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85- OO635� <br />Indenture for which Trustee and such other persons are <br />entitled to payment or reimbursement, provided that <br />Company may, without creating a default hereunder, <br />contest in good faith the necessity or reasonableness of <br />any such services, fees or expenses other than Trustee's <br />fees for ordinary services or ordinary expenses. <br />(b) To issuer, all reasonable expenses indurred by <br />Issuer in relation to the financing of the Project which <br />are not otherwise required to be paid by Company under <br />the terms of this Agreement. <br />Section 5.5. Obligations of Company Hereunder Uncondi- <br />tional. The obligations of Company to make the payments <br />required in Sections 5.2, 5.3 and 5.4 and other Sections hereof <br />and to perform and observe the other agreements contained <br />herein shall be absolute and unconditional and shall not be <br />subject to any defense or any right of set -off, counterclaim or <br />recoupment arising out of any breach by Issuer of any <br />obligation to Company, whether hereunder or otherwise, or out <br />of any indebtedness or liability at any time owing to Company <br />by Issuer and until such time as the principal of and premium, <br />if any, and interest on the Bonds shall have been fully paid or <br />provision for the payment thereof shall have been made in <br />accordance with the Indenture, Company (i) will not suspend or <br />discontinue any payments provided for in Sections 5.2, 5.3 or <br />5.4 hereof, (ii) will perform and observe all other agreements <br />contained in this Agreement, and (iii) except as provided in <br />Article X hereof, will not terminate the Lease Term for any <br />cause including, without limitation, failure of Company to <br />complete or occupy the Project, the occurrence of any acts or <br />circumstances that may constitute failure of consideration, <br />eviction or constructive eviction, destruction of or damage to <br />the Project, the taking by eminent domain of title to or <br />temporary use of the Project or any portion thereof, commercial <br />frustration of purpose, any change in the tax or other laws of <br />the United States of America or of the State or any political <br />subdivision of either thereof or any failure of Issuer to <br />perform and observe any agreement, whether express or implied, <br />or any duty, liability or obligation arising out of or <br />connected with this Agreement, it being the intention of the <br />parties that the payments required hereunder will be paid in <br />full when due without any delay or diminution whatsoever. <br />Nothing contained in this Section shall be construed to release <br />issuer from the performance of any of the agreements on its <br />part contained in this Agreement. In the event Issuer should <br />fail to perform any agreement on its part contained in this <br />Agreement, Company may institute such action against Issuer as <br />Company may deem necessary to compel performance so long as <br />such action does not abrogate the obligations of Company <br />contained in the first sentence of this Section 5.5. <br />-28- <br />