Common use of Exempted Projects Clause in Contracts

Exempted Projects. Notwithstanding anything herein to the contrary, each of the parties hereto hereby agrees and acknowledges that with respect to each of th▇ ▇▇▇▇pted Projects: (a) Each Lender and Agent party to any Debt Instrument governing or evidencing any Debt incurred by any Project Subsidiary in respect of such Exempted Project (each such Debt Instrument, being a "EXEMPTED PROJECT DEBT INSTRUMENT") shall not be prejudiced or limited by any of the waivers or extensions contemplated by this Second Collateral Call Extension Letter in connection with its exercise of remedies in connection with such Exempted Project, Project Subsidiary or any collateral provided to secure such defaulted Exempted Project Debt Instrument, including without limitation, foreclosure of any equity interests in a Project Subsidiary pledged by NRG Energy or any of its Subsidiaries; (b) NRG Energy and each of its Subsidiaries each hereby acknowledge and agree that, by entering into this Second Collateral Call Extension Letter, each of NRG Energy and each of its Subsidiaries does hereby waive, for the benefit of each holder or owner of an interest in an Exempted Project Debt Instrument, any defense, affirmative defense, offset, claim or counterclaim under any legal or equitable theory based upon the fact that NRG Energy (in respect of the Exempted Project at issue) is not named in any action or claim commenced at any time prior to the Waiver Termination Date to enforce remedies in respect of a default under the applicable Exempted Project Debt Instrument (a "COVERED ACTION"). Each of NRG Energy and each of its Subsidiaries each hereby further expressly waives the right to assert as a defense, affirmative defense, offset, claim or counterclaim in respect of any action or claim to enforce obligations of NRG Energy (in respect of the Exempted Project at issue) in respect of any Exempted Project Debt