Common use of Unconditional Obligation Clause in Contracts

Unconditional Obligation. This Lease Agreement may not be terminated by any Obligor except solely as expressly provided in Section 12(a). Notwithstanding anything to the contrary in this Lease Agreement, subject to the first sentence of this Section 8(b), the Obligors’ obligations to make all payments due under this Lease Agreement through and including the Final Spectrum Lease Payment Date (determined without giving effect to and notwithstanding any failure of the FCC to renew any License(s)) shall be unconditional, irrevocable and irrespective of, without limitation, (1) the validity, enforceability, discharge, disaffirmance, settlement, rejection or compromise (by any Person, including a trustee in bankruptcy) of such obligations or of this Lease Agreement, (2) the absence of any attempt to collect such amounts, (3) the waiver or consent by Lessors with respect to any provision of this Lease Agreement, (4) any change of the time, manner or place of payment, or of any other term, of any lease payment or any other fee or amount required to be paid by the Obligors under this Lease Agreement, (5) any law, regulation or order of any jurisdiction affecting any term of any obligations of the Obligors hereunder or rights of Lessors with respect thereto, (6) any full or partial revocation, cancellation, termination, reclamation, taking, suspension or non-renewal of the Licenses for any reason, including (x) any non-renewal pursuant to Section 7, (y) the failure to satisfy any build-out requirements and (z) any act or omission to act of any officer, employee, member, owner, or other representative of Lessors or any Affiliate of Lessors, where “Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with such Person, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise (and “Controlled” has the meaning correlative thereto), (7) any default or breach by Lessors or the Obligors under this Lease Agreement, or (8) any other circumstances or occurrences that might otherwise constitute a legal or equitable discharge or defense. The Obligors waive any and all rights to set-offs, withholding, reductions, recovery and counterclaims, presentments and all judicial demands for performance against Lessors. The Obligors’ obligations hereunder shall not be affected in any way in the event of any sublease or assignment whether or not permitted under the terms of this Lease Agreement. This Section 8(b) shall survive termination of this Lease Agreement.

Unconditional Obligation. This The Program Lessee hereby acknowledges and agrees that the obligation of the Program Lessee to pay all Required Interest Payments and Additional Payments due hereunder and any required Program Operating Lease Agreement may Termination Value, and the rights of the Program Lessor in and to such Required Interest Payments and Additional Payments and Program Operating Lease Termination Value, shall be absolute and unconditional and shall not be terminated affected by any Obligor circumstance of any character, including, without limitation, (a) any set-off, abatement, counterclaim, suspension, recoupment, reduction, defense or other right or claim which the Program Lessee may have against the Program Lessor, the Indenture Trustee, in its individual capacity or as Indenture Trustee, any holder of a Senior Note, Subordinated Note or Lease Trust Certificate, or any other Person for any reason whatsoever; (b) the breach or failure of any warranty or representation made in, or the failure to perform or comply with any of the terms of, this Program Operating Lease by the Program Lessor, the Indenture Trustee, any holder (other than the Program Lessee) of a Senior Note, Subordinated Note or Lease Trust Certificate or any other Person; (c) any amendment or other change of, or any assignment of rights under, this Program Operating Lease or any other Basic Document, or any waiver, action or inaction under or in respect of this Program Operating Lease, or any exercise or non-exercise of any right or remedy under this Program Operating Lease, including, without limitation, the exercise of any foreclosure or other remedy under the Indenture, this Program Operating Lease or the sale of the Series 1996-1 Certificates, or any part thereof or any interest therein; (d) any insolvency, bankruptcy or similar law affecting creditors' rights generally; (e) any claims as a result of any other business dealings by the Program Lessor, the Program Lessee or any Affiliate thereof, or the Indenture Trustee; (f) any defect in or any Lien on the title to the Series 1996-1 Certificates or any part thereof; (g) any change, waiver, extension, indulgence or other act or omission in respect of any obligation or liability of the Program Lessor or the Program Lessee; (h) any alleged failure on the part of the Program Lessor to perform or comply with any of the terms hereof or any other agreement; (i) any invalidity or unenforceability or disaffirmance of this Program Operating Lease or any provision hereof or any of the other Basic Documents; (j) any assignment, novation, merger, consolidation, sale or transfer of assets, leasing or other similar transaction of or affecting the Program Lessee or Program Lessor, whether with or without the approval of the Indenture Trustee except solely as expressly provided in Section 12(a)this Program Operating Lease; or (k) any other circumstance or happening whatsoever whether or not similar to any of the foregoing. Notwithstanding anything to Each Required Interest Payment and Additional Payment made by the contrary in this Lease AgreementProgram Lessee hereunder shall be final and, subject to the first sentence of this Section 8(b)absent manifest error, the Obligors’ obligations Program Lessee shall not seek to make have any right to recover all payments due under this Lease Agreement through and including the Final Spectrum Lease Payment Date (determined without giving effect to and notwithstanding or any failure of the FCC to renew any License(s)) shall be unconditional, irrevocable and irrespective of, without limitation, (1) the validity, enforceability, discharge, disaffirmance, settlement, rejection or compromise (by any Person, including a trustee in bankruptcy) part of such obligations or of this Lease Agreement, (2) payment from the absence of any attempt to collect such amounts, (3) the waiver or consent by Lessors with respect to any provision of this Lease Agreement, (4) any change of the time, manner or place of payment, or of any other term, of any lease payment Program Lessor or any other fee or amount required to be paid by the Obligors under this Lease Agreement, (5) any law, regulation or order of any jurisdiction affecting any term of any obligations of the Obligors hereunder or rights of Lessors with respect thereto, (6) any full or partial revocation, cancellation, termination, reclamation, taking, suspension or non-renewal of the Licenses Person for any reason, including (x) any non-renewal pursuant to Section 7, (y) the failure to satisfy any build-out requirements and (z) any act or omission to act of any officer, employee, member, owner, or other representative of Lessors or any Affiliate of Lessors, where “Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with such Person, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise (and “Controlled” has the meaning correlative thereto), (7) any default or breach by Lessors or the Obligors under this Lease Agreement, or (8) any other circumstances or occurrences that might otherwise constitute a legal or equitable discharge or defensereason whatsoever. The Obligors waive Program Lessee hereby waives, to the extent permitted by Applicable Law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to set-offsterminate, withholdingcancel, reductions, recovery and counterclaims, presentments and all judicial demands for performance against Lessors. The Obligors’ obligations hereunder shall not be affected quit or surrender this Program Operating Lease except in any way in accordance with the event of any sublease or assignment whether or not permitted under the express terms of this Lease Agreement. This Section 8(b) shall survive termination of this Lease Agreementhereof.

Unconditional Obligation. This Lease Agreement may not The obligations of Oglethorpe hereunder are absolute and unconditional and will be terminated by any Obligor except solely as expressly provided paid or performed strictly in Section 12(a). Notwithstanding anything to the contrary in accordance with this Lease Agreement, subject to the first sentence of this Section 8(b), the Obligors’ obligations to make all payments due under this Lease Agreement through and including the Final Spectrum Lease Payment Date (determined without giving effect to and notwithstanding any failure of the FCC to renew any License(s)) shall be unconditional, irrevocable and irrespective of, without limitationand Oglethorpe waives any defense to the performance of its obligations hereunder as a result of: (a) any lack of validity or enforceability of, or any amendment or other modification of, extension of time for performance under or compliance under, or waiver with respect to, this Agreement, any of the Operative Documents, any of the AMBAC Surety Documents or any of the other Surety Bond Documents or any other instrument, document or agreement; (1b) any exchange, release or nonperfection of any security interest in property now or hereafter securing any obligation, whenever arising, under this Agreement, any of the Operative Documents, any of the AMBAC Surety Documents or any of the other Surety Bond Documents or any other instrument, document or agreement; (c) any circumstances which might otherwise constitute a defense available to, or discharge of, Oglethorpe with respect to this Agreement, any of the Operative Documents, any of the AMBAC Surety Documents or any of the other Surety Bond Documents or any other instrument, document or agreement; (d) whether or not any of the acts mentioned in any of the provisions of this Agreement, any of the Operative Documents, any of the AMBAC Surety Documents or any of the other Surety Bond Documents or any other instrument, document or agreement referred to herein or therein shall be done or omitted; (e) whether the maturity of any Covered Obligations shall be accelerated, or any Covered Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Operative Documents, the Surety Bond Documents, the AMBAC Surety Documents or any other instrument, document or agreement referred to herein or therein shall be waived or any other guarantee for any Covered Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (f) any loss of possession of the Facility by Oglethorpe, whether by reason of the foreclosure of the Oglethorpe Mortgage or otherwise; (g) the bankruptcy or insolvency of Oglethorpe, the Facility Lessor, the Owner Participant, AMBAC or Berkshire or any reorganization, arrangement, compromise, composition, liquidation or plan affecting Oglethorpe, the Facility Lessor, the Owner Participant, AMBAC or Berkshire shall occur; or (h) whether this Agreement, any of the Surety Bond Documents, any Operative Document or other instrument, document or agreement referred to herein or therein shall be rejected or limited in any bankruptcy, insolvency or similar proceeding (nothing herein being a concession that any obligation hereunder or thereunder is properly classifiable as an executory obligation). Oglethorpe assumes all risks of the acts or omissions of the Beneficiaries of the Surety Bonds with respect to their use of the Surety Bonds and the proceeds thereof. Neither Berkshire nor any of its Affiliates, nor any of their respective officers, directors, shareholders, employees, agents, attorneys and advisors, shall be liable or responsible for: (i) the use that may be made of the Surety Bonds or any acts or omissions of any of the Beneficiaries in connection therewith; (ii) the validity, enforceabilitysufficiency or genuineness of any Demand for Payment or Demand for Avoided Payment (each as defined in the Surety Bonds), dischargeeven if the same should prove to be in any or all respects invalid, disaffirmanceinsufficient, settlementfraudulent or forged; (iii) payment by Berkshire against presentation of a Demand for Payment or Demand for Avoided Payment that does not comply with the terms of the applicable Surety Bond; or (iv) any other circumstances whatsoever in making or failing to make payment under either Surety Bond. In furtherance and not in limitation of the foregoing, rejection Berkshire may accept a Demand for Payment or compromise Demand for Avoided Payment that appears on its face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. In addition, Oglethorpe hereby expressly waives (a) demand of payment, presentment, protest, notice of dishonor, nonpayment or nonperformance on any and all forms of the obligations hereunder (except as provided in Sections 2.01(b) and 2.03 hereof); (b) all of its right to indemnification; (c) notice of acceptance of this Agreement and notice of any liability to which it may apply; (d) all other notices and demands of any kind and description relating to the obligations hereunder now or hereafter provided for by any Personagreement, including a trustee in bankruptcystatute, law, rule or regulation; and (e) any and all defenses pertaining to the obligations hereunder except for the defense of such obligations or of this Lease Agreement, (2) the absence of any attempt to collect such amounts, (3) the waiver or consent discharge by Lessors indefeasible payment. Oglethorpe shall not be exonerated with respect to any provision of this Lease Agreement, (4) any change of the time, manner or place of payment, or of any other term, of any lease payment or any other fee or amount required to be paid its liabilities hereunder by the Obligors under this Lease Agreement, (5) any law, regulation or order of any jurisdiction affecting any term of any obligations of the Obligors hereunder or rights of Lessors with respect thereto, (6) any full or partial revocation, cancellation, termination, reclamation, taking, suspension or non-renewal of the Licenses for any reason, including (x) any non-renewal pursuant to Section 7, (y) the failure to satisfy any build-out requirements and (z) any act or omission to act of any officer, employee, member, owner, or other representative of Lessors or any Affiliate of Lessors, where “Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with such Person, “Control” means the possession, directly or indirectly, thing except indefeasible payment of the power to obligations hereunder, it being the purpose and intent of this Agreement that the obligations hereunder constitute the direct or cause and primary obligations of Oglethorpe and that the direction of the management or policies of a Personcovenants, whether through the ability to exercise voting power, by contract or otherwise (and “Controlled” has the meaning correlative thereto), (7) any default or breach by Lessors or the Obligors under this Lease Agreement, or (8) any other circumstances or occurrences that might otherwise constitute a legal or equitable discharge or defense. The Obligors waive any agreements and all rights to set-offsobligations of Oglethorpe hereunder be absolute, withholding, reductions, recovery unconditional and counterclaims, presentments and all judicial demands for performance against Lessors. The Obligors’ obligations hereunder shall not be affected in any way in the event of any sublease or assignment whether or not permitted under the terms of this Lease Agreement. This Section 8(b) shall survive termination of this Lease Agreementirrevocable.

Unconditional Obligation. This The Program Lessee hereby acknowledges and agrees that its obligation to make Lease Agreement may Payments due hereunder, and the rights of the Program Lessor in and to such Lease Payments, shall be absolute and unconditional and shall not be terminated affected by any Obligor circumstance of any character, including: (a) any set-off, abatement, counterclaim, suspension, recoupment, reduction, defense or other right or claim that the Program Lessee may have against the Program Lessor, the Vehicle Trustee, Indenture Trustee, any Securityholder or any other Person for any reason whatsoever; (b) the breach or failure of any warranty or representation made in, or the failure to perform or comply with any of the terms of, this Agreement by the Program Lessor, the Vehicle Trustee, the Indenture Trustee, any Securityholder or any other Person; (c) any amendment or other change of, or any assignment of rights under, this Agreement or any other Basic Document, or any waiver, action or inaction under or in respect of this Agreement, or any exercise or non-exercise of any right or remedy under this Agreement, including the exercise of any foreclosure or other remedy under the Indenture, this Agreement or the sale of any 2000-A SUBI Certificates or any part thereof or interest therein; (d) any insolvency, bankruptcy or similar law affecting creditors' rights generally; (e) any claims as a result of any other business dealings by the Program Lessor, the Program Lessee or their respective Affiliates or the Indenture Trustee or the Vehicle Trustee; (f) any defect in or any Lien on the title to any 2000-A SUBI Certificates or any part thereof; (g) any change, waiver, extension, indulgence or other act or omission in respect of any obligation or liability of the Program Lessor or the Program Lessee; (h) any alleged failure on the part of the Program Lessor to perform or comply with any of the terms of any other Basic Document; (i) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Basic Documents; (j) any assignment, novation, merger, consolidation, sale or transfer of assets, leasing or other similar transaction of or affecting the Program Lessee or the Program Lessor, whether with or without the approval of the Indenture Trustee, except solely as expressly provided in Section 12(a)this Agreement; or (k) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. Each Lease Payment made by the Program Lessee hereunder shall be final and, absent manifest error, the Program Lessee shall not seek to have any right to recover all or any part of such payment from the Program Lessor for any reason whatsoever. Notwithstanding anything to the contrary foregoing, in this the event any Lessee under a 2000-A Lease Agreement, subject to the first sentence of this Section 8(b), the Obligors’ obligations continues to make all payments due under Monthly Payments after this Lease Agreement through and including the Final Spectrum Lease Payment Date (determined without giving effect to and notwithstanding any failure of the FCC to renew any License(s)) shall be unconditional, irrevocable and irrespective of, without limitation, (1) the validity, enforceability, discharge, disaffirmance, settlement, rejection or compromise (by any Person, including a trustee in bankruptcy) of such obligations or of this Lease Agreement, (2) the absence of any attempt to collect such amounts, (3) the waiver or consent by Lessors has expired with respect to any provision of this Lease Agreement, (4) any change of the time, manner or place of payment, or of any other term, of any lease payment or any other fee or amount required to be paid by the Obligors under this Lease Agreement, (5) any law, regulation or order of any jurisdiction affecting any term of any obligations of the Obligors hereunder or rights of Lessors with respect thereto, (6) any full or partial revocation, cancellation, termination, reclamation, taking, suspension or nonrelated 2000-renewal of the Licenses for any reason, including (x) any non-renewal A Vehicle pursuant to Section 73.01, (y) the failure to satisfy any build-out requirements and (z) any act or omission to act of any officer, employee, member, owner, or other representative of Lessors or any Affiliate of Lessors, where “Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with Program Lessor shall credit such Person, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise (and “Controlled” has the meaning correlative thereto), (7) any default or breach by Lessors or the Obligors under this amounts against subsequent Lease Agreement, or (8) any other circumstances or occurrences that might otherwise constitute a legal or equitable discharge or defensePayments due. The Obligors waive Program Lessee hereby waives, to the extent permitted by applicable law, any and all rights it may now have or that at any time hereafter may be conferred upon it, by statute or otherwise, to set-offsterminate, withholdingcancel, reductions, recovery and counterclaims, presentments and all judicial demands for performance against Lessors. The Obligors’ obligations hereunder shall not be affected quit or surrender this Agreement except in any way in accordance with the event of any sublease or assignment whether or not permitted under the express terms of this Lease Agreement. This Section 8(b) shall survive termination of this Lease Agreementhereof.

Unconditional Obligation. This The Program Lessee hereby acknowledges and agrees that the obligation of the Program Lessee to pay all Required Payments and Additional Payments and any Program Operating Lease Agreement may Termination Value due hereunder, and the rights of the Program Lessor in and to such Required Payments and Additional Payments and Program Operating Lease Termination Value, shall be absolute and unconditional and shall not be terminated affected by any Obligor circumstance of any character, including, without limitation: (a) any set-off, abatement, counterclaim, suspension, recoupment, reduction, defense or other right or claim which the Program Lessee may have against the Program Lessor, the Indenture Trustee, in its individual capacity or as Indenture Trustee, any holder of a Senior Note, Subordinated Note or Lease Trust Certificate, or any other Person for any reason whatsoever; (b) the breach or failure of any warranty or representation made in, or the failure to perform or comply with any of the terms of, this Program Operating Lease by the Program Lessor, the Indenture Trustee, any holder (other than the Program Lessee) of a Senior Note, Subordinated Note or Lease Trust Certificate or any other Person; (c) any amendment or other change of, or any assignment of rights under, this Program Operating Lease or any other Basic Document, or any waiver, action or inaction under or in respect of this Program Operating Lease, or any exercise or non-exercise of any right or remedy under this Program Operating Lease, including, without limitation, the exercise of any foreclosure or other remedy under the Indenture, this Program Operating Lease or the sale of the Series 2000-1 Certificates, or any part thereof or any interest therein; (d) any insolvency, bankruptcy or similar law affecting creditors' rights generally; (e) any claims as a result of any other business dealings by the Program Lessor, the Program Lessee or any Affiliate thereof, or the Indenture Trustee; (f) any defect in or any Lien on the title to the Series 2000-1 Certificates or any part thereof; (g) any change, waiver, extension, indulgence or other act or omission in respect of any obligation or liability of the Program Lessor or the Program Lessee; (h) any alleged failure on the part of the Program Lessor to perform or comply with any of the terms hereof or any other agreement; (i) any invalidity or unenforceability or disaffirmance of this Program Operating Lease or any provision hereof or any of the other Basic Documents; (j) any assignment, novation, merger, consolidation, sale or transfer of assets, leasing or other similar transaction of or affecting the Program Lessee or Program Lessor, whether with or without the approval of the Indenture Trustee except solely as expressly provided in Section 12(a)this Program Operating Lease; or (k) any other circumstance or happening whatsoever whether or not similar to any of the foregoing. Notwithstanding anything to Each Required Payment, Additional Payment and any payment of Program Operating Lease Termination Value made by the contrary in this Lease AgreementProgram Lessee hereunder shall be final and, subject to the first sentence of this Section 8(b)absent manifest error, the Obligors’ obligations Program Lessee shall not seek to make have any right to recover all payments due under this Lease Agreement through and including the Final Spectrum Lease Payment Date (determined without giving effect to and notwithstanding or any failure of the FCC to renew any License(s)) shall be unconditional, irrevocable and irrespective of, without limitation, (1) the validity, enforceability, discharge, disaffirmance, settlement, rejection or compromise (by any Person, including a trustee in bankruptcy) part of such obligations or of this Lease Agreement, (2) payment from the absence of any attempt to collect such amounts, (3) the waiver or consent by Lessors with respect to any provision of this Lease Agreement, (4) any change of the time, manner or place of payment, or of any other term, of any lease payment Program Lessor or any other fee or amount required to be paid by the Obligors under this Lease Agreement, (5) any law, regulation or order of any jurisdiction affecting any term of any obligations of the Obligors hereunder or rights of Lessors with respect thereto, (6) any full or partial revocation, cancellation, termination, reclamation, taking, suspension or non-renewal of the Licenses Person for any reason, including (x) any non-renewal pursuant to Section 7, (y) the failure to satisfy any build-out requirements and (z) any act or omission to act of any officer, employee, member, owner, or other representative of Lessors or any Affiliate of Lessors, where “Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with such Person, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise (and “Controlled” has the meaning correlative thereto), (7) any default or breach by Lessors or the Obligors under this Lease Agreement, or (8) any other circumstances or occurrences that might otherwise constitute a legal or equitable discharge or defensereason whatsoever. The Obligors waive Program Lessee hereby waives, to the extent permitted by Applicable Law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to set-offsterminate, withholdingcancel, reductions, recovery and counterclaims, presentments and all judicial demands for performance against Lessors. The Obligors’ obligations hereunder shall not be affected quit or surrender this Program Operating Lease except in any way in accordance with the event of any sublease or assignment whether or not permitted under the express terms of this Lease Agreement. This Section 8(b) shall survive termination of this Lease Agreementhereof.

Unconditional Obligation. This The Program Lessee hereby acknowledges and agrees that its obligation to make Lease Agreement may Payments due hereunder, and the rights of the Program Lessor in and to such Lease Payments, shall be absolute and unconditional and shall not be terminated affected by any Obligor circumstance of any character, including: (a) any set-off, abatement, counterclaim, suspension, recoupment, reduction, defense or other right or claim that the Program Lessee may have against the Program Lessor, the Origination Trustee, Indenture Trustee, any Securityholder or any other Person for any reason whatsoever; (b) the breach or failure of any warranty or representation made in, or the failure to perform or comply with any of the terms of, this Agreement by the Program Lessor, the Origination Trustee, the Indenture Trustee, any Securityholder or any other Person; (c) any amendment or other change of, or any assignment of rights under, this Agreement or any other Basic Document, or any waiver, action or inaction under or in respect of this Agreement, or any exercise or non-exercise of any right or remedy under this Agreement, including the exercise of any foreclosure or other remedy under the Indenture, this Agreement or the sale of any 99% 1999-A SUBI Certificates or any part thereof or interest therein; (d) any insolvency, bankruptcy or similar law affecting creditors' rights generally; (e) any claims as a result of any other business dealings by the Program Lessor, the Program Lessee or their respective Affiliates or the Indenture Trustee or the Origination Trustee; (f) any defect in or any Lien on the title to any 99% 1999-A SUBI Certificates or any part thereof; (g) any change, waiver, extension, indulgence or other act or omission in respect of any obligation or liability of the Program Lessor or the Program Lessee; (h) any alleged failure on the part of the Program Lessor to perform or comply with any of the terms of any other Basic Document; (i) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Basic Documents; (j) any assignment, novation, merger, consolidation, sale or transfer of assets, leasing or other similar transaction of or affecting the Program Lessee or the Program Lessor, whether with or without the approval of the Indenture Trustee, except solely as expressly provided in Section 12(a)this Agreement; or (k) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. Each Lease Payment made by the Program Lessee hereunder shall be final and, absent manifest error, the Program Lessee shall not seek to have any right to recover all or any part of such payment from the Program Lessor for any reason whatsoever. Notwithstanding anything to the contrary foregoing, in this the event any Lessee under a 1999-A Lease Agreement, subject to the first sentence of this Section 8(b), the Obligors’ obligations continues to make all payments due under Monthly Payments after this Lease Agreement through and including the Final Spectrum Lease Payment Date (determined without giving effect to and notwithstanding any failure of the FCC to renew any License(s)) shall be unconditional, irrevocable and irrespective of, without limitation, (1) the validity, enforceability, discharge, disaffirmance, settlement, rejection or compromise (by any Person, including a trustee in bankruptcy) of such obligations or of this Lease Agreement, (2) the absence of any attempt to collect such amounts, (3) the waiver or consent by Lessors has expired with respect to any provision of this Lease Agreement, (4) any change of the time, manner or place of payment, or of any other term, of any lease payment or any other fee or amount required to be paid by the Obligors under this Lease Agreement, (5) any law, regulation or order of any jurisdiction affecting any term of any obligations of the Obligors hereunder or rights of Lessors with respect thereto, (6) any full or partial revocation, cancellation, termination, reclamation, taking, suspension or nonrelated 1999-renewal of the Licenses for any reason, including (x) any non-renewal A Vehicle pursuant to Section 73.01, (y) the failure to satisfy any build-out requirements and (z) any act or omission to act of any officer, employee, member, owner, or other representative of Lessors or any Affiliate of Lessors, where “Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with Program Lessor shall credit such Person, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise (and “Controlled” has the meaning correlative thereto), (7) any default or breach by Lessors or the Obligors under this amounts against subsequent Lease Agreement, or (8) any other circumstances or occurrences that might otherwise constitute a legal or equitable discharge or defensePayments due. The Obligors waive Program Lessee hereby waives, to the extent permitted by applicable law, any and all rights it may now have or that at any time hereafter may be conferred upon it, by statute or otherwise, to set-offsterminate, withholdingcancel, reductions, recovery and counterclaims, presentments and all judicial demands for performance against Lessors. The Obligors’ obligations hereunder shall not be affected quit or surrender this Agreement except in any way in accordance with the event of any sublease or assignment whether or not permitted under the express terms of this Lease Agreement. This Section 8(b) shall survive termination of this Lease Agreementhereof.

Unconditional Obligation. This The Program Lessee hereby acknowledges and agrees that its obligation to make Lease Agreement may Payments due hereunder, and the rights of the Program Lessor in and to such Lease Payments, shall be absolute and unconditional and shall not be terminated affected by any Obligor circumstance of any character, including: (a) any set-off, abatement, counterclaim, suspension, recoupment, reduction, defense or other right or claim that the Program Lessee may have against the Program Lessor, the Origination Trustee, Indenture Trustee, any Securityholder or any other Person for any reason whatsoever; (b) the breach or failure of any warranty or representation made in, or the failure to perform or comply with any of the terms of, this Agreement by the Program Lessor, the Origination Trustee, the Indenture Trustee, any Securityholder or any other Person; (c) any amendment or other change of, or any assignment of rights under, this Agreement or any other Basic Document, or any waiver, action or inaction under or in respect of this Agreement, or any exercise or non-exercise of any right or remedy under this Agreement, including the exercise of any foreclosure or other remedy under the Indenture, this Agreement or the sale of any 99% 2001-A SUBI Certificates or any part thereof or interest therein; (d) any insolvency, bankruptcy or similar law affecting creditors' rights generally; (e) any claims as a result of any other business dealings by the Program Lessor, the Program Lessee or their respective Affiliates or the Indenture Trustee or the Origination Trustee; (f) any defect in or any Lien on the title to any 99% 2001-A SUBI Certificates or any part thereof; (g) any change, waiver, extension, indulgence or other act or omission in respect of any obligation or liability of the Program Lessor or the Program Lessee; (h) any alleged failure on the part of the Program Lessor to perform or comply with any of the terms of any other Basic Document; (i) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Basic Documents; (j) any assignment, novation, merger, consolidation, sale or transfer of assets, leasing or other similar transaction of or affecting the Program Lessee or the Program Lessor, whether with or without the approval of the Indenture Trustee, except solely as expressly provided in Section 12(a)this Agreement; or (k) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. Each Lease Payment made by the Program Lessee hereunder shall be final and, absent manifest error, the Program Lessee shall not seek to have any right to recover all or any part of such payment from the Program Lessor for any reason whatsoever. Notwithstanding anything to the contrary foregoing, in this the event any Lessee under a 2001-A Lease Agreement, subject to the first sentence of this Section 8(b), the Obligors’ obligations continues to make all payments due under Total Monthly Payments after this Lease Agreement through and including the Final Spectrum Lease Payment Date (determined without giving effect to and notwithstanding any failure of the FCC to renew any License(s)) shall be unconditional, irrevocable and irrespective of, without limitation, (1) the validity, enforceability, discharge, disaffirmance, settlement, rejection or compromise (by any Person, including a trustee in bankruptcy) of such obligations or of this Lease Agreement, (2) the absence of any attempt to collect such amounts, (3) the waiver or consent by Lessors has expired with respect to any provision of this Lease Agreement, (4) any change of the time, manner or place of payment, or of any other term, of any lease payment or any other fee or amount required to be paid by the Obligors under this Lease Agreement, (5) any law, regulation or order of any jurisdiction affecting any term of any obligations of the Obligors hereunder or rights of Lessors with respect thereto, (6) any full or partial revocation, cancellation, termination, reclamation, taking, suspension or nonrelated 2001-renewal of the Licenses for any reason, including (x) any non-renewal A Vehicle pursuant to Section 73.01, (y) the failure to satisfy any build-out requirements and (z) any act or omission to act of any officer, employee, member, owner, or other representative of Lessors or any Affiliate of Lessors, where “Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with Program Lessor shall credit such Person, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise (and “Controlled” has the meaning correlative thereto), (7) any default or breach by Lessors or the Obligors under this amounts against subsequent Lease Agreement, or (8) any other circumstances or occurrences that might otherwise constitute a legal or equitable discharge or defensePayments due. The Obligors waive Program Lessee hereby waives, to the extent permitted by applicable law, any and all rights it may now have or that at any time hereafter may be conferred upon it, by statute or otherwise, to set-offsterminate, withholdingcancel, reductions, recovery and counterclaims, presentments and all judicial demands for performance against Lessors. The Obligors’ obligations hereunder shall not be affected quit or surrender this Agreement except in any way in accordance with the event of any sublease or assignment whether or not permitted under the express terms of this Lease Agreement. This Section 8(b) shall survive termination of this Lease Agreementhereof.