Agenda - Council - 08/13/2013 - Laserfiche WebLink

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if such failure shall continue for a period of 5 days after notice from the Trustee the Company agrees to pay the same with interest thereon from the date thereof at the Late Payment Rate to the extent permitted by law. (f} All Other Amounts. The Company also agrees to pay all other amounts duc and payable under this Agreement and the Indenture, including amounts paid by the Trustee on behalf of the Company for taxes or insurance, payments in lieu of taxes, rebate amounts due the federal government or other amounts allowed to be paid and paid by the Trustee hereunder or under the Indenture. Section 4.3 Obligations of the Company Hereunder Unconditional; Rights Assigned. The obligations of the Company to make the payments required in Section 4.2 and other sections hereof and to perform and observe the other agreements contained herein shall be absolute and unconditional general obligations of the Company and shall not be subject to any defense or any right of setoff, abatement, counterclaim or recoupment arising out of any breach by the Issuer or the Trustee of any obligation to the Company, whether hereunder or otherwise, or out of any Indebtedness or liability at any time owing to the Company by the Issuer or the Trustee and until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Company (i) will not suspend or discontinue any payments provided for in Section 4.2 hereof, (ii) will perform and observe all other agreements contained in this Agreement and (iii) except as provided in Article IX hereof, will not terminate this Agreement for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Schoolhouse, the taking by eminent domain of title to or temporary use of any or all of the Schoolhouse, 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 thereof or any failure of the Issuer or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement. Nothing contained in this Section shall be construed to release the Issuer or the Trustee from the performance of any of the agreements on their part herein contained, and in the event the Issuer or the Trustee should fail to perform any such agreement on their part, the Company may institute such action against the Issuer or the Trustee or both, as the Company may deem necessary to compel performance so long as such action does not abrogate the obligations of the Company contained in the first sentence of this Section. The Company may, however, at the Company's own cost and expense and in the Company's own name or in the name of the Issuer, prosecute or defend any action or proceeding or take any other action involving third persons which the Company deems reasonably necessary in order to secure or protect the Company's right of possession, occupancy and use hereunder, and in such event the Issuer hereby agrees to cooperate fully with the Company and to take all action necessary to effect the substitution of the Company for the Issuer in any such action or proceeding if the Company shall so request. Under the Indenture, the Issuer has, as additional security for the Bonds, assigned, transferred, pledged and granted a security interest in certain of its rights under this Agreement to the Trustee. The Trustee is hereby given the right to enforce the performance of the obligations of the Company, but only as set forth in the Indenture, and the Company hereby consents to the same and agrees that the Trustee may enforce such rights as provided in the Indenture, and the Company will make payments required hereunder directly to the Trustee. I6 5G008G1v1