Common use of Obligations Absolute and Unconditional Clause in Contracts

Obligations Absolute and Unconditional. (a) The obligations of TECO hereunder are primary obligations of TECO and are an absolute, unconditional, continuing and irrevocable guaranty of payment and performance of the Supported Obligations and not of collectibility and are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Original Contractor's, Contractor's or Contractor Guarantor's liabilities and obligations to the Beneficiaries. If Original Contractor or Contractor shall fail to pay or perform any of the Supported Obligations as and when they are due or required, TECO shall forthwith perform or pay such Supported Obligations (and in the case of any payment required hereunder, in immediately available funds), and each such failure by Original Contractor or Contractor to pay or perform a Supported Obligation shall give rise to a separate cause of action herewith, and separate suits may be brought hereunder as each cause of action arises. (b) Subject to the following sentence, the Beneficiaries may, at any time and from time to time (whether or not after revocation or termination of this Undertaking) without the consent of or notice to TECO, except such notice as may be required by applicable law which cannot be waived or any notice required hereunder, without incurring responsibility to TECO, without impairing or releasing the obligations of TECO hereunder, upon or without any terms or conditions and in whole or in part, (i) change the manner, place and terms of payment or performance or change or extend the time of such payment or performance of, renew, or alter any Supported Obligation, or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof or in any manner modify, amend or supplement the terms of the Construction Contract, any documents, instruments or agreements executed in connection therewith, and the undertaking herein made shall apply to the Supported Obligations, as changed, extended, renewed, modified, amended, supplemented or altered in any manner; (ii) exercise or refrain from exercising any rights against Original Contractor, Contractor, Contractor Guarantor or others (including TECO) or otherwise act or refrain from acting; (iii) add or release any other guarantor from its obligations without affecting or impairing the obligations of TECO hereunder; (iv) settle or compromise any Supported Obligations and/or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any obligations and liabilities which may be due to the Beneficiaries or others; (v) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner or in any order any property by whomsoever pledged or mortgaged to secure or howsoever securing the Supported Obligations or any liabilities or obligations (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof and/or any offset thereagainst; (vi) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Original Contractor, Contractor or Contractor Guarantor to the Beneficiaries under the Original Construction Contract, the Construction Contract or the Construction Contract Guaranty in the manner provided therein regardless of what obligations and liabilities remain unpaid; (vii) consent to or waive any breach of, or any act, omission or default under, the Original Construction Contract or the Construction Contract; and/or (viii) act or fail to act in any manner referred to in this Undertaking which may deprive TECO of its right to subrogation against Original Contractor, Contractor, Contractor Guarantor or any other Person to recover full indemnity for any payments made pursuant to this Undertaking or of its right of contribution against any other party. Notwithstanding any provision of this Undertaking to the contrary, no amendment to or modification of the Construction Contract resulting from the Banks', or any agent acting on behalf of, or transferee of, the Banks acting as Owner under, and as defined in, the Construction Contract (to the exclusion of TECO) pursuant to remedies provided in the Credit Documents shall affect or modify the Support Obligations in any manner without the prior written consent of TECO. (c) No invalidity, irregularity or unenforceability of the Supported Obligations or invalidity, irregularity, unenforceability or nonperfection of any collateral therefor, shall affect, impair, or be a defense to this Undertaking, which is a primary obligation of TECO. (d) This is a continuing Undertaking and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. In the event that, notwithstanding the provisions of Section 2.2(a) hereof, this Undertaking shall be deemed revocable in accordance with applicable law, then to the extent permitted by applicable law any such revocation shall become effective only upon receipt by the Beneficiaries of written notice of revocation signed by TECO. To the extent permitted by applicable law, no revocation or termination hereof shall affect in any manner rights arising under this Undertaking with respect to Supported Obligations arising prior to receipt by the Beneficiaries of written notice of such revocation or termination and the sole effect of revocation and termination hereof shall be to exclude from this Undertaking Supported Obligations thereafter arising which are unconnected with Supported Obligations theretofore arising or transactions theretofore entered into. (e) Except as otherwise provided by law or by the terms of the Original Construction Contract (as if such Original Construction Contract had remained in full force and effect and had not been replaced by the Construction Contract), each payment to be made by TECO to, or on behalf of, the Beneficiaries hereunder shall be made without deduction or withholding for or on account of Taxes. If such deduction or withholding is so required, TECO shall, upon notice thereof from. any Beneficiary, (i) pay the amount required to be deducted or withheld to the appropriate authorities before penalties attach thereto or interest accrues thereon (including deductions from amounts payable under this Section 2.2(e)), (ii) on or before the 30th day after payment of such amount, forward to such Beneficiary an official receipt evidencing such payment (or a certified copy thereof), and (iii) in the case of any such deduction or withholding, forthwith pay to such Beneficiary such additional amount as may be necessary to ensure that the net amount actually received by such Beneficiary, free and clear of such Taxes, including any Taxes on such additional amount, is equal to the amount that such Beneficiary would have received had there been no such deduction or withholding.

Obligations Absolute and Unconditional. All of the obligations of the Company under this Loan Agreement, including, but not limited to, the obligations to make the payments required to be made under this Loan Agreement and to perform and observe the other covenants, terms and conditions applicable to it contained herein shall be absolute and unconditional and shall not be subject to diminution by set-off, counterclaim, abatement or otherwise until such time as the principal of and interest on the Bonds shall have been paid fully or provision for the payment thereof shall have been made in accordance with this Loan Agreement and the Indenture. The Company (a) The obligations of TECO hereunder are primary obligations of TECO and are an absolute, unconditional, continuing and irrevocable guaranty of payment and performance of the Supported Obligations and will not of collectibility and are in no way conditioned on suspend or contingent upon discontinue any attempt payments required to enforce in whole or in part Original Contractor's, Contractor's or Contractor Guarantor's liabilities and obligations be made under this Loan Agreement except to the Beneficiaries. If Original Contractor or Contractor shall fail to pay or perform any of extent the Supported Obligations as and when they are due or requiredsame have been prepaid, TECO shall forthwith perform or pay such Supported Obligations (and in the case of any payment required hereunder, in immediately available funds), and each such failure by Original Contractor or Contractor to pay or perform a Supported Obligation shall give rise to a separate cause of action herewith, and separate suits may be brought hereunder as each cause of action arises. (b) Subject will perform and observe all its other covenants, terms and conditions contained in this Loan Agreement and (c) except as provided in Section 4.6 hereof, will not terminate this Loan Agreement for any cause, including, without limiting the generality of the foregoing, failure to complete the Project, any acts or circumstances that may constitute failure of consideration, sale, loss, destruction or condemnation of or damage to the following sentenceProject or commercial frustration of purposes, any change in the Beneficiaries may, at any time and from time to time (whether tax or not after revocation other laws of the United States of America or termination of this Undertaking) without the consent of or notice to TECO, except such notice as may be required by applicable law which cannot be waived State or any notice required hereunderpolitical subdivision of either or any failure of the Authority to perform and observe any covenant, without incurring responsibility to TECO, without impairing term or releasing the obligations of TECO hereunder, upon condition whether express or without any terms or conditions and in whole or in part, (i) change the manner, place and terms of payment or performance or change or extend the time of such payment or performance of, renew, or alter any Supported Obligationimplied, or any obligations and liabilities (including any duty, liability or obligation arising out of those hereunder) incurred directly or indirectly in respect thereof or hereof or in any manner modify, amend or supplement the terms of the Construction Contract, any documents, instruments or agreements executed in connection therewith, and the undertaking herein made shall apply to the Supported Obligations, as changed, extended, renewed, modified, amended, supplemented or altered in any manner; (ii) exercise or refrain from exercising any rights against Original Contractor, Contractor, Contractor Guarantor or others (including TECO) or otherwise act or refrain from acting; (iii) add or release any other guarantor from its obligations without affecting or impairing the obligations of TECO hereunder; (iv) settle or compromise any Supported Obligations and/or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any obligations and liabilities which may be due to the Beneficiaries or others; (v) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner or in any order any property by whomsoever pledged or mortgaged to secure or howsoever securing the Supported Obligations or any liabilities or obligations (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof and/or any offset thereagainst; (vi) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Original Contractor, Contractor or Contractor Guarantor to the Beneficiaries under the Original Construction Contract, the Construction Contract or the Construction Contract Guaranty in the manner provided therein regardless of what obligations and liabilities remain unpaid; (vii) consent to or waive any breach of, or any act, omission or default under, the Original Construction Contract or the Construction Contract; and/or (viii) act or fail to act in any manner referred to in this Undertaking which may deprive TECO of its right to subrogation against Original Contractor, Contractor, Contractor Guarantor or any other Person to recover full indemnity for any payments made pursuant to this Undertaking or of its right of contribution against any other partyLoan Agreement. Notwithstanding any provision of this Undertaking to the contrary, no amendment to or modification of the Construction Contract resulting from the Banks', or any agent acting on behalf of, or transferee of, the Banks acting as Owner under, and as defined in, the Construction Contract (to the exclusion of TECO) pursuant to remedies provided in the Credit Documents shall affect or modify the Support Obligations in any manner without the prior written consent of TECO. (c) No invalidity, irregularity or unenforceability of the Supported Obligations or invalidity, irregularity, unenforceability or nonperfection of any collateral therefor, shall affect, impair, or be a defense to this Undertaking, which is a primary obligation of TECO. (d) This is a continuing Undertaking and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. In the event that, notwithstanding the provisions of Section 2.2(a) hereof, this Undertaking shall be deemed revocable in accordance with applicable law, then The Company hereby waives to the extent permitted by law, any and all rights which it may now have or which at any later time may be conferred upon it, by statute or otherwise, to terminate or cancel, or to limit its liability, except as provided in Section 4.6 hereof. Nothing contained in this Section shall be construed to release the Authority from the performance of any of the covenants, terms or conditions applicable law to it contained herein; and in the event the Authority should fail to perform any such revocation shall become effective only upon receipt by covenant, term or condition the Beneficiaries of written notice of revocation signed by TECO. To Company may institute such action against the extent permitted by applicable law, no revocation or termination hereof shall affect Authority as the Company may deem necessary to compel such performance so long as such action does not result in any manner rights arising under this Undertaking with respect to Supported Obligations arising prior to receipt by the Beneficiaries of written notice of such revocation or termination and the sole effect of revocation and termination hereof shall be to exclude from this Undertaking Supported Obligations thereafter arising which are unconnected with Supported Obligations theretofore arising or transactions theretofore entered into. (e) Except as otherwise provided by law or by the terms a breach of the Original Construction Contract (as if such Original Construction Contract had remained covenants and conditions on the part of the Company contained in full force and effect and had not been replaced by the Construction Contract), each payment to be made by TECO to, or on behalf of, the Beneficiaries hereunder shall be made without deduction or withholding for or on account of Taxes. If such deduction or withholding is so required, TECO shall, upon notice thereof from. any Beneficiary, (i) pay the amount required to be deducted or withheld to the appropriate authorities before penalties attach thereto or interest accrues thereon (including deductions from amounts payable under this Section 2.2(e)), (ii) on or before the 30th day after payment of such amount, forward to such Beneficiary an official receipt evidencing such payment (or a certified copy thereof), and (iii) in the case of any such deduction or withholding, forthwith pay to such Beneficiary such additional amount as may be necessary to ensure that the net amount actually received by such Beneficiary, free and clear of such Taxes, including any Taxes on such additional amount, is equal to the amount that such Beneficiary would have received had there been no such deduction or withholdingSection.

Obligations Absolute and Unconditional. (a) The obligations of TECO hereunder are primary obligations of TECO and are an absolute, unconditional, continuing and irrevocable guaranty of payment and performance of the Supported Obligations and not of collectibility and are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Original Contractor's, Contractor's or Contractor Guarantor's liabilities and obligations to the Beneficiaries. If Original Contractor or Contractor shall fail to pay or perform any of the Supported Obligations as and when they are due or required, TECO shall forthwith perform or pay such Supported Obligations (and in the case of any payment required hereunder, in immediately available funds), and each such failure by Original Contractor or Contractor to pay or perform a Supported Obligation shall give rise to a separate cause of action herewith, and separate suits may be brought hereunder as each cause of action arises. (b) Subject to the following sentence, the Beneficiaries may, at any time and from time to time (whether or not after revocation or termination of this Undertaking) without the consent of or notice to TECO, except such notice as may be required by applicable law which cannot be waived or any notice required hereunder, without incurring responsibility to TECO, without impairing or releasing the obligations of TECO hereunder, upon or without any terms or conditions and in whole or in part, (i) change the manner, place and terms of payment or performance or change or extend the time of such payment or performance of, renew, or alter any Supported Obligation, or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof or in any manner modify, amend or supplement the terms of the Construction Contract, any documents, instruments or agreements executed in connection therewith, and the undertaking herein made shall apply to the Supported Obligations, as changed, extended, renewed, modified, amended, supplemented or altered in any manner; (ii) exercise or refrain from exercising any rights against Original Contractor, Contractor, Contractor Guarantor or others (including TECO) or otherwise act or refrain from acting; (iii) add or release any other guarantor from its obligations without affecting or impairing the obligations of TECO hereunder; (iv) settle or compromise any Supported Obligations and/or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any obligations and liabilities which may be due to the Beneficiaries or others; (v) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner or in any order any property by whomsoever pledged or mortgaged to secure or howsoever securing the Supported Obligations or any liabilities or obligations (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof and/or any offset thereagainst; (vi) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Original Contractor, Contractor or Contractor Guarantor to the Beneficiaries under the Original Construction Contract, the Construction Contract or the Construction Contract Guaranty in the manner provided therein regardless of what obligations and liabilities remain unpaid; (vii) consent to or waive any breach of, or any act, omission or default under, the Original Construction Contract or the Construction Contract; and/or (viii) act or fail to act in any manner referred to in this Undertaking which may deprive TECO of its right to subrogation against Original Contractor, Contractor, Contractor Guarantor or any other Person to recover full indemnity for any payments made pursuant to this Undertaking or of its right of contribution against any other party. Notwithstanding any provision of this Undertaking to the contrary, no amendment to or modification of the Construction Contract resulting from the Banks', or any agent acting on behalf of, or transferee of, the Banks acting as Owner under, and as defined in, the Construction Contract (to the exclusion of TECO) pursuant to remedies provided in the Credit Documents shall affect or modify the Support Obligations in any manner without the prior written consent of TECO. (c) No invalidity, irregularity or unenforceability of the Supported Obligations or invalidity, irregularity, unenforceability or nonperfection of any collateral therefor, shall affect, impair, or be a defense to this Undertaking, which is a primary obligation of TECO. (d) This is a continuing Undertaking and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. In the event that, notwithstanding the provisions of Section 2.2(a) 7.5 hereof, this Undertaking the obligations of the Company to make or to cause (pursuant to the Letter of Credit) to be made the payments required in Sections 4.3 and 4.5 and to perform and observe the other agreements on its part contained herein shall be deemed revocable absolute and unconditional and shall not be subject to diminution by set-off, counterclaim, abatement or otherwise by reason of any action or inaction of the Trustee, the Issuer or any third party. Until such time as the principal of, and the interest on, the Bonds shall have been paid in accordance with applicable lawfull, then the Company (a) will not suspend or discontinue any payments provided for in Sections 4.3 and 4.5 except to the extent permitted by applicable law the same have been prepaid or are being contested in good faith as provided in Section 4.5, (b) will perform and observe all its other agreements contained herein, and (c) except as provided in Article VII hereof, will not terminate this Agreement for any such revocation shall become effective only upon receipt by cause, including, without limiting the Beneficiaries of written notice of revocation signed by TECO. To the extent permitted by applicable law, no revocation or termination hereof shall affect in any manner rights arising under this Undertaking with respect to Supported Obligations arising prior to receipt by the Beneficiaries of written notice of such revocation or termination and the sole effect of revocation and termination hereof shall be to exclude from this Undertaking Supported Obligations thereafter arising which are unconnected with Supported Obligations theretofore arising or transactions theretofore entered into. (e) Except as otherwise provided by law or by the terms generality of the Original Construction Contract (as if such Original Construction Contract had remained 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 full force and effect and had not been replaced by the Construction Contract), each payment to be made by TECO totax or other laws of the United States of America or of the State or any political subdivision of either, or on behalf ofany 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 Beneficiaries obligation of the Company to make payments hereunder shall be made without deduction or withholding for or on account of Taxes. If such deduction or withholding is so required, TECO shall, upon notice thereof from. any Beneficiary, (i) pay the amount required to be deducted or withheld satisfied and discharged to the appropriate authorities before penalties attach thereto or interest accrues thereon (including deductions extent moneys are received by the Trustee pursuant to the Letter of Credit. Nothing contained in this Section shall be construed to release the Issuer from amounts payable the performance of any of the agreements on its part herein contained; and if the Issuer should fail to perform any such agreement, the Company may institute such action against the Issuer as the Company may deem necessary to compel performance so long as such action shall not impair the agreements on the part of the Company hereunder. Nothing contained herein shall be construed as a waiver of any rights which the Company may have against the Issuer under this Section 2.2(e))Agreement, (ii) on or before against any person under this Agreement, the 30th day after payment Indenture or otherwise, or under any provision of such amountlaw; provided, forward however, that the Company shall pursue any rights or remedies against the Issuer, the Trustee, any Bondholder or any third party in connection herewith, or in connection with the Indenture, the Company Documents, the Bank Documents or otherwise relating to such Beneficiary an official receipt evidencing such payment (or the Bonds and security therefor only in a certified copy thereof)separate action, and (iii) not by way of any set-off, counterclaim, cross-claim or third party action in any suit brought to enforce the rights of the Bondholders, the Trustee or the Issuer under this Agreement, the Indenture, the Company Documents, the Bank 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 4.6, would be a compulsory counterclaim, shall be identified as such in the case of first responsive pleading filed by the Company to any such deduction action brought by the Issuer, Trustee, any Bondholder or withholding, forthwith pay to such Beneficiary such additional amount as may be necessary to ensure that the net amount actually received by such Beneficiary, free and clear of such Taxes, including any Taxes on such additional amount, is equal to the amount that such Beneficiary would have received had there been no such deduction or withholdingperson.

Obligations Absolute and Unconditional. (a) The obligations of TECO hereunder are primary obligations of TECO and are an absolute, unconditional, continuing and irrevocable guaranty of payment and performance of the Supported Obligations and not of collectibility and are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Original Contractor's, Contractor's or Contractor Guarantor's liabilities and obligations to the Beneficiaries. If Original Contractor or Contractor shall fail to pay or perform any of the Supported Obligations as and when they are due or required, TECO shall forthwith perform or pay such Supported Obligations (and in the case of any payment required hereunder, in immediately available funds), and each such failure by Original Contractor or Contractor to pay or perform a Supported Obligation shall give rise to a separate cause of action herewith, and separate suits may be brought hereunder as each cause of action arises. (b) Subject to the following sentence, the Beneficiaries may, at any time and from time to time (whether or not after revocation or termination of this Undertaking) without the consent of or notice to TECO, except such notice as may be required by applicable law which cannot be waived or any notice required hereunder, without incurring responsibility to TECO, without impairing or releasing the obligations of TECO hereunder, upon or without any terms or conditions and in whole or in part, (i) change the manner, place and terms of payment or performance or change or extend the time of such payment or performance of, renew, or alter any Supported Obligation, or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof or in any manner modify, amend or supplement the terms of the Construction Contract, any documents, instruments or agreements executed in connection therewith, and the undertaking herein made shall apply to the Supported Obligations, as changed, extended, renewed, modified, amended, supplemented or altered in any manner; (ii) exercise or refrain from exercising any rights against Original Contractor, Contractor, Contractor Guarantor or others (including TECO) or otherwise act or refrain from acting; (iii) add or release any other guarantor from its obligations without affecting or impairing the obligations of TECO hereunder; (iv) settle or compromise any Supported Obligations and/or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any obligations and liabilities which may be due to the Beneficiaries or others; (v) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner or in any order any property by whomsoever pledged or mortgaged to secure or howsoever securing the Supported Obligations or any liabilities or obligations (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof and/or any offset thereagainst; (vi) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Original Contractor, Contractor or Contractor Guarantor to the Beneficiaries under the Original Construction Contract, the Construction Contract or the Construction Contract Guaranty in the manner provided therein regardless of what obligations and liabilities remain unpaid; (vii) consent to or waive any breach of, or any act, omission or default under, the Original Construction Contract or the Construction Contract; and/or (viii) act or fail to act in any manner referred to in this Undertaking which may deprive TECO of its right to subrogation against Original Contractor, Contractor, Contractor Guarantor or any other Person to recover full indemnity for any payments made pursuant to this Undertaking or of its right of contribution against any other party. Notwithstanding any provision of this Undertaking to the contrary, no amendment to or modification of the Construction Contract resulting from the Banks', or any agent acting on behalf of, or transferee of, the Banks acting as Owner under, and as defined in, the Construction Contract (to the exclusion of TECO) pursuant to remedies provided in the Credit Documents shall affect or modify the Support Obligations in any manner without the prior written consent of TECO. (c) No invalidity, irregularity or unenforceability of the Supported Obligations or invalidity, irregularity, unenforceability or nonperfection of any collateral therefor, shall affect, impair, or be a defense to this Undertaking, which is a primary obligation of TECO. (d) This is a continuing Undertaking and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. In the event that, notwithstanding the provisions of Section 2.2(a) hereof, this Undertaking shall be deemed revocable in accordance with applicable law, then to the extent permitted by applicable law any such revocation shall become effective only upon receipt by the Beneficiaries of written notice of revocation signed by TECO. To the extent permitted by applicable law, no revocation or termination hereof shall affect in any manner rights arising under this Undertaking with respect to Supported Obligations arising prior to receipt by the Beneficiaries of written notice of such revocation or termination and the sole effect of revocation and termination hereof shall be to exclude from this Undertaking Supported Obligations thereafter arising which are unconnected with Supported Obligations theretofore arising or transactions theretofore entered into. (e) Except as otherwise provided by law or by the terms of the Original Construction Contract (as if such Original Construction Contract had remained in full force and effect and had not been replaced by the Construction Contract), each payment to be made by TECO to, or on behalf of, the Beneficiaries hereunder shall be made without deduction or withholding for or on account of Taxes. If such deduction or withholding is so required, TECO shall, upon notice thereof from. from any Beneficiary, (i) pay the amount required to be deducted or withheld to the appropriate authorities before penalties attach thereto or interest accrues thereon (including deductions from amounts payable under this Section 2.2(e)), (ii) on or before the 30th day after payment of such amount, forward to such Beneficiary an official receipt evidencing such payment (or a certified copy thereof), and (iii) in the case of any such deduction or withholding, forthwith pay to such Beneficiary such additional amount as may be necessary to ensure that the net amount actually received by such Beneficiary, free and clear of such Taxes, including any Taxes on such additional amount, is equal to the amount that such Beneficiary would have received had there been no such deduction or withholding.

Obligations Absolute and Unconditional. (a) The obligations of TECO hereunder the Company under this Loan Agreement are primary absolute and unconditional obligations of TECO and are an absolute, unconditional, continuing and irrevocable guaranty of payment and performance of the Supported Obligations and not of collectibility and are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Original Contractor's, Contractor's or Contractor Guarantor's liabilities and obligations to the Beneficiaries. If Original Contractor or Contractor shall fail to pay or perform any of the Supported Obligations as and when they are due or required, TECO shall forthwith perform or pay such Supported Obligations (and in the case of any payment required hereunder, in immediately available funds), and each such failure by Original Contractor or Contractor to pay or perform a Supported Obligation shall give rise to a separate cause of action herewith, and separate suits may be brought hereunder as each cause of action arises. (b) Subject to the following sentence, the Beneficiaries may, at any time and from time to time (whether or not after revocation or termination of this Undertaking) without the consent of or notice to TECO, except such notice as may be required by applicable law which cannot be waived or any notice required hereunder, without incurring responsibility to TECO, without impairing or releasing the obligations of TECO hereunder, upon or without any terms or conditions and in whole or in part, (i) change the manner, place and terms of payment or performance or change or extend the time of such payment or performance of, renew, or alter any Supported Obligation, or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof or in any manner modify, amend or supplement the terms of the Construction Contract, any documents, instruments or agreements executed in connection therewithCompany, and the undertaking herein made shall apply full faith and credit of the Company is pledged to the Supported Obligations, as changed, extended, renewed, modified, amended, supplemented or altered in any manner; (ii) exercise or refrain from exercising any rights against Original Contractor, Contractor, Contractor Guarantor or others (including TECO) or otherwise act or refrain from acting; (iii) add or release any other guarantor from its obligations without affecting or impairing the obligations of TECO hereunder; (iv) settle or compromise any Supported Obligations and/or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all amounts due and payable by the Company under this Loan Agreement. The Company shall pay all such amounts due and payable under this Loan Agreement using any and all available resources of the Company, as necessary. The Company shall pay all Loan Payments and other payments due under this Loan Agreement and perform its obligations, covenants and agreements under this Loan Agreement, without notice or demand, and without abatement, deduction, set-off, counterclaim, recoupment, discrimination or defense or any part thereof right of termination or cancellation arising from any circumstances whatsoever, including, without limiting the generality of the foregoing, failure of the Company to complete the construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the payment Project, the taking by eminent domain of title to or temporary use of any obligations and liabilities which may be due to or all of the Beneficiaries Project, commercial frustration of purpose, any change in the tax or others; (v) sell, exchange, release, surrender, realize upon other laws of the United States of America or otherwise deal with in any manner or in any order any property by whomsoever pledged or mortgaged to secure or howsoever securing of the Supported Obligations State of Alabama or any liabilities or obligations (including any political subdivision of those hereunder) incurred directly or indirectly in respect either thereof or hereof and/or any offset thereagainst; (vi) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities failure of Original Contractor, Contractor or Contractor Guarantor to the Beneficiaries under the Original Construction Contract, the Construction Contract Issuer or the Construction Contract Guaranty in the manner provided therein regardless of what obligations Trustee to perform and liabilities remain unpaid; (vii) consent to observe any agreement, whether express or waive any breach ofimplied, or any actduty, omission liability or default underobligation arising out of or connected with this Loan Agreement, and regardless of the Original Construction Contract or the Construction Contract; and/or (viii) act or fail to act in invalidity of any manner referred to in this Undertaking which may deprive TECO of its right to subrogation against Original Contractor, Contractor, Contractor Guarantor or any other Person to recover full indemnity for any payments made pursuant to this Undertaking or of its right of contribution against any other party. Notwithstanding any provision portion of this Undertaking to the contrary, no amendment to or modification of the Construction Contract resulting from the Banks', or any agent acting on behalf of, or transferee of, the Banks acting as Owner under, and as defined in, the Construction Contract (to the exclusion of TECO) pursuant to remedies provided in the Credit Documents shall affect or modify the Support Obligations in any manner without the prior written consent of TECO. (c) No invalidity, irregularity or unenforceability of the Supported Obligations or invalidity, irregularity, unenforceability or nonperfection of any collateral therefor, shall affect, impair, or be a defense to this Undertaking, which is a primary obligation of TECO. (d) This is a continuing Undertaking and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. In the event that, notwithstanding the provisions of Section 2.2(a) hereof, this Undertaking shall be deemed revocable in accordance with applicable law, then to the extent permitted by applicable law any such revocation shall become effective only upon receipt by the Beneficiaries of written notice of revocation signed by TECOLoan Agreement. To the extent permitted by applicable law, no revocation the Company waives the provisions of any statute or termination hereof shall affect other law now or hereafter in effect contrary to any manner rights arising of its obligations, covenants or agreements under this Undertaking with respect Loan Agreement or which releases or purports to Supported Obligations arising prior to receipt release the Company therefrom. Nothing in this Loan Agreement shall be construed as a release of the Issuer from its obligations hereunder or waiver by the Beneficiaries Company of written notice of any rights or claims the Company may have against the Issuer under this Loan Agreement or otherwise, but any recovery upon such revocation rights or termination and the sole effect of revocation and termination hereof claims shall be had from the Issuer separately, it being the intent of this Loan Agreement that the Company shall be absolutely and unconditionally obligated to exclude from perform fully all of its obligations, agreements and covenants under this Undertaking Supported Obligations thereafter arising which are unconnected with Supported Obligations theretofore arising or transactions theretofore entered into. (e) Except as otherwise provided by law or by Loan Agreement for the terms benefit of the Original Construction Contract (as if such Original Construction Contract had remained in full force and effect and had not been replaced by owners of the Construction Contract), each payment to be made by TECO to, or on behalf of, the Beneficiaries hereunder shall be made without deduction or withholding for or on account of Taxes. If such deduction or withholding is so required, TECO shall, upon notice thereof from. any Beneficiary, (i) pay the amount required to be deducted or withheld to the appropriate authorities before penalties attach thereto or interest accrues thereon (including deductions from amounts payable under this Section 2.2(e)), (ii) on or before the 30th day after payment of such amount, forward to such Beneficiary an official receipt evidencing such payment (or a certified copy thereof), and (iii) in the case of any such deduction or withholding, forthwith pay to such Beneficiary such additional amount as may be necessary to ensure that the net amount actually received by such Beneficiary, free and clear of such Taxes, including any Taxes on such additional amount, is equal to the amount that such Beneficiary would have received had there been no such deduction or withholdingBonds.