Common use of Liability of the Owner Clause in Contracts

Liability of the Owner. The obligation of the Owner to repay the Loan and to make any and all payments to ▇▇▇▇▇▇▇ Mac required by this Agreement or any other Borrower Document shall not be subject to diminution by set-off, recoupment, counterclaim, abatement or otherwise. Until the latest of the date on which (i) all the Bonds have been fully paid (or provision made therefor as a legal defeasance) in accordance with the Indenture, (ii) the Credit Enhancement Agreement has been terminated in accordance with its terms, and (iii) all amounts due and owing ▇▇▇▇▇▇▇ Mac under this Agreement or any other Borrower Document have been paid, the Owner (a) shall continue to have the obligation to repay the Loan as aforesaid, and (b) shall perform and observe all of its other obligations contained in this Agreement, the Borrower Documents and all other documents contemplated hereby or thereby. The obligations of the Owner under this Agreement shall be absolute, unconditional and irrevocable and shall be paid and performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever, including, without limitation, the following circumstances: (a) any invalidity or unenforceability of any of the Borrower Documents or any other agreement or instrument related to the Borrower Documents; (b) any amendment or waiver of, or any consent to or departure from, the terms of the Credit Enhancement Agreement, any of the other Borrower Documents, or any other agreement or instrument related to the Borrower Documents, any extensions of time or other modifications of the terms and conditions for any act to be performed in connection with the Credit Enhancement Agreement; (c) the existence of any claim, set-off, defense or other right which the Owner may have at any time against ▇▇▇▇▇▇▇ Mac, the Servicer, the Issuer, the Trustee, the Tender Agent, the Remarketing Agent, or any other Person, whether in connection with this Agreement, any of the other Borrower Documents, the Project, or any unrelated transaction; (d) the surrender or impairment of any security for the performance or observance of any of the agreements or terms of this Agreement or the other Borrower Documents; (e) defect in title to the Project, any acts or circumstances that may constitute failure of consideration, destruction of, damage to or condemnation of the Project, commercial frustration of purpose, or any change in the tax or other laws of the United States of America or of any State or any political subdivision of the same, (f) the breach by ▇▇▇▇▇▇▇ Mac, the Servicer, the Issuer, the Trustee, the Tender Agent, the Remarketing Agent, or any other Person of its obligations under any Borrower Document or (g) any other circumstance, happening or omission whatsoever.