Common use of Obligations of the Company Absolute and Unconditional Clause in Contracts

Obligations of the Company Absolute and Unconditional. The obligations of the Company to make the payments required and to perform the covenants contained in Sections 6.4, 6.5, 6.6, 6.10, 7.1 and 8.3 and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall not be subject to diminution by set-off, counterclaim, abatement or otherwise. Until payment of all Debt Service relating to the Bonds has been made, the Company (a) will not suspend or discontinue any payments provided for in this Loan Agreement, except to the extent the same have been prepaid, (b) will perform and observe all its other agreements contained herein, and (c) except as provided in Section 9.1, will not terminate this Loan Agreement for any cause, including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, sale, loss, eviction or constructive eviction, destruction of or damage to the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the Commonwealth or any political subdivision of either, or any failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or in connection herewith or with the Indenture. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained and in the event the Issuer shall fail to perform any such agreement on its part, the Company may take such action as the Company may deem necessary to perform or compel performance, provided that no such action shall violate the agreements on the part of the Company contained in this Loan Agreement or postpone or diminish the amounts required to be paid by the Company pursuant to this Loan Agreement. Upon the issuance and delivery of the Bonds to the initial purchasers thereof, the Company shall have received, and the Issuer shall have given, full and complete consideration for the Company's obligation hereunder to make Installment Loan Payments.

Obligations of the Company Absolute and Unconditional. The obligations of the Company to make the payments required and to perform the covenants contained in Sections 6.4, 6.5, 6.6, 6.10, 7.1 and 8.3 and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall not be subject to diminution by set-off, counterclaim, abatement or otherwise. Until payment of all Debt Service amounts relating to the Bonds has been made, the Company (a) will not suspend or discontinue any payments provided for in this Loan Agreement, except to the extent the same have been prepaid, (b) will perform and observe all its other agreements contained herein, and (c) except as provided in Section 9.1, will not terminate this Loan Agreement for any cause, including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, sale, loss, eviction or constructive eviction, destruction of or damage to the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the Commonwealth or any political subdivision of either, or any failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or in connection herewith or with the Indenture. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained and in the event the Issuer shall fail to perform any such agreement on its part, the Company may take such action as the Company may deem necessary to perform or compel performance, provided that no such action shall violate the agreements on the part of the Company contained in this Loan Agreement or postpone or diminish the amounts required to be paid by the Company pursuant to this Loan Agreement. Upon the issuance and delivery of the Bonds to the initial purchasers thereof, the Company shall have received, and the Issuer shall have given, full and complete consideration for the Company's obligation hereunder to make Installment Loan Payments.

Obligations of the Company Absolute and Unconditional. The obligations of the Company to make the payments required and to perform the covenants contained in Sections 6.4, 6.5, 6.6, 6.10, 7.1 and 8.3 and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall not be subject to diminution by set-off, counterclaim, abatement or otherwise. Until (i) payment of all Debt Service relating to the Bonds shall have been made, (ii) the Company shall have satisfied all of its obligations to the Bank pursuant to the Indenture, this Agreement and the Liquidity Facility (if any), and (iii) all fees, indemnities, expenses and charges of the Issuer, Local XXX, the Trustee, the Paying Agent and the Remarketing Agent have been fully paid or provision satisfactory to such parties has been mademade for such payment, the Company (a) will not suspend or discontinue any payments provided for in this Loan Agreement, except to the extent the same have been prepaid, (b) will perform and observe all its other agreements contained herein, and (c) except as provided in Section 9.1, will not terminate this Loan Agreement for any cause, including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, sale, loss, eviction or constructive eviction, destruction of or damage to the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the Commonwealth or any political subdivision of either, or any failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or in connection herewith or with the Indenture. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained and in the event the Issuer shall fail to perform any such agreement on its part, the Company may take such action as the Company may deem necessary to perform or compel performance, provided that no such action shall violate the agreements on the part of the Company contained in this Loan Agreement or postpone or diminish the amounts required to be paid by the Company pursuant to this Loan Agreement. Upon the issuance and delivery of the Bonds to the initial purchasers thereof, the Company shall have received, and the Issuer shall have given, full and complete consideration for the Company's obligation hereunder to make Installment Loan Payments.

Obligations of the Company Absolute and Unconditional. The obligations of the Company to make the payments required and to perform the covenants contained in Sections 6.43.1, 6.54.4, 6.64.5, 6.104.6, 4.7, 7.1 and 8.3 9.3 and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall not be subject to diminution by set-off, counterclaim, abatement or otherwise. Until payment of all Debt Service relating principal of, premium, if any, and interest on the Bonds, and payment in full of the purchase price of any Bonds purchased pursuant to the Bonds has been madeIndenture, and payment of all other amounts payable by the Company hereunder, the Company (a) will not suspend or discontinue any payments provided for in this Loan Agreement, except to the extent the same have been prepaid, (b) will perform and observe all its other agreements contained herein, and (c) except as provided in Section 9.17.6, will not terminate this Loan Agreement for any cause, including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, sale, loss, eviction or constructive eviction, destruction of or damage to the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the Commonwealth State or any political subdivision of either, or any failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or in connection herewith or with the Indenture. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained and in the event the Issuer shall fail to perform any such agreement on its part, the Company may take such action as the Company may deem necessary to perform or compel performance, provided that no such action shall violate the agreements on the part of the Company contained in this Loan Agreement or postpone or diminish the amounts required to be paid by the Company pursuant to this Loan Agreement. Upon the issuance and delivery of the Bonds to the initial purchasers thereof, the Company shall have received, and the Issuer shall have given, full and complete consideration for the Company's ’s obligation hereunder to make Installment Loan Payments.

Obligations of the Company Absolute and Unconditional. The obligations of the Company to make the payments required and to perform the covenants contained in Sections 6.4, 6.5, 6.6, 6.9, 6.10, 7.1 and 8.3 and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall not be subject to diminution by set-off, counterclaim, abatement or otherwise. Until payment of all Debt Service amounts relating to the Bonds has been made, the Company (a) will not suspend or discontinue any payments provided for in this Loan Agreement, except to the extent the same have been prepaid, (b) will perform and observe all its other agreements contained herein, and (c) except as provided in Section 9.1, will not terminate this Loan Agreement for any cause, including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, sale, loss, eviction or constructive eviction, destruction of or damage to the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the Commonwealth or any political subdivision of either, or any failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or in connection herewith or with the Indenture. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained and in the event the Issuer shall fail to perform any such agreement on its part, the Company may take such action as the Company may deem necessary to perform or compel performance, provided that no such action shall violate the agreements on the part of the Company contained in this Loan Agreement or postpone or diminish the amounts required to be paid by the Company pursuant to this Loan Agreement. Upon the issuance and delivery of the Bonds to the initial purchasers thereof, the Company shall have received, and the Issuer shall have given, full and complete consideration for the Company's ’s obligation hereunder to make Installment Loan Payments.

Obligations of the Company Absolute and Unconditional. The obligations of the Company to make the payments required and to perform the covenants contained in Sections 6.42.2, 6.53.1, 6.64.4, 6.104.5, 4.6, 4.7, 7.1 and 8.3 9.3 and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall not be subject to diminution by set-off, counterclaim, abatement or otherwise. Until payment of all Debt Service relating principal of, premium, if any, and interest on the Bonds, and payment in full of the purchase price of any Bonds purchased pursuant to the Bonds has been madeIndenture, and payment of all other amounts payable by the Company hereunder, the Company (a) will not suspend or discontinue any payments provided for in this Loan Agreement, except to the extent the same have been prepaid, (b) will perform and observe all its other agreements contained herein, and (c) except as provided in Section 9.17.6, will not terminate this Loan Agreement for any cause, including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, sale, loss, eviction or constructive eviction, destruction of or damage to the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the Commonwealth State or any political subdivision of either, or any failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or in connection herewith or with the Indenture. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained and in the event the Issuer shall fail to perform any such agreement on its part, the Company may take such action as the Company may deem necessary to perform or compel performance, provided that no such action shall violate the agreements on the part of the Company contained in this Loan Agreement or postpone or diminish the amounts required to be paid by the Company pursuant to this Loan Agreement. Upon the issuance and delivery of the Bonds to the initial purchasers thereof, the Company shall have received, and the Issuer shall have given, full and complete consideration for the Company's obligation hereunder to make Installment Loan Payments.

Obligations of the Company Absolute and Unconditional. The obligations of the Company and the Issuer to make the payments required and to perform the covenants contained in Sections 6.4, 6.5, 6.6, 6.10, 7.1 and 8.3 Section 5.2 and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall not be subject to diminution by set-off, counterclaim, abatement or otherwise. Until payment of all Debt Service relating to such time as the principal of, and the interest on, the Bonds has shall have been madepaid in full, the Company (a) will not suspend or discontinue any payments provided for in this Loan Agreement, Section 5.2 except to the extent the same have been prepaid, (b) will perform and observe all its other agreements contained herein, and (c) except as provided in Section 9.1Sections 10.1, 10.2 and 10.3, will not terminate this Loan Agreement for any cause, including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, sale, loss, eviction or constructive eviction, destruction of or damage to the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the Commonwealth State or any political subdivision of either, or any failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or in connection herewith or with the Indenture. Nothing contained in this Section shall be construed to release the Issuer issuer from the performance of any of the agreements on its part herein contained contained; and in the event if the Issuer shall should fail to perform any such agreement on its partagreement, the Company may take institute such action against the Issuer as the Company may deem necessary to perform compel performance or compel performance, provided that no recover its damages for nonperformance so long as such action shall violate not affect or alter the agreements on the part of the Company contained in this Loan Agreement or postpone or diminish the amounts required to preceding sentence. Nothing contained herein shall be paid by construed as a waiver of any rights which the Company pursuant to may have against the Issuer under this Loan Agreement. Upon the issuance and delivery of the Bonds to the initial purchasers thereof, or against any person under this Agreement, the Company shall have receivedIndenture or otherwise, and the Issuer shall have given, full and complete consideration for the Company's obligation hereunder to make Installment Loan Paymentsor under any provision of law.

Obligations of the Company Absolute and Unconditional. The Subject to the provisions of Section 6.5 hereof, the obligations of the Company to make or to cause (pursuant to the Letter of Credit) to be made the payments required and to perform the covenants contained in Sections 6.4, 6.5, 6.6, 6.10, 7.1 4.2 and 8.3 4.4 and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall not be subject to diminution by set-off, counterclaim, abatement or otherwiseotherwise by reason of any action or inaction of the Trustee, the Issuer or any third party. Until payment of all Debt Service relating to such time as the principal of, and the interest on, the Bonds has shall have been madepaid in full, the Company (a) will not suspend or discontinue any payments provided for in this Loan Agreement, Sections 4.2 and 4.4 except to the extent the same have been prepaid, (b) will perform and observe all its other agreements contained herein, and (c) except as provided in Section 9.1Article VII hereof, will not terminate this Loan Agreement for any cause, including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, sale, loss, eviction or constructive eviction, destruction of or damage to the Project, condemnation, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the Commonwealth State or any political subdivision of either, or any failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or in connection herewith or with the Indenture. Notwithstanding the foregoing, the obligation of the Company to make payments hereunder shall be satisfied and discharged to the extent moneys are received by the Trustee pursuant to the Letter of Credit. Nothing contained in this Section herein shall be construed to release the Issuer from the performance as a waiver of any rights which the Company may have against any person under this Loan Agreement, the Indenture or otherwise, or under any provision of law; provided, however, that the agreements on its part herein contained and Company shall pursue any rights or remedies against the Trustee, any Bondholder or any third party in connection herewith, or in connection with the event the Issuer shall fail to perform any such agreement on its partIndenture, the Company may take such Documents, the Bank Documents or otherwise relating to the Bonds and security therefor only in a separate action, and not by way of any set-off, counterclaim, cross-claim or third party action as in any suit brought to enforce the rights of the bondholders, the Trustee or the Issuer under this Loan Agreement, the Indenture, the Company may deem necessary Documents, the Bank Documents or otherwise in connection herewith; and provided further, that in order to perform or compel performance, provided that no such action shall violate preserve the agreements on the part right of the Company contained to raise such issues in any separate suit, any claim of the Company which, but for this Loan Agreement or postpone or diminish Section 4.5, would be a compulsory counterclaim, shall be identified as such in the amounts required to be paid first responsive pleading filed by the Company pursuant to this Loan Agreement. Upon any action brought by the issuance and delivery of the Bonds to the initial purchasers thereofIssuer, the Company shall have receivedTrustee, and the Issuer shall have given, full and complete consideration for the Company's obligation hereunder to make Installment Loan Paymentsany Bondholder or any person.

Obligations of the Company Absolute and Unconditional. The obligations of the Company to make the payments required and to perform the covenants contained in Sections 6.45.4, 6.55.5, 6.65.6, 6.105.7, 7.1 5.11, 6.1 and 8.3 7.3 and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall not be subject to diminution by set-off, counterclaim, abatement or otherwise. Until payment of all Debt Service relating to the Bonds, and payment in full of the Purchase Price of any Bonds has been madepurchased pursuant to the Indenture, the Company (a) will not suspend or discontinue any payments provided for in this Loan Agreement, except to the extent the same have been prepaid, (b) will perform and observe all its other agreements contained herein, and (c) except as provided in Section 9.16.2, will not terminate this Loan Agreement for any cause, including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, sale, loss, eviction or constructive eviction, destruction of or damage to the ProjectFacilities, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the Commonwealth State or any political subdivision of either, or any failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or in connection herewith or with the Indenture. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained and in the event the Issuer shall fail to perform any such agreement on its part, the Company may take such action as the Company may deem necessary to perform or compel performance, provided that no such action shall violate the agreements on the part of the Company contained in this Loan Agreement or postpone or diminish the amounts required to be paid by the Company pursuant to this Loan Agreement. Upon the issuance and delivery of the Bonds to the initial purchasers thereof, thereof the Company shall have received, and the Issuer shall have given, full and complete consideration for the Company's obligation hereunder to make Installment Loan Sale Payments.

Obligations of the Company Absolute and Unconditional. The Subject to the provisions of Section 6.5 hereof, the obligations of the Company to make or to cause (pursuant to the Credit Facility) to be made the payments required and to perform the covenants contained in Sections 6.4, 6.5, 6.6, 6.10, 7.1 4.2 and 8.3 4.4 and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall not be subject to diminution by set-off, counterclaim, abatement or otherwiseotherwise by reason of any action or inaction of the Trustee, the Issuer or any third party. Until payment of all Debt Service relating to such time as the principal of, and the interest on, the Bonds has shall have been madepaid in full, the Company (a) will not suspend or discontinue any payments provided for in this Loan Agreement, Sections 4.2 and 4.4 except to the extent the same have been prepaid, (b) will perform and observe all its other agreements contained herein, and (c) except as provided in Section 9.1Article VII hereof, will not terminate this Loan Agreement for any cause, including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, sale, loss, eviction or constructive eviction, destruction of or damage to the Project, condemnation, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the Commonwealth State or any political subdivision of either, or any failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or in connection herewith or with the Indenture. Notwithstanding the foregoing, the obligation of the Company to make payments hereunder shall be satisfied and discharged to the extent moneys are received by the Trustee pursuant to the Credit Facility or the Confirmation, if applicable, remarketing proceeds (with respect to the Purchase Price) or other available sources under the Indenture. Nothing contained in hi this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained contained; and in the event if the Issuer shall should fail to perform any such agreement on its partagreement, the Company may take institute such action against the Issuer as the Company may deem necessary to perform or compel performance, provided that no performance so long as such action shall violate not impair the agreements on the part of the Company hereunder. Nothing contained in herein shall be construed as a waiver of any rights which Company may have against the Issuer under this Loan Agreement Agreement, or postpone against any person under this Loan Agreement, the Indenture or diminish otherwise, or under any provision of law; provided, however, that the amounts required Company shall pursue any rights or remedies against the Issuer, the Trustee, any Owner or any third party in connection herewith, or in connection with the Indenture, the Company Documents or otherwise relating to the Bonds and security therefor only in a separate action, and not by way of any set-off, counterclaim, cross-claim or third party action in any suit brought to enforce the rights of the Owners, the Trustee or the Issuer under this Loan Agreement, the Indenture, the Company Documents or otherwise in connection herewith; and provided further, that in order to preserve the right of the Company to raise such issues in any separate suit, any claim of the Company which, but for this Section 4.5 would be paid a compulsory counterclaim, shall be identified as such in the first responsive pleading filed by the Company pursuant to this Loan Agreement. Upon any action brought by the issuance and delivery of the Bonds to the initial purchasers thereofIssuer, the Company shall have receivedTrustee, and the Issuer shall have given, full and complete consideration for the Company's obligation hereunder to make Installment Loan Paymentsany Owner or any person.

Obligations of the Company Absolute and Unconditional. The obligations of the Company to make the payments required and to perform the covenants contained in Sections 6.45.4, 6.55.5, 6.65.6, 6.105.10, 7.1 6.1 and 8.3 7.3 and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall not be subject to diminution by set-off, counterclaim, abatement or otherwise. Until (i) payment of all Debt Service relating to the 2008A Bonds shall have been made, (ii) the Company shall have satisfied all of its obligations to the Bank pursuant to the Indenture, this Agreement, the Letter of Credit and the Reimbursement Agreement, and (iii) all fees, indemnities, expenses and charges of the Issuer, Local XXX, the Trustee, the Paying Agent and the Remarketing Agent have been fully paid or provision satisfactory to such parties has been mademade for such payment, the Company (a) will not suspend or discontinue any payments provided for in this Loan Agreement, except to the extent the same have been prepaid, (b) will perform and observe all its other agreements contained herein, and (c) except as provided in Section 9.18.1, will not terminate this Loan Agreement for any cause, including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, sale, loss, eviction or constructive eviction, destruction of or damage to the ProjectProject Facilities, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the Commonwealth or any political subdivision of either, or any failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or in connection herewith or with the Indenture. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained and in the event the Issuer shall fail to perform any such agreement on its part, the Company may take such action as the Company may deem necessary to perform or compel performance, provided that no such action shall violate the agreements on the part of the Company contained in this Loan Agreement or postpone or diminish the amounts required to be paid by the Company pursuant to this Loan Agreement. Upon the issuance and delivery of the 2008A Bonds to the initial purchasers thereof, the Company shall have received, and the Issuer shall have given, full and complete consideration for the Company's obligation hereunder to make Installment Loan Payments.