the substitution of City for the Seller in any such action or proceeding if the City shall so request.

Unconditional Obligation. The obligations of the Company Borrower to make the Loan Payments, the Additional Payments and the other payments required by Section 4.2 hereof and the First Mortgage Bonds and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall be binding and enforceable in all circumstances whatsoeverunconditional, irrespective of any defense or any rights of set-offset‑off, recoupment or counterclaim it might otherwise have against the Authority, and during the term of this Loan Agreement, the Company Borrower shall pay all payments required to be made on account of this Loan Agreement (which payments shall be net of any other obligations of the Company) as prescribed in Section 4.2 4.2, under the First Mortgage Bonds and all other payments required hereunder, free of any deductions and without abatement, diminution or set-off. The Company shall be obligated to make the payments whether or not the Project has come into existence or become functional and whether or not the Project has ceased to exist or to be functional to any extent and from any cause whatsoever. The Company shall be obligated to make such payments regardless of whether the Company is in possession or is entitled to be in possession of the Project or any part thereof. Until such time as the principal of, premium, if any, and interest on, the Bonds shall have been fully paid, or provision for the payment thereof shall have been made as required by the Indenture, the Company Borrower (i) will not suspend or discontinue any payments provided for in Section 4.2, or prior to the Release Date, the First Mortgage Bonds; (ii) will perform and observe all of its other covenants contained in this Loan Agreement; and (iii) except as provided in Article VIII hereof, will not terminate this Loan Agreement for any cause, including, without limitation, the occurrence of any act or circumstances that may constitute failure of consideration, destruction of or damage to all or a portion of those facilities or equipment comprising the ProjectProjects, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either of these, or any failure of the Authority or the Trustee to perform and observe any covenant, whether express or implied, or any duty, liability or obligation arising out of or connected with this Loan Agreement or the Indenture, except to the extent permitted by this Loan Agreement.

Unconditional Obligation. The Obligors' respective obligations of the Company to make the Loan Payments, the Additional Payments and the other payments required by under this Section 4.2 hereof and to perform and observe the other agreements on its part contained herein 3 shall be absolute and unconditional under any and shall be binding and enforceable in all circumstances whatsoever, and irrespective of any defense or any rights of set-off, recoupment or counterclaim it might otherwise have against the Authority, and during the term of this Agreement, the Company shall pay all payments required to be made on account of this Agreement (which payments shall be net of any other obligations of the Company) as prescribed in Section 4.2 and all other payments required hereunder, free of any deductions and without abatement, diminution or set-off. The Company shall be obligated to make the payments whether or not the Project has come into existence or become functional and whether or not the Project has ceased to exist or to be functional to any extent and from any cause whatsoever. The Company shall be obligated to make such payments regardless of whether the Company is in possession or is entitled to be in possession of the Project or any part thereof. Until such time as the principal of, premium, if any, and interest on, the Bonds shall have been fully paid, or provision for the payment thereof shall have been made as required by the Indenture, the Company (i) will not suspend or discontinue any payments provided for in Section 4.2; (ii) will perform and observe all of its other covenants contained in this Agreement; and (iii) except as provided in Article VIII hereof, will not terminate this Agreement for any cause, including, without limitation, the occurrence of any act Default or circumstances that Event of Default or any condition precedent whatsoever or any setoff, counterclaim or defense to payment which either such Obligor may constitute failure of consideration, destruction of have or damage to all or a portion of those facilities or equipment comprising have had against the Project, commercial frustration of purposeLC Issuer, any change in Lender or any beneficiary of a Physician Letter of Credit. Each Obligor further agrees with the tax Agent, the LC Issuer and the Lenders that the Agent, the LC Issuer and the Lenders shall not be responsible for, and the Borrowers' respective reimbursement obligations under Section 3.4 shall not be affected by, among other things, the validity or other laws genuineness of the United States of America documents or of the State any endorsements thereon, even if such documents should in fact prove to be in any or any political subdivision of either of theseall respects invalid, fraudulent or forged, or any failure dispute between or among any Obligor, the beneficiary of any Physician Letter of Credit or any financing institution or other party to which any Physician Letter of Credit may be transferred or any claims or defenses whatsoever of any Obligor against the beneficiary of any Physician Letter of Credit or any such transferee. Neither the Agent, the LC Issuer nor the Lenders shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Physician Letter of Credit. Each Obligor agrees that any action taken or omitted by the Agent, the LC Issuer or any Lender under or in connection with each Physician Letter of Credit and the related drafts and documents, if done in good faith and without gross negligence, shall be binding upon the Obligors and shall not result in any liability on the part of the Authority or Agent, the Trustee to perform and observe any covenant, whether express or implied, LC Issuer or any duty, liability or obligation arising out of or connected with this Agreement or the Indenture, except Lender to the extent permitted by this Agreementany Obligor.

Unconditional Obligation. The obligations of the Company Borrower to make the Loan Payments, the Additional Payments and the other payments required by Section 4.2 hereof and under the First Mortgage Bonds and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall be binding and enforceable in all circumstances whatsoeverunconditional, irrespective of any defense or any rights of set-off, recoupment or counterclaim it might otherwise have against the AuthorityCity, and during the term of this Agreement, the Company Borrower shall pay all absolutely net the payments required to be made on account of this Agreement (which payments shall be net of any other obligations of the Company) loan as prescribed in Section 4.2 and all other payments required hereunderhereunder and under the First Mortgage Bonds, free of any deductions and without abatement, diminution or set-off. The Company shall be obligated to make the payments whether or not the Project has come into existence or become functional and whether or not the Project has ceased to exist or to be functional to any extent and from any cause whatsoever. The Company shall be obligated to make such payments regardless of whether the Company is in possession or is entitled to be in possession of the Project or any part thereof. Until such time as the principal of, premium, if any, and interest on, on the Bonds shall have been fully paid, or provision for the payment thereof shall have been made as required by the Indenture, the Company Borrower (i) will not suspend or discontinue any payments provided for in Section 4.24.2 hereof; (ii) will perform and observe all of its other covenants contained in this Agreement; and (iii) except as provided in Article VIII hereof, will not terminate this Agreement except to the extent permitted by the provisions hereof and of the Indenture, or cancel or amend, supplement or otherwise modify the First Mortgage Bonds, the First Mortgage Indenture or the supplement thereto relating to the First Mortgage Bonds, except to the extent permitted by the First Mortgage Indenture, for any cause, including, without limitation, the occurrence of any act or circumstances that may constitute failure of consideration, destruction of or damage to all or a portion of those facilities or equipment comprising the ProjectProjects, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State of California or any political subdivision of either of these, or any failure of the Authority City or the Trustee to perform and observe any covenant, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement or the Indenture, except to the extent permitted by this Agreement.

Unconditional Obligation. The obligations of the Company to make the Loan Payments, the Additional Payments NRG under Sections 1 and the other payments required by Section 4.2 2 hereof and to perform and observe the other agreements on its part contained herein shall be absolute absolute, unconditional and unconditional irrevocable under any and all circumstances and shall be binding and enforceable in all circumstances whatsoever, irrespective performed by NRG regardless of any defense circumstance whatsoever which might otherwise constitute an excuse for nonperformance of the obligations of NRG under Sections 1 and 2. Without limiting the generality of the foregoing, NRG shall remain obligated to the extent provided hereunder, notwithstanding that, without any reservation of rights by or against NRG and without notice to or further assent by NRG, any demand for payment of any amount due pursuant to the Loan Agreement or any rights other Financing Document may be rescinded by the Secured Parties and any of set-offthe Loans or other extensions of credit thereunder continued and such amounts, recoupment or counterclaim it might otherwise have against the Authority, and during the term of this Agreement, the Company shall pay all payments required to be made on account of this Agreement (which payments shall be net liability of any other obligations of the Company) as prescribed in Section 4.2 and all other payments required hereunder, free of any deductions and without abatement, diminution Person upon or set-off. The Company shall be obligated to make the payments whether or not the Project has come into existence or become functional and whether or not the Project has ceased to exist or to be functional to any extent and from any cause whatsoever. The Company shall be obligated to make such payments regardless of whether the Company is in possession or is entitled to be in possession of the Project or for any part thereof. Until such , or any collateral security or guaranty therefor or right of offset with respect thereto may, form time to time, in whole or part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, and the Loan Agreement or any other Financing Document or any other document executed in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the principal of, premium, if anySecured Parties may deem advisable from time to time, and interest on, any collateral security or guaranty or right of offset at any time held by the Bonds shall have been fully paid, or provision Secured Parties for the payment thereof of such amounts may be sold or exchanged, waived, surrendered or released. None of the Secured Parties shall have been made any obligation to protect, secure, perfect or inquire as required to any Lien at any time held by the Indenture, the Company (i) will not suspend or discontinue any payments provided for in Section 4.2; (ii) will perform and observe all of its other covenants contained in this Agreement; and (iii) except them as provided in Article VIII hereof, will not terminate this Agreement security for any cause, including, without limitation, amount due under the occurrence Loan Agreement or any other Financing Document or any property subject to any such Lien and the failure of any act or circumstances that may constitute failure of consideration, destruction of or damage to all or a portion of those facilities or equipment comprising the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or Secured Parties to do any of the State or any political subdivision foregoing shall have no effect on the obligations of either of these, or any failure NRG hereunder and none of the Authority Secured Parties shall have any liability for the performance or observance of any of the Trustee obligations or duties of the Borrower under the Loan Agreement or under any other Transaction Document and the Borrower's failure to perform and observe any covenant, whether express such obligations or implied, or any duty, liability or obligation arising out duties shall not impair the obligations of or connected with this Agreement or the Indenture, except to the extent permitted by this AgreementNRG hereunder.

Unconditional Obligation. The obligations of Company hereby acknowledges and agrees that the Company Company's obligation to make the Loan Payments, the Additional Payments Repayments and the other payments required by Section 4.2 hereof hereunder and to perform and observe the other agreements on its part herein contained herein shall be absolute and unconditional and shall not be binding and enforceable in all circumstances whatsoeversubject to any abatement, irrespective of any defense or any rights of reduction, set-off, defense, counterclaim or recoupment for any reason whatsoever. Except as otherwise expressly provided herein, this Agreement shall not terminate, nor shall the obligations of the Company be affected, by reasons of any defect in or counterclaim damage to or loss or destruction of all or any part of the Project, the failure of the Issuer to perform or observe any agreement, liability or obligation hereunder or the lawful prohibition of the Company's or any other Person's use of the Project, the interference with such use by any Person, the invalidity or unenforceability or lack of due authorization or other infirmity of this Agreement or any part hereof, lack of right, power or authority of the Issuer to enter into this Agreement, or for any other cause whether similar or dissimilar to the foregoing, any present or future tax or other law to the contrary notwithstanding, it might otherwise have against being the Authority, intention of the parties hereto that Loss Repayments and during other amounts payable by the term Company hereunder shall continue to be payable in all events unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Agreement, . In the event the Company shall pay all fail to make or cause to be made any of the payments required to be made on account under this Agreement, the unpaid amount shall continue to be an obligation of this Agreement (which payments the Company until such amount shall be net of any other obligations of the Company) as prescribed in Section 4.2 and all other payments required hereunder, free of any deductions and without abatement, diminution or set-off. The Company shall be obligated to make the payments whether or not the Project has come into existence or become functional and whether or not the Project has ceased to exist or to be functional to any extent and from any cause whatsoever. The Company shall be obligated to make such payments regardless of whether the Company is in possession or is entitled to be in possession of the Project or any part thereof. Until such time as the principal of, premium, if any, and interest on, the Bonds shall have been fully paid, or provision for and the payment thereof shall have been made as required Company agrees to pay the same with interest thereon from the date when due until paid at the greater of the rate borne by the Indenture, the Company (i) will not suspend or discontinue any payments provided for in Section 4.2; (ii) will perform and observe all of its other covenants contained in this Agreement; and (iii) except as provided in Article VIII hereof, will not terminate this Agreement for any cause, including, without limitation, the occurrence of any act or circumstances that may constitute failure of consideration, destruction of or damage to all or a portion of those facilities or equipment comprising the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either of these, or any failure of the Authority Series 1992 Bonds or the Trustee to perform and observe any covenant, whether express or implied, or any duty, liability or obligation arising out per annum rate of or connected with this Agreement or the Indenture, except interest equal to the extent permitted rate of interest announced from time to time by this Agreementthe Trustee as its "reference rate" plus 3%.

Unconditional Obligation. The obligations of the Company to make the Loan Payments, the Additional Payments and the other payments required by Section 4.2 hereof and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall be binding and enforceable in all circumstances whatsoever, irrespective of any defense or any rights of set-off, recoupment or counterclaim it might otherwise have against the Authority, and during the term of this Agreement, the Company shall pay all payments required to be made on account of this Agreement (which payments shall be net of any other obligations of the Company) as prescribed in Section 4.2 and all other payments required hereunder, free of any deductions and without abatement, diminution or set-off. The Company shall be obligated to make the payments whether or not the Project has come into existence or become functional and whether or not the Project has ceased to exist or to be functional to any extent and from any cause whatsoever. The Company shall be obligated to make such payments regardless of whether the Company is in possession or is entitled to be in possession of the Project or any part thereof. Until such time as the principal of, premium, if any, and interest on, the Bonds shall have been fully paid, or provision for the payment thereof shall have been made as required by the Indenture, the Company (i) will not suspend or discontinue any payments provided for in Section 4.2; (ii) will perform and observe all of its other covenants contained in this Agreement; and (iii) except as provided in Article VIII hereof, will not terminate this Agreement for any cause, including, without limitation, the occurrence of any act or circumstances that may constitute failure of consideration, destruction of or damage to all or a portion of those facilities or equipment comprising the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either of these, or any failure of the Authority or the Trustee to perform and observe any covenant, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement or the Indenture, except to the extent permitted by this Agreement.

Unconditional Obligation. The obligations obligation of the Company Borrower to make the Loan Payments, the Additional Payments and the other payments required by Section 4.2 hereof pursuant to this Agreement and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall be binding and enforceable in all circumstances whatsoeverunconditional, irrespective of any defense or any rights of set-off, recoupment or counterclaim it might otherwise have against the AuthorityIssuer, and during the term of this Agreement, the Company Borrower shall pay all (or cause to be paid) absolutely the payments required to be made on account of this Agreement (which payments shall be net of any other obligations of the Company) loan as prescribed in Section 4.2 and all other payments required hereunderas prescribed herein, free of any deductions and without abatement, diminution or set-off. The Company shall be obligated to make the payments whether or not the Project has come into existence or become functional and whether or not the Project has ceased to exist or to be functional to any extent and from any cause whatsoever. The Company shall be obligated to make such payments regardless of whether the Company is in possession or is entitled to be in possession of the Project or any part thereof. Until such time as the principal of, of and premium, if any, and interest on, on the Bonds shall have been fully paid, or provision provisions for the payment thereof shall have been made as required by the Indenture, the Company Borrower (i) will not suspend or discontinue any payments required hereunder, including payments provided for in Section 4.24.2 hereof; (ii) will perform and observe all of its other covenants contained in this Agreement; and (iii) except as provided in Article VIII VII hereof, will not terminate this Agreement for any cause, including, without limitation, the occurrence of any act or circumstances circumstance that may constitute failure of consideration, destruction of or damage to all or a portion of those facilities or equipment comprising the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either of thesethem, or any failure of the Authority Issuer or the Trustee to perform and observe any covenant, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement or the Indenture, except to the extent permitted by this Agreement.. SECTION 4.4

Unconditional Obligation. The obligations of the Company Borrower hereunder, including the obligation of the Borrower [page 15 missing] made on the 90th day after the date on which the opinion described in clause (i) is delivered or the determination described in clause (ii) becomes final or on such earlier date as the Borrower may designate by notice given to make the Loan Payments, Trustee at least 45 days prior to such designated date. If such redemption shall occur in accordance with the Additional Payments and the other payments required by Section 4.2 hereof and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall be binding and enforceable in all circumstances whatsoever, irrespective of any defense or any rights of set-off, recoupment or counterclaim it might otherwise have against the Authority, and during the term terms of this Agreement, then such failure by the Company shall pay all payments required Borrower to be made on account of this Agreement (which payments shall be net observe such covenant or agreement, or the inaccuracy of any other obligations such representations will not, in and or itself, constitute an Event of Default hereunder. If the Company) as prescribed in Section 4.2 and all other payments required hereunder, free of any deductions and without abatement, diminution or set-off. The Company shall be obligated to make the payments whether or not the Project has come into existence or become functional and whether or not the Project has ceased to exist or to be functional to any extent and Trustee receives written notice from any cause whatsoever. The Company shall be obligated to make such payments regardless of whether the Company is in possession or is entitled to be in possession of the Project or any part thereof. Until such time as the principal of, premium, if any, and interest on, the Bonds shall have been fully paid, or provision for the payment thereof shall have been made as required by the Indenture, the Company Bondowner stating that (i) will not suspend such Bondowner has been notified in writing by the Internal Revenue Service that it proposes to include the interest on the Bonds in the gross income of such owner for federal income tax purposes, or discontinue any payments provided for in Section 4.2; other proceeding has been instituted against such owner which may lead to alike determination, and (ii) such owner will perform and observe all afford the Borrower the opportunity to contest the same, either directly or in the name of its other covenants contained in this Agreement; and (iii) except as provided in Article VIII hereofsuch owner, will not terminate this Agreement for until the conclusion of any causeappellate review, including, without limitationthen the Trustee shall promptly give notice thereof to the Borrower, the occurrence Agency, and each Bondowner whose Bonds may be affected. The Trustee shall thereafter keep itself reasonably informed of the progress of any act administrative proceedings or circumstances litigation relating to such notice of determination, provided, however, that may constitute failure the Trustee shall not be deemed to have knowledge of consideration, destruction a final determination for purposes of or damage to all or a portion of those facilities or equipment comprising the Project, commercial frustration of purpose, any change in the tax or other laws clause (ii) of the United States of America or of preceding paragraph until it is so notified In writing by the State or any political subdivision of either of these, or any failure of the Authority or the Trustee to perform and observe any covenant, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement or the Indenture, except to the extent permitted by this Agreement.Borrower. (b)