Common use of Scope of Liability Clause in Contracts

Scope of Liability. (a) Except as set forth in this Section 11.17, notwithstanding anything to the contrary in this Agreement, any other Credit Document or any other document, certificate or instrument executed by any Loan Party pursuant hereto or thereto, none of the Secured Parties shall have any claims with respect to the transactions contemplated hereunder or thereunder against the Sponsor, its members or any of its or their respective Affiliates (other than the Borrower and, solely to the extent of the interests of Holdings in the Collateral, Holdings), any present or future holder (whether direct or indirect) of any Capital Stock in any Loan Party (other than any such Capital Stock owned by another Loan Party), or, in the case of any of their respective Affiliates (other than the Loan Parties), shareholders, officers, directors, employees, representatives, controlling persons, executives or agents (collectively, the “Non-Recourse Persons”), such claims against such Non-Recourse Persons (including as may arise by operation of law) being expressly waived hereby; provided that the foregoing provision of this Section 11.17 shall not (i) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the Obligations, or of any of the terms, covenants, conditions, or provisions of this Agreement or any other Credit Document and the same shall continue (subject to clause (iv) below, but without personal liability of the Non-Recourse Persons) until fully paid, discharged, observed, or performed; (ii) constitute a waiver, release or discharge of any lien or security interest purported to be created pursuant to the Security Documents (or otherwise impair the ability of any Secured Party to realize or foreclose upon any Collateral); (iii) limit or restrict the right of any Secured Party (or any assignee, beneficiary or successor to any of them) to name any Loan Party or any other person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Credit Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Person, except as set forth in other provisions of this Section 11.17; (iv) in any way limit or restrict any right or remedy of any Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Non-Recourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any actual fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, fraudulent conveyance or misappropriation of revenues, profits or proceeds from or of the Project or any Yards Creek – Credit Agreement Collateral, that should or would have been paid as provided herein or paid or delivered any Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Document; or (v) affect or diminish in any way or constitute a waiver, release or discharge of any obligation, covenant, or agreement made by any of the Non-Recourse Persons (or any security granted by the Non-Recourse Persons in support of the obligations of any person) under or in connection with any Credit Document (or as security for the Obligations).

Appears in 2 contracts

Samples: Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.)

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Scope of Liability. (a) Except as set forth in this Section 11.17, notwithstanding anything to the contrary in this Agreement, any other Credit Document or any other document, certificate or instrument executed by any Loan Party Obligor pursuant hereto or thereto, none of the Secured Parties shall have any claims with respect to the transactions contemplated hereunder or thereunder against the Sponsor, Sponsor its members or any of its or their respective Affiliates (other than the Borrower and, solely to the extent of the interests of Holdings in Aspen Bath – Common Terms Agreement the Collateral, Holdings), any present or future holder (whether direct or indirect) of any Capital Stock Equity Interest in any Loan Party Obligor (other than any such Capital Stock Equity Interest owned by another Loan PartyObligor), or, in the case of any of their respective Affiliates (other than the Loan PartiesObligors), shareholders, officers, directors, employees, representatives, controlling persons, executives or agents (collectively, the “Non-Recourse Persons”), such claims against such Non-Recourse Persons (including as may arise by operation of law) being expressly waived hereby; provided that the foregoing provision of this Section 11.17 shall not (i) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the Obligations, or of any of the terms, covenants, conditions, or provisions of this Agreement or any other Credit Document and the same shall continue (subject to clause (iv) below, but without personal liability of the Non-Recourse Persons) until fully paid, discharged, observed, or performed; (ii) constitute a waiver, release or discharge of any lien or security interest purported to be created pursuant to the Security Documents (or otherwise impair the ability of any Secured Party to realize or foreclose upon any Collateral); (iii) limit or restrict the right of any Secured Party (or any assignee, beneficiary or successor to any of them) to name any Loan Party Obligor or any other person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Credit Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Person, except as set forth in other provisions of this Section 11.17; (iv) in any way limit or restrict any right or remedy of any Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Non-Recourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any actual fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, fraudulent conveyance or misappropriation of revenues, profits or proceeds from or of the any Project or any Yards Creek – Credit Agreement Collateral, that should or would have been paid as provided herein or paid or delivered any Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Document; or (v) affect or diminish in any way or constitute a waiver, release or discharge of any obligation, covenant, or agreement made by any of the Non-Recourse Persons (or any security granted by the Non-Recourse Persons in support of the obligations of any person) under or in connection with any Credit Document (or as security for the Obligations).

Appears in 1 contract

Samples: Common Terms Agreement (REV Renewables, Inc.)

Scope of Liability. (a) Except as set forth in this Section 11.17, notwithstanding Notwithstanding anything to the contrary in this Agreement, any other Credit Document Operative Document, or any other document, certificate or instrument executed by any Loan Party the Borrower, the Pledgor or the Sponsor pursuant hereto or thereto, none of the Secured Parties shall have any claims with respect to the transactions contemplated hereunder or thereunder by the Operative Documents against the Sponsor, its members Sponsor or the Pledgor or any of its or their respective Affiliates (other than the Borrower andpast, solely to the extent of the interests of Holdings in the Collateral, Holdings), any present or future holder (whether direct or indirect) of any Capital Stock Equity Interests in any Loan Party (other than any such Capital Stock owned by another Loan Party)the Borrower, the Sponsor or the Pledgor or, in the case of each case, any of their respective Affiliates (other than the Loan PartiesBorrower), shareholders, officers, directors, employees, employees representatives, controlling Controlling persons, executives or agents (collectively, the “Non-Recourse Persons”), such claims against such Non-Recourse Persons (including as may 158 arise by operation of law) being expressly waived hereby; provided that the foregoing provision of this Section 11.17 9.19 shall not (ia) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the Obligations, or of any of the terms, covenants, conditions, or provisions of this Agreement or any other Credit Document and the same shall continue (subject to clause (iv) below, but without personal liability of to the Non-Recourse Persons) until fully paid, discharged, observed, or performed; (iib) constitute a waiver, release or discharge of any lien or security interest purported to be created pursuant to the Security Collateral Documents (or otherwise impair the ability of any Secured Party to realize or foreclose upon any Collateral); , (iiic) limit or restrict the right of the Administrative Agent, the Collateral Agent, the Loan Insurer or any other Secured Party (or any assignee, beneficiary or successor to any of them) to name any Loan Party the Borrower or any other person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Credit Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Person, except as set forth in other provisions of this Section 11.179.19; (ivd) in any way limit or restrict any right or remedy of the Administrative Agent, the Collateral Agent, the Loan Insurer or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Non-Recourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any actual fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, fraudulent conveyance or misappropriation of Operating Revenues or any other earnings, revenues, rents, issues, profits or proceeds from or of the Project or any Yards Creek – Credit Agreement Collateral, that should or would have been paid as provided herein or paid or delivered to the Administrative Agent, the Collateral Agent, the Loan Insurer or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Document; or (ve) affect or diminish in any way or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement made by any of the Non-Recourse Persons (or any security granted by the Non-Recourse Persons in support of the obligations of any person) under or in connection with any Credit Collateral Document (or as security for the Obligationsobligations of the Borrower), the Sponsor Support Agreement, or the Pledge Agreements; or (f) limit the liability of (i) any person who is a party to any Operative Document or has issued any certificate or other statement in connection therewith with respect to such liability as may arise by reason of the terms and conditions of such Operative Document (but subject to any limitation of liability, if any, in such Operative Document), certificate or statement, or (ii) any Person rendering a legal opinion pursuant to the terms of any Credit Document, in each case under this clause (f) relating solely to such liability of such person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Section 9.19 shall survive the termination of this Agreement, the termination of all Commitments and the full payment and performance of the Obligations hereunder and under the other Operative Documents.

Appears in 1 contract

Samples: Credit Agreement (Dynegy Inc /Il/)

Scope of Liability. (a) Except as set forth in this Section 11.17Article 9, notwithstanding anything in any Credit Document to the contrary in this Agreementcontrary, any other Credit Document or any other document, certificate or instrument executed by any Loan Party pursuant hereto or thereto, none of the Secured Parties shall have any no claims with respect to the transactions contemplated hereunder or thereunder by the Operative Documents against AZ Biomass, the Sponsor, its members Sponsor or any of its or their respective Affiliates (other than the Borrower and, solely to the extent of the interests of Holdings in the Collateral, Holdings), any present or future holder (whether direct or indirect) of any Capital Stock in any Loan Party (other than any such Capital Stock owned by another Loan Party), or, in the case of any of their respective Affiliates (other than the Loan PartiesBorrowers), shareholders, officers, directors, employees, representatives, controlling persons, executives directors or agents employees (collectively, the “Non-Recourse Nonrecourse Persons”), such claims and the Secured Parties’ recourse against such Non-Recourse Borrowers and the Nonrecourse Persons (including shall be limited to the Collateral, the Project, all Project Revenues, all Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds, and all income or revenues of the foregoing as may arise by operation of law) being expressly waived herebyand to the extent provided herein and in the Collateral Documents; provided provided, that the foregoing provision of this Section 11.17 Article 9 shall not in any way (ia) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the Obligationsindebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement or any other Credit Document (and the same shall continue (subject to clause (iv) belowcontinue, but without personal liability of to the Non-Recourse Nonrecourse Persons) , until fully paid, discharged, observed, or performed) or otherwise relieve any such Person from its obligations under the Credit Documents to which such Nonrecourse Person is a party or shall preclude, restrict, reduce, limit or otherwise affect the rights, powers and remedies of the Secured Parties to enforce (or cause to be enforced) such obligations against such Person or such Person’s properties to the extent permitted by any Credit Document to which such Nonrecourse Person is a party; (iib) constitute a waiverlimit, release or discharge of any lien or security interest purported to be created pursuant to the Security Documents (reduce, restrict or otherwise impair the ability of any Secured Party to realize or foreclose upon any Collateral); (iii) limit or restrict affect the right of any Secured Party (or any assignee, beneficiary or successor to any of them) to name any Loan Party Borrowers or any other person Nonrecourse Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Credit Document, or for injunction or specific performanceperformance of such Credit Document, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Nonrecourse Person, except as set forth in other provisions of this Section 11.17Article 9; (ivc) in any way limit limit, reduce, restrict or restrict otherwise affect any right or remedy of any Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Non-Recourse Nonrecourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any actual fraud fraud, willful misrepresentation (which shall not include innocent or negligent misrepresentation), willful misrepresentation, fraudulent conveyance or misappropriation of Project Revenues, Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds or any other earnings, revenues, rents, issues, profits or proceeds from or of the Project or any Yards Creek – Credit Agreement Collateral, that should or would have been paid as provided herein or paid or delivered to any Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Document; or (vd) affect or diminish in any way or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement in respect of the transactions contemplated by the Operative Documents made by any of the Non-Recourse Nonrecourse Persons (or any security granted by the Non-Recourse Nonrecourse Persons in support of the obligations of such Persons under any person) under or in connection with any Credit Collateral Document (or as security for the obligations of Borrowers) or the Sponsor Guaranty; and (e) limit the liability of (i) any Person who is a party to any Project Document or has issued any certificate or other statement in connection therewith with respect to such liability as may arise solely by reason of the terms and conditions of such Project Document (but subject to any limitation of liability in such Project Document), certificate or statement, or (ii) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (e) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 9 shall survive the termination of 100 this Agreement, the termination of all Commitments and the Swap Agreements to which any Secured Party is a party and the payment and performance in full of the Obligations).

Appears in 1 contract

Samples: Credit Agreement (Renegy Holdings, Inc.)

Scope of Liability. (a) Except as set forth in this Section 11.17, notwithstanding Notwithstanding anything to the contrary in this Agreement, any other Credit Financing Document or any other document, certificate or instrument executed by any Loan Party pursuant hereto or thereto, none of the Joint Lead Arrangers, the Documentation Agents, the Syndication Agents, Secured Parties and their Related Parties shall have any claims with respect to the transactions contemplated hereunder or thereunder by the Financing Documents against Construction Pledgor, TE Partnership, Sponsor Partner, Class B Member, the SponsorEquity Contributing Parties, its members or any of its or their respective Affiliates (other than the Borrower and, solely to the extent of the interests of Holdings in the Collateral, Holdings)Parents, any present or future holder (whether direct or indirect) of any Capital Stock Equity Interests in any Loan Party (other than any such Capital Stock owned by another Loan Party)Construction Pledgor, TE Partnership, the Sponsor Partner, Class B Member, the Equity Contributing Parties or the Parents or, in the case of any case, any of their respective Affiliates (other than the Loan Borrower) (except, in each case, to the extent set forth in the Financing Documents to which Construction Pledgor, TE Partnership, the Sponsor Partner, Class B Member, the Equity Contributing Parties, the Parents or any other such holder of Equity Interests is a party), shareholders, members, officers, directors, employees, representatives, controlling persons, executives or agents (collectively, the “Non-Recourse Persons”), such claims against such Non-Recourse Persons (including as may arise by operation of law) being expressly waived hereby; provided that the foregoing provision of this Section 11.17 10.15 shall not (i) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the Obligations, or of any of the terms, covenants, conditions, or provisions of this Agreement or any other Credit Document and the same shall continue (subject to clause (iv) belowFinancing Document, but without personal liability of the Non-Recourse Persons) until fully paid, discharged, observed, or performed; (ii) constitute a waiver, release or discharge of any lien Lien or security interest purported to be created pursuant to the Security Documents (or otherwise impair the ability of any Secured Party to realize or foreclose upon any Collateral); , (iii) limit or restrict the right of any Secured Party (or any assignee, assignee or beneficiary thereof or successor to any of themthereto) to name any Loan Party or any other person Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Credit Financing Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Person, except as set forth in other provisions of this Section 11.17; 10.15, (iv) in any way limit or restrict any right or remedy of any Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Non-Recourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any actual fraud (which shall not include innocent or negligent misrepresentation)fraud, willful misrepresentation, fraudulent conveyance or misappropriation of revenues, profits or proceeds from or of the Project or any Yards Creek – Credit Agreement Collateral, Collateral that should or would have been paid as provided herein or paid or delivered any to a Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Financing Document; or , (v) affect or diminish in any way or constitute a waiver, release or discharge of any obligation, covenant, or agreement made by any of the Non-Recourse Persons (or any security granted by the Non-Recourse Persons in support of the obligations of any personPerson) under or in connection with the Equity Contribution Agreement, any Credit Member Guaranty or any other Financing Document (or as security for the Obligations) or limit or restrict the right of any Agent or Secured Party to enforce such obligations against such Non-Recourse Person or (vi) limit the liability of (x) any Person who is party to any Project Document or has issued any certificate or other statement in connection therewith with respect to such liability as may arise by reason of the terms and conditions of such Project Document (but subject to any limitation of liability in such Project Document), certificate or statement, (y) any Person party to the Equity Contribution Agreement or Member Guaranty or (z) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (vi) relating solely to the liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Section 10.15 shall survive the Termination Date.

Appears in 1 contract

Samples: Credit Agreement (Avangrid, Inc.)

Scope of Liability. (a) Except as set forth in this Section 11.17, notwithstanding Notwithstanding anything to the contrary in this Agreement, any other Credit Loan Document or any other document, certificate or instrument executed by any Loan Party Person pursuant hereto or thereto, none of the Secured Parties shall have any claims with respect to the transactions contemplated hereunder or thereunder by the Loan Documents against the Sponsor, its members or any of its or their respective Affiliates (other than the Borrower and, solely to the extent of the interests of Holdings in the Collateral, Holdings), any present or future holder (whether direct or indirect) of any Capital Stock in any Loan Party (other than any such Capital Stock owned by another Loan Party)Equity Interests of the Parent, or, in the case of Borrower or any of their respective Affiliates (other than (x) the Loan PartiesParent and (y) the Borrower, in each case as provided in the Collateral Agreement), shareholders, officers, directors, members, managers, partners, employees, representatives, controlling persons, executives or agents (collectively, the “Non-Recourse Persons”), such claims against such Non-Recourse Persons (including as may arise by operation of law) being expressly waived hereby; provided that the foregoing provision of this Section 11.17 9.25 shall not (ia) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the Obligations, or of any of the terms, covenants, conditions, or provisions of this Agreement or any other Credit Loan Document and the same shall continue (subject to clause (iv) below, but without personal liability of the Non-Recourse Persons) until fully paid, discharged, observed, observed or performed; , (iib) constitute a waiver, release or discharge of any lien or security interest purported to be created pursuant to the Security Documents Collateral Agreement (or otherwise impair the ability of any Secured Party to realize or foreclose upon any Collateral); , (iiic) limit or restrict the right of any Agent or any other Secured Party (or any assignee, beneficiary or successor to any of them) to name any Loan Party the Parent, the Borrower or any other person Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Credit Loan Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Person, except as set forth in other provisions of this Section 11.17; (ivd) in any way limit or restrict any right or remedy of any Agent or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Non-Recourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any actual fraud (which shall not include innocent or negligent misrepresentation)fraud, willful misrepresentation, fraudulent conveyance or misappropriation of revenues, profits or proceeds from or of the Project or any Yards Creek – Credit Agreement Collateral, Collateral that should or would have been paid as provided herein or paid or delivered to any Agent or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Loan Document; , or (ve) affect or diminish in any way or constitute a waiver, release or discharge of any obligation, covenant, or agreement made by any of the Non-Recourse Persons (or any security granted by the Non-Recourse Persons in support of the obligations of any personPerson) under or in connection with any Credit Loan Document (or as security for the Secured Obligations). The limitations on recourse and other provisions set forth in this Section 9.25 shall survive the payment in full of all Obligations and Secured Obligations and the termination of all Commitments.

Appears in 1 contract

Samples: Assignment and Assumption (Summit Midstream Partners, LP)

Scope of Liability. (a) Except as set forth in this Section 11.179.18, notwithstanding anything to the contrary in this Agreement, any other Credit Loan Document or any other document, certificate or instrument executed by any Loan Party pursuant hereto or thereto, none of the Secured Lender Parties shall have any claims with respect to the transactions contemplated hereunder or thereunder against the Sponsor, its members or any of its or their respective Affiliates (other than the Borrower and, solely to the extent of the interests of Holdings in the Collateral, Holdings)Company’s Affiliates, any present or future holder (whether direct or indirect) of any Capital Stock in any Loan Party the Company (other than any such the Capital Stock owned of the Company held by another Loan PartyParent), or, in the case of any of their respective Affiliates (other than the Loan Parties), shareholders, officers, directors, employees, representatives, controlling personsPersons, executives or agents (collectively, the “Non-Recourse Persons”), such claims against such Non-Recourse Persons (including as may arise by operation of law) being expressly waived hereby; provided that the foregoing provision of this Section 11.17 9.18 shall not (i) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the Credit Facility Obligations, or of any of the terms, covenants, conditions, or provisions of this Agreement or any other Credit Loan Document and the same shall continue (subject to clause (iv) below, but without personal liability of the Non-Recourse Persons) until fully paid, discharged, observed, or performed; (ii) constitute a waiver, release or discharge of any lien or security interest purported to be created pursuant to the any Security Documents (or otherwise impair the ability of any Secured Party to realize or foreclose upon any Collateral); (iii) limit or restrict the right of any Secured Agent or Lender Party (or any assignee, beneficiary or successor to any of them) to name any Loan Party or any other person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Credit Loan Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Person, except as set forth in other provisions of this Section 11.179.18; (iv) in any way limit or restrict any right or remedy of any Secured Agent or Lender Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Non-Recourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any actual fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, fraudulent conveyance or misappropriation of revenues, profits or proceeds from or of the Project or any Yards Creek – Credit Agreement CollateralCollateral under any Security Documents, that should or would have been paid as provided herein or paid or delivered to any Secured Agent or Lender Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Loan Document; or (v) affect or diminish in any way or constitute a waiver, release or discharge of any express obligation, covenant, or agreement made by any of the Non-Recourse Persons (or any security granted by the Non-Recourse Persons in support of the obligations of any person) under or in connection with any Credit Loan Document (or as security for the Credit Facility Obligations).

Appears in 1 contract

Samples: Credit Agreement (REV Renewables, Inc.)

Scope of Liability. (a) Except as set forth in this Section 11.17Article 9, notwithstanding anything in any Credit Document to the contrary in this Agreementcontrary, any other Credit Document or any other document, certificate or instrument executed by any Loan Party pursuant hereto or thereto, none of the Secured Parties shall have any no claims with respect to the transactions contemplated hereunder or thereunder by the Operative Documents against the Sponsor, its members Sponsor or any of its or their respective Affiliates (other than the Borrower and, solely to the extent of the interests of Holdings in the Collateral, Holdings), any present or future holder (whether direct or indirect) of any Capital Stock in any Loan Party (other than any such Capital Stock owned by another Loan Party), or, in the case of any of their respective Affiliates (other than the Loan PartiesBorrowers), shareholders, officers, directors, employees, representatives, controlling persons, executives directors or agents employees (collectively, the “Non-Recourse "Nonrecourse Persons"), such claims and the Secured Parties' recourse against such Non-Recourse Borrowers and the Nonrecourse Persons (including shall be limited to the Collateral, the Project, all Project Revenues, all Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds, and all income or revenues of the foregoing as may arise by operation of law) being expressly waived herebyand to the extent provided herein and in the Collateral Documents; provided provided, that the foregoing provision of this Section 11.17 Article 9 shall not in any way (ia) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the Obligationsindebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement or any other Credit Document (and the same shall continue (subject to clause (iv) belowcontinue, but without personal liability of to the Non-Recourse Nonrecourse Persons) , until fully paid, discharged, observed, or performed) or otherwise relieve any such Person from its obligations under the Credit Documents to which such Nonrecourse Person is a party or shall preclude, restrict, reduce, limit or otherwise affect the rights, powers and remedies of the Secured Parties to enforce (or cause to be enforced) such obligations against such Person or such Person's properties to the extent permitted by any Credit Document to which such Nonrecourse Person is a party; (iib) constitute a waiverlimit, release or discharge of any lien or security interest purported to be created pursuant to the Security Documents (reduce, restrict or otherwise impair the ability of any Secured Party to realize or foreclose upon any Collateral); (iii) limit or restrict affect the right of any Secured Party (or any assignee, beneficiary or successor to any of them) to name any Loan Party Borrowers or any other person Nonrecourse Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Credit Document, or for injunction or specific performanceperformance of such Credit Document, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Nonrecourse Person, except as set forth in other provisions of this Section 11.17Article 9; (ivc) in any way limit limit, reduce, restrict or restrict otherwise affect any right or remedy of any Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Non-Recourse Nonrecourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any actual fraud fraud, willful misrepresentation (which shall not include innocent or negligent misrepresentation), willful misrepresentation, fraudulent conveyance or misappropriation of Project Revenues, Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds or any other earnings, revenues, rents, issues, profits or proceeds from or of the Project or any Yards Creek – Credit Agreement Collateral, that should or would have been paid as provided herein or paid or delivered to any Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Document; or (vd) affect or diminish in any way or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement in respect of the transactions contemplated by the Operative Documents made by any of the Non-Recourse Nonrecourse Persons (or any security granted by the Non-Recourse Nonrecourse Persons in support of the obligations of such Persons under any person) under or in connection with any Credit Collateral Document (or as security for the obligations of Borrowers) or the Sponsor Guaranty; and (e) limit the liability of (i) any Person who is a party to any Project Document or has issued any certificate or other statement in connection therewith with respect to such liability as may arise solely by reason of the terms and conditions of such Project Document (but subject to any limitation of liability in such Project Document), certificate or statement, or (ii) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (e) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 9 shall survive the termination of this Agreement, the termination of all Commitments and the Swap Agreements to which any Secured Party is a party and the payment and performance in full of the Obligations).

Appears in 1 contract

Samples: Credit Agreement (Renegy Holdings, Inc.)

Scope of Liability. (a) Except as set forth in this Section 11.17Article 9, notwithstanding anything in the Credit Agreement or the other Credit Documents to the contrary in this Agreementcontrary, any other Credit Document or any other document, certificate or instrument executed by any Loan Party pursuant hereto or thereto, none of the Secured Parties Banks shall have any no claims with respect to the transactions contemplated hereunder or thereunder by the Operative Documents against the SponsorPortfolio Entities, its members the Partners, Calpine or any of its or their respective Affiliates (other than the Borrower and, solely to the extent of the interests of Holdings in the Collateral, Holdings), any present or future holder (whether direct or indirect) of any Capital Stock in any Loan Party (other than any such Capital Stock owned by another Loan Party), or, in the case of any of their respective Affiliates (other than the Loan PartiesPortfolio Entities), shareholders, officers, directorsdirectors or employees (collectively the "Nonrecourse Persons"), employees, representatives, controlling persons, executives or agents (collectivelyand the Banks' recourse against the Portfolio Entities shall be limited to the Collateral, the “Non-Recourse Persons”Projects, the Turbines and the equipment and assets owned by the Equipment Finance Companies (and all portions thereof and rights or appurtenances thereto), such claims against such Non-Recourse Persons (including all Project Revenues, all Proceeds, and all income or revenues of the foregoing as may arise by operation of law) being expressly waived herebyand to the extent provided herein and in the Collateral Documents; provided that (a) the foregoing provision of this Section 11.17 Article 9 shall not (i) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the Obligationsindebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement or Agreement, any other Security Document or Credit Document and the same shall continue (subject to clause (iv) below, but without personal liability of to the Non-Recourse PersonsNonrecourse Person or to the Portfolio Entities except as provided herein and therein) until fully paid, discharged, observed, or performed; (iib) constitute a waiver, release or discharge the foregoing provision of any lien or security interest purported to be created pursuant to the Security Documents (or otherwise impair the ability of any Secured Party to realize or foreclose upon any Collateral); (iii) this Article 9 shall not limit or restrict the right of any Secured Party Administrative Agent and/or the Banks (or any assignee, beneficiary or successor to any of them) to name any Loan Party the Portfolio Entities or any other person Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Security Document or Credit Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Nonrecourse Person, and recourse to the Portfolio Entities shall be limited as provided above, except as set forth in other provisions this Article 9, (c) the foregoing provision of this Section 11.17; (iv) Article 9 shall not in any way limit or restrict any right or remedy of any Secured Party Administrative Agent and/or the Banks (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of 110 the Non-Recourse Nonrecourse Persons and the Portfolio Entities shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any actual fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, fraudulent conveyance or misappropriation of Project Revenues, Proceeds or any other earnings, revenues, rents, issues, profits or proceeds from or of the Project or any Yards Creek – Credit Agreement Collateral, Collateral that should or would have been paid as provided herein or paid or delivered to Administrative Agent or any Secured Party Bank (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Document; or (vd) the foregoing provision of this Article 9 shall not affect or diminish in any way or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement in respect of any Project or Turbine made by any of the Non-Recourse Nonrecourse Persons (or any security granted by the Non-Recourse Nonrecourse Persons in support of the obligations of such persons under any person) under or in connection with any Credit Equity Document (or as security for the Obligationsobligations of the Portfolio Entities; and (e) nothing contained herein shall limit the liability of (i) any Person who is a party to any Project Document or Turbine Purchase Contract or has issued any certificate or other statement in connection therewith with respect to such liability as may arise by reason of the terms and conditions of such Project Document or Turbine Purchase Contract (but subject to any limitation of liability in such Project Document or Turbine Purchase Contract), certificate or statement, or (ii) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (e) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 9 shall survive the termination of this Agreement and the full payment and performance of the Obligations hereunder and under the other Operative Documents.

Appears in 1 contract

Samples: Security Agreement (Calpine Corp)

Scope of Liability. The liability of Debtor hereunder shall not be reduced, impaired or affected in any way by reason of (a) Except as set forth in this Section 11.17any failure to obtain, notwithstanding anything to retain or preserve, or the contrary in this Agreementlack of prior enforcement of, any other Credit Document rights against any Person or Persons liable for the Obligations (including Borrower and Debtor) or in any property, (b) the invalidity, unenforceability or voidability of any Obligations or any liens or rights in any property pledged by any Person or Persons, (c) any delay in making demand upon Borrower or any delay in enforcing, or any failure to enforce, any rights against Borrower or any other document, certificate Person or instrument executed Persons liable for any or all of the Obligations or in any property pledged by any Loan Party pursuant hereto Person or theretoPersons, none even if such rights are thereby lost, (d) any failure, neglect or omission on Secured Party's part to obtain, perfect or continue any lien upon, protect, exercise rights against, or realize on, any property of Borrower, Debtor or any other party securing the Secured Parties shall have Obligations, (e) the existence or nonexistence of any claims defenses which may be available to the Borrower with respect to the transactions contemplated hereunder or thereunder against Obligations, (f) the Sponsor, its members or any of its or their respective Affiliates (other than the Borrower and, solely to the extent of the interests of Holdings in the Collateral, Holdings), any present or future holder (whether direct or indirect) granting of any Capital Stock in waiver or forbearance at any Loan Party (other than time and for any such Capital Stock owned by another Loan Party), or, in the case of any of their respective Affiliates (other than the Loan Parties), shareholders, officers, directors, employees, representatives, controlling persons, executives or agents (collectively, the “Non-Recourse Persons”), such claims against such Non-Recourse Persons (including as may arise by operation of law) being expressly waived hereby; provided that the foregoing provision of this Section 11.17 shall not (i) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the Obligations, or of any of the terms, covenants, conditions, or provisions of this Agreement or any other Credit Document and the same shall continue (subject to clause (iv) below, but without personal liability of the Non-Recourse Persons) until fully paid, discharged, observed, or performed; (ii) constitute a waiver, release or discharge of any lien or security interest purported to be created pursuant to the Security Documents (or otherwise impair the ability of any Secured Party to realize or foreclose upon any Collateral); (iii) limit or restrict the right of any Secured Party (or any assignee, beneficiary or successor to any of them) to name any Loan Party or any other person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or period with respect to this Agreement any performance by Borrower or any other Credit DocumentEvent(s) of Default under the Loan Agreement, or for injunction or specific performance, so long as no judgment in (g) the nature of a deficiency judgment shall be enforced against any Non-Recourse Person, except as set forth in other provisions of this Section 11.17; (iv) in any way limit or restrict any right or remedy commencement of any Secured Party bankruptcy, reorganization, liquidation, dissolution or receivership proceeding or case filed by or against Borrower or Debtor or (or any assignee or beneficiary thereof or successor theretoh) with respect to, and each of the Non-Recourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any actual fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, fraudulent conveyance or misappropriation of revenues, profits or proceeds from or of the Project or any Yards Creek – Credit Agreement Collateral, that should or would have been paid as provided herein or paid or delivered any Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Document; fact, event, condition or (v) affect or diminish in any way or constitute omission which may give rise to a waiver, release or discharge defense against Secured Party. Secured Party's right to receive payments and proceeds of Collateral is free and clear of any obligationdeduction, covenantoffset, defense, claim or agreement made by any of the Non-Recourse Persons (or any security granted by the Non-Recourse Persons in support of the obligations counterclaim of any person) under or in connection with any Credit Document (or as security for the Obligations)kind.

Appears in 1 contract

Samples: Security Agreement (Empire Resorts Inc)

Scope of Liability. (a) Except as set forth in this Section 11.17, notwithstanding Notwithstanding anything to the contrary in this Agreement, any other Credit Financing Document or any other document, certificate or instrument executed by any Loan Party pursuant hereto or Pledgor thereto, none of the Joint Lead Arrangers, the Documentation Agents, the Syndication Agents, Secured Parties and their Related Parties shall have any claims with respect to the transactions contemplated hereunder or thereunder by the Financing Documents against Construction Pledgor, TE Partnership, Sponsor Partner, Class B Member, the Sponsor, its members or any of its or their respective Affiliates (other than the Borrower and, solely to the extent of the interests of Holdings in the Collateral, Holdings)Parents, any present or future holder (whether direct or indirect) of any Capital Stock Equity Interests in any Loan Party (other than any such Capital Stock owned by another Loan Party)Construction Pledgor, TE Partnership, the Sponsor Partner, Class B Member, or the Parents or, in the case of any case, any of their respective Affiliates (other than the Loan PartiesBorrower) (except, in each case, to the extent set forth in the Financing Documents to which Construction Pledgor, TE Partnership, the Sponsor Partner, Class B Member, the Parents or any other such holder of Equity Interests is a party), shareholders, members, officers, directors, employees, representatives, controlling persons, executives or agents (collectively, the “Non-Recourse Persons”), such claims against such Non-Recourse Persons (including as may arise by operation of law) being expressly waived hereby; provided that the foregoing provision of this Section 11.17 9.15 shall not (i) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the Obligations, or of any of the terms, covenants, conditions, or provisions of this Agreement or any other Credit Document and the same shall continue (subject to clause (iv) belowFinancing Document, but without personal liability of the Non-Recourse Persons) until fully paid, discharged, observed, or performed; (ii) constitute a waiver, release or discharge of any lien Lien or security interest purported to be created pursuant to the Security Documents (or otherwise impair the ability of any Secured Party to realize or foreclose upon any Collateral); , (iii) limit or restrict the right of any Secured Party (or any assignee, assignee or beneficiary thereof or successor to any of themthereto) to name any Loan Party Party, any Pledgor or any other person Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Credit Financing Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Person, except as set forth in other provisions of this Section 11.17; 9.15, (iv) in any way limit or restrict any right or remedy of any Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Non-Recourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any actual fraud (which shall not include innocent or negligent misrepresentation)fraud, willful misrepresentation, fraudulent conveyance or misappropriation of revenues, profits or proceeds from or of the Project or any Yards Creek – Credit Agreement Collateral, Collateral that should or would have been paid as provided herein or paid or delivered any to a Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Financing Document; or , (v) affect or diminish in any way or constitute a waiver, release or discharge of any obligation, covenant, or agreement made by any of the Non-Recourse Persons (or any security granted by the Non-Recourse Persons in support of the obligations of any personPerson) under or in connection with any Credit Financing Document (or as security for the Obligations) or limit or restrict the right of any Agent or Secured Party to enforce such obligations against such Non-Recourse Person or (vi) limit the liability of (x) any Person who is party to any Project Document or has issued any certificate or other statement in connection therewith with respect to such liability as may arise by reason of the terms and conditions of such Project Document (but subject to any limitation of liability in such Project Document), certificate or statement, or (y) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (vi) relating solely to the liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Section 9.15 shall survive the Termination Date.

Appears in 1 contract

Samples: Credit Agreement (Avangrid, Inc.)

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Scope of Liability. (a) Except as set forth in this Section 11.17, notwithstanding Notwithstanding anything to the contrary in this Agreement, any other Credit Loan Document or any other document, certificate or instrument executed by any Loan Party Person pursuant hereto or thereto, none of the Secured Parties shall have any claims with respect to the transactions contemplated hereunder or thereunder by the Loan Documents against the Sponsor, its members or any of its or their respective Affiliates (other than the Borrower and, solely to the extent of the interests of Holdings in the Collateral, Holdings), any present or future holder (whether direct or indirect) of any Capital Stock in any Equity Interests of the Loan Party (other than any such Capital Stock owned by another Loan Party), or, in the case of Parties or any of their respective Affiliates (other than the Loan Parties, in each case as provided in the Collateral Agreement), shareholders, officers, directors, members, managers, partners, employees, representatives, controlling persons, executives or agents (collectively, the “Non-Recourse Persons”), such claims against such Non-Recourse Persons (including as may arise by operation of law) being expressly waived hereby; provided that the foregoing provision of this Section 11.17 9.25 shall not (ia) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the Obligations, or of any of the terms, covenants, conditions, or provisions of this Agreement or any other Credit Loan Document and the same shall continue (subject to clause (iv) below, but without personal liability of the Non-Recourse Persons) until fully paid, discharged, observed, observed or performed; , (iib) constitute a waiver, release or discharge of any lien or security interest purported to be created pursuant to the Security Documents Collateral Agreement (or otherwise impair the ability of any Secured Party to realize or foreclose 105 upon any Collateral); , (iiic) limit or restrict the right of any Agent or any other Secured Party (or any assignee, beneficiary or successor to any of them) to name any the Loan Party Parties or any other person Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Credit Loan Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Person, except as set forth in other provisions of this Section 11.17; (ivd) in any way limit or restrict any right or remedy of any Agent or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Non-Recourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any actual fraud (which shall not include innocent or negligent misrepresentation)fraud, willful misrepresentation, fraudulent conveyance or misappropriation of revenues, profits or proceeds from or of the Project or any Yards Creek – Credit Agreement Collateral, Collateral that should or would have been paid as provided herein or paid or delivered to any Agent or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Loan Document; or , (ve) affect or diminish in any way or constitute a waiver, release or discharge of any obligation, covenant, or agreement made by any of the Non-Recourse Persons (or any security granted by the Non-Recourse Persons in support of the obligations of any personPerson) under or in connection with any Credit Loan Document (or as security for the Secured Obligations), or (f) in any way limit or restrict any right or remedy of any Agent or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Non-Recourse Persons shall remain fully liable to the extent such Persons issued, any letter of credit to satisfy the Borrowers’ obligations regarding the Debt Service Reserve Account. The limitations on recourse and other provisions set forth in this Section 9.25 shall survive the payment in full of all Obligations and Secured Obligations and the termination of all Commitments.

Appears in 1 contract

Samples: Credit Agreement (Global Infrastructure Investors III, LLC)

Scope of Liability. Notwithstanding any other provision of the Financing Documents (a) Except as set forth in this Section 11.17, notwithstanding anything but subject to the contrary in last sentence of, and other limitations and qualifications contained in, this AgreementArticle 8), any other Credit Document or any other documentthere shall be no recourse against Holdings, certificate or instrument executed by any Loan Party pursuant hereto or thereto, none of the Secured Parties shall have any claims with respect to the transactions contemplated hereunder or thereunder against the Idaho Sponsor, its members Sponsor or any of its or their respective Affiliates (other than the Borrower and, solely to the extent of the interests of Holdings in the Collateral, Holdingsexcept Borrower), any present or future holder (whether direct the stockholders or indirect) of any Capital Stock in any Loan Party (other than any such Capital Stock owned by another Loan Party)owners, orofficers, in the case directors or employees of any of their respective Affiliates them (other than the Loan Parties)each, shareholders, officers, directors, employees, representatives, controlling persons, executives or agents (collectively, the a “Non-Recourse PersonsParty”), such claims for any liability to Lender arising in connection with this Agreement (whether in contract, tort, strict liability or otherwise) except to the extent the same is enforced against such Borrower and the Collateral and the proceeds and products of the Collateral, and Lender shall look solely to Borrower (but not to any Non-Recourse Persons (including Party except as may arise by operation provided herein) and the Collateral and the rents, issues, profits, proceeds and products of law) being expressly waived hereby; the Collateral in enforcing rights and obligations under and in connection with the Financing Documents, provided that (a) the foregoing provision provisions of this Section 11.17 Article 8 shall not (i) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the Obligationsindebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement Agreement, the Note, any Collateral Document or any other Credit Financing Document (but without personal liability to the Non-Recourse Parties except as in such Collateral Document or other Financing Document to which it is a party), and the same shall continue (subject to clause (iv) below, but without personal liability of until the Non-Recourse Persons) until Loan Commitment has been terminated and all Obligations have been fully paid, discharged, observed, or performed; (iib) constitute a waiver, release or discharge the foregoing provisions of any lien or security interest purported to be created pursuant to the Security Documents (or otherwise impair the ability of any Secured Party to realize or foreclose upon any Collateral); (iii) this Article 8 shall not limit or restrict the right of any Secured Party (or any assignee, beneficiary or successor to any of them) Lender to name any Loan Party Borrower or any other person Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement Agreement, the Project, any Collateral Document or any other Credit Financing Document, or otherwise, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse PersonParty out of any property, except as set forth in assets or funds other than the Collateral and the proceeds or products of the Collateral, and any other property of Borrower; and (c) the foregoing provisions of this Section 11.17; (iv) Article 8 shall not affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement made by any of the Non-Recourse Parties in any way Collateral Document or other Financing Document to which it is a party or any security granted by the Non-Recourse Parties in support of the obligations of such Persons under any guaranty or as security for the obligations of Borrower, including Idaho Sponsor’s and Sponsor’s obligations under the Sponsor Cash Grant Shortfall Guaranty, with respect to which Idaho Sponsor, Sponsor or such other Non-Recourse Party, as applicable, shall be personally liable to the extent provided therein. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained in this Article 8 shall be deemed to (a) limit or restrict any right or remedy of any Secured Party Lender (or any assignee or beneficiary thereof or successor thereto) with respect to, and each Borrower and all of the Non-Recourse other Persons described above shall remain fully liable to the extent that it such Person would otherwise be liable for its own actions with respect to, any actual fraud (which shall not include innocent or negligent misrepresentation)fraud, willful misrepresentation, fraudulent conveyance misconduct or misappropriation of revenues, profits or proceeds from or gross negligence; (b) limit in any respect the enforceability against the parties thereto of the Project Collateral Documents, the Sponsor Cash Grant Shortfall Guaranty, the Fee Letters or any Yards Creek – Credit Agreement Collateral, that should or would have been paid as provided herein or paid or delivered any Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit DocumentOperative Document in accordance with their respective terms; or (vc) affect or diminish release any legal consultant in any way or constitute a waiver, release or discharge its capacity as such from liability on account of any obligation, covenant, or agreement made by any of the Non-Recourse Persons (or any security granted by the Non-Recourse Persons in support of the obligations of any person) under or legal opinion rendered in connection with any Credit Document (or as security for the Obligations)transactions contemplated hereby.

Appears in 1 contract

Samples: Financing Agreement (Us Geothermal Inc)

Scope of Liability. (a) Except as set forth in this Section 11.17, notwithstanding Notwithstanding anything to the contrary in this Agreement, any other Credit Document Operative Document, or any other document, certificate or instrument executed by any Loan Party the Borrower, the Pledgor or the Sponsor pursuant hereto or thereto, none of the Secured Parties shall have any claims with respect to the transactions contemplated hereunder or thereunder by the Operative Documents against the Sponsor, its members Sponsor or the Pledgor or any of its or their respective Affiliates (other than the Borrower andpast, solely to the extent of the interests of Holdings in the Collateral, Holdings), any present or future holder (whether direct or indirect) of any Capital Stock Equity Interests in any Loan Party (other than any such Capital Stock owned by another Loan Party)the Borrower, the Sponsor or the Pledgor or, in the case of each case, any of their respective Affiliates (other than the Loan PartiesBorrower), shareholders, officers, directors, employees, employees representatives, controlling Controlling persons, executives or agents (collectively, the “Non-Recourse Persons”), such claims against such Non-Recourse Persons (including as may arise by operation of law) being expressly waived hereby; provided that the foregoing provision of this Section 11.17 9.19 shall not (ia) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the Obligations, or of any of the terms, covenants, conditions, or provisions of this Agreement or any other Credit Document and the same shall continue (subject to clause (iv) below, but without personal liability of to the Non-Recourse Persons) until fully paid, discharged, observed, or performed; (iib) constitute a waiver, release or discharge of any lien or security interest purported to be created pursuant to the Security Collateral Documents (or otherwise impair the ability of any Secured Party to realize or foreclose upon any Collateral); , (iiic) limit or restrict the right of the Administrative Agent, the Collateral Agent, the Loan Insurer or any other Secured Party (or any assignee, beneficiary or successor to any of them) to name any Loan Party the Borrower or any other person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Credit Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Person, except as set forth in other provisions of this Section 11.179.19; (ivd) in any way limit or restrict any right or remedy of the Administrative Agent, the Collateral Agent, the Loan Insurer or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Non-Recourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any actual fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, fraudulent conveyance or misappropriation of Operating Revenues or any other earnings, revenues, rents, issues, profits or proceeds from or of the Project or any Yards Creek – Credit Agreement Collateral, that should or would have been paid as provided herein or paid or delivered to the Administrative Agent, the Collateral Agent, the Loan Insurer or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Document; or (ve) affect or diminish in any way or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement made by any of the Non-Recourse Persons (or any security granted by the Non-Recourse Persons in support of the obligations of any person) under or in connection with any Credit Collateral Document (or as security for the Obligationsobligations of the Borrower)., the Sponsor Support Agreement, or the Pledge Agreements; or (f) limit the liability of (i) any person who is a party to any Operative Document or has issued any certificate or other statement in connection therewith with respect to such liability as may arise by reason of the terms and conditions of such Operative Document (but subject to any limitation of liability, if any, in such Operative Document), certificate or statement, or (ii) any Person rendering a legal opinion pursuant to the terms of any Credit Document, in each case under this clause (f) relating solely to such liability of such person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Section 9.19 shall survive the termination of this Agreement, the termination of all Commitments and the full payment and performance of the Obligations hereunder and under the other Operative Documents. 158

Appears in 1 contract

Samples: Credit Agreement (Dynegy Inc.)

Scope of Liability. (a) Except as set forth in this Section 11.17Article 9, notwithstanding anything in the Credit Agreement or the other Credit Documents to the contrary in this Agreementcontrary, any other Credit Document or any other document, certificate or instrument executed by any Loan Party pursuant hereto or thereto, none of the Secured Parties Banks shall have any no claims with respect to the transactions contemplated hereunder or thereunder by the Operative Documents against the SponsorPortfolio Entities, its members the Member, Calpine or any of its or their respective Affiliates (other than the Borrower and, solely to the extent of the interests of Holdings in the Collateral, Holdings), any present or future holder (whether direct or indirect) of any Capital Stock in any Loan Party (other than any such Capital Stock owned by another Loan Party), or, in the case of any of their respective Affiliates (other than the Loan PartiesPortfolio Entities), shareholders, officers, directorsdirectors or employees (collectively the "Nonrecourse Persons"), employees, representatives, controlling persons, executives or agents (collectivelyand the Banks' recourse against the Portfolio Entities shall be limited to the Collateral, the “Non-Recourse Persons”Projects, the Turbines and the equipment and assets owned by the Equipment Finance Companies (and all portions thereof and rights or appurtenances thereto), such claims against such Non-Recourse Persons (including all Project Revenues, all Proceeds, and all income or revenues of the foregoing as may arise by operation of law) being expressly waived herebyand to the extent provided herein and in the Collateral Documents; provided that (a) the foregoing provision of this Section 11.17 Article 9 shall not (i) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the Obligationsindebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement or Agreement, any other Security Document or Credit Document and the same shall continue (subject to clause (iv) below, but without personal liability of to the Non-Recourse PersonsNonrecourse Person or to the Portfolio Entities except as provided herein and therein) until fully paid, discharged, observed, or performed; (iib) constitute a waiver, release or discharge the foregoing provision of any lien or security interest purported to be created pursuant to the Security Documents (or otherwise impair the ability of any Secured Party to realize or foreclose upon any Collateral); (iii) this Article 9 shall not limit or restrict the right of any Secured Party Administrative Agent and/or the Banks (or any assignee, beneficiary or successor to any of them) to name any Loan Party the Portfolio Entities or any other person Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Security Document or Credit Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Nonrecourse Person, and recourse to the Portfolio Entities shall be limited as provided above, except as set forth in other provisions this Article 9, (c) the foregoing provision of this Section 11.17; (iv) Article 9 shall not in any way limit or restrict any right or remedy of any Secured Party Administrative Agent and/or the Banks (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Non-Recourse Nonrecourse Persons and the Portfolio Entities shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any actual fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, fraudulent conveyance or misappropriation of Project Revenues, Proceeds or any other earnings, revenues, rents, issues, profits or proceeds from or of the Project or any Yards Creek – Credit Agreement Collateral, Collateral that should or would have been paid as provided herein or paid or delivered to Administrative Agent or any Secured Party Bank (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Document; or (vd) the foregoing provision of this Article 9 shall not affect or diminish in any way or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement in respect of any Project or Turbine made by any of the Non-Recourse Nonrecourse Persons (or any security granted by the Non-Recourse Nonrecourse Persons in support of the obligations of such persons under any person) under or in connection with any Credit Equity Document (or as security for the Obligationsobligations of the Portfolio Entities; and (e) nothing contained herein shall limit the liability of (i) any Person who is a party to any Project Document or Turbine Purchase Contract or has issued any certificate or other statement in connection therewith with respect to such liability as may arise by reason of the terms and conditions of such Project Document or Turbine Purchase Contract (but subject to any limitation of liability in such Project Document or Turbine Purchase Contract), certificate or statement, or (ii) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (e) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 9 shall survive the termination of this Agreement 130 145 and the full payment and performance of the Obligations hereunder and under the other Operative Documents.

Appears in 1 contract

Samples: Credit Agreement (Calpine Corp)

Scope of Liability. (a) Except as set forth in this Section 11.17Article 8, notwithstanding anything in this Agreement or the other Financing Documents to the contrary in this Agreementcontrary, any other Credit Document or any other document, certificate or instrument executed by any Loan Party pursuant hereto or thereto, none of the Secured Parties shall have any no claims with respect to the transactions contemplated hereunder or thereunder by the Operative Documents against the Sponsor, its members NRG Energy or any of its or their respective Affiliates (other than the Borrower and, solely to the extent of the interests of Holdings in the Collateral, Holdings), any present or future holder (whether direct or indirect) of any Capital Stock in any Loan Party (other than any such Capital Stock owned by another Loan Party), or, in the case of any of their respective Affiliates (other than the Loan Financing Parties), shareholders, officers, directors, employees, representatives, controlling persons, executives directors or agents employees (collectively, the “Non-Recourse "Nonrecourse Persons"), such claims against such Non-Recourse Persons (including as may arise by operation of law) being expressly waived hereby; provided that the foregoing provision of this Section 11.17 Article 8 shall not (ia) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the Obligationsindebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement or any other Credit Financing Document and the same shall continue (subject to clause (iv) below, but without personal liability of the Non-Recourse Personsto any Nonrecourse Person except as provided herein and therein) until fully paid, discharged, observed, or performed; , (ii) constitute a waiver, release or discharge of any lien or security interest purported to be created pursuant to the Security Documents (or otherwise impair the ability of any Secured Party to realize or foreclose upon any Collateral); (iiib) limit or restrict the right of any Secured Party (or any assignee, beneficiary or successor to any of them) to name the Issuer, any Loan Party Project Company or any other person Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Credit Financing Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Nonrecourse Person, except as set forth in other provisions of this Section 11.17; Article 8, (ivc) in any way limit or restrict any right or remedy of any Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Non-Recourse Nonrecourse Persons shall remain fully liable to the extent that it such Person would otherwise be liable for its own actions with respect to, any actual fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, fraudulent conveyance or misappropriation of Project Revenues or any other earnings, revenues, rents, issues, profits or proceeds from or of the Project or any Yards Creek – Credit Agreement Collateral, Collateral that should or would have been paid as provided herein or paid or delivered to any Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Financing Document; or , (vd) affect or diminish in any way or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement made by any of the Non-Recourse Nonrecourse Persons (or any security granted by the Non-Recourse Nonrecourse Persons in support of the obligations of such Persons under any person) under or in connection with any Credit Financing Document (or as security for the Obligationsobligations of the Issuer and the Project Companies, and (e) limit the liability of (i) any Person who is a party to any Project Document and has issued any certificate or other statement in connection therewith with respect to such liability as may arise by reason of the terms and conditions of such Project Document (but subject to any limitation of liability in such Project Document), certificate or statement, (ii) any Person rendering a legal opinion pursuant to this Agreement or (iii) NRG Energy or any Acceptable Assignee under or pursuant to the Parent Agreement, in each case under this clause (e) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 8 shall survive the termination of this Agreement and the full payment and performance of the Obligations hereunder and under the other Financing Documents.

Appears in 1 contract

Samples: Common Agreement (NRG Energy Inc)

Scope of Liability. Notwithstanding any other provision of the Financing Documents (a) Except as set forth in but subject to the last sentence of this Section 11.179.24), notwithstanding anything to the contrary in this Agreement, any other Credit Document or any other document, certificate or instrument executed by any Loan Party pursuant hereto or thereto, none of the Secured Parties there shall have any claims with respect to the transactions contemplated hereunder or thereunder be no recourse against the Sponsor, its members Pledgor or any of its or their respective Affiliates (except Borrower or the Guarantors), or the stockholders or other than owners, officers, directors or employees of any of them (each, a "Non-Recourse Party"), for any liability to the Borrower andLenders arising in connection with any breach or default under this Agreement, and the Lenders shall look solely to the extent of Borrower and the interests of Holdings in the Collateral, Holdings), Guarantors (but not to any present or future holder (whether direct or indirect) of any Capital Stock in any Loan Party (other than any such Capital Stock owned by another Loan Party), or, in the case of any of their respective Affiliates (other than the Loan Parties), shareholders, officers, directors, employees, representatives, controlling persons, executives or agents (collectively, the “Non-Recourse Persons”), such claims against such Party or to any distribution received by any Non-Recourse Persons (including Party pursuant to the terms of this Agreement except as may arise by operation provided herein), the Collateral and the rents, issues, profits, proceeds and products of law) being expressly waived hereby; the Collateral in enforcing rights and obligations under and in connection with the Financing Documents, provided that (a) the foregoing provision provisions of this Section 11.17 9.24 shall not (i) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the Obligationsindebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement Agreement, the Notes, any Collateral Document or any other Credit Financing Document (but without personal liability to the Non-Recourse Parties except as provided herein and therein), and the same shall continue (subject to clause (iv) below, but without personal liability of until the Non-Recourse Persons) until Commitments have been terminated and all Obligations have been fully paid, discharged, observed, or performed; (iib) constitute a waiver, release or discharge the foregoing provisions of any lien or security interest purported to be created pursuant to the Security Documents (or otherwise impair the ability of any Secured Party to realize or foreclose upon any Collateral); (iii) this Section 9.24 shall not limit or restrict the right of any Secured Party (or any assignee, beneficiary or successor to any of them) to name any Loan Party or any other person Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement Agreement, any Collateral Document or any other Credit Financing Document, or otherwise, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse PersonParty out of any property, except as set forth in assets or funds other than the collateral and the rents, 105 issues, profits, proceeds or products of the Collateral, and any other Property of any Loan Party and (c) the foregoing provisions of this Section 11.17; (iv) in any way limit or restrict any right or remedy of any Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Non-Recourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any actual fraud (which 9.24 shall not include innocent or negligent misrepresentation), willful misrepresentation, fraudulent conveyance or misappropriation of revenues, profits or proceeds from or of the Project or any Yards Creek – Credit Agreement Collateral, that should or would have been paid as provided herein or paid or delivered any Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Document; or (v) affect or diminish in any way or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement made by any of the Non-Recourse Persons (Parties or any security granted by the Non-Recourse Persons Parties in support of the obligations of such Persons under any person) under or in connection with any Credit Document (guarantee or as security for the Obligationsobligations of any Loan Party. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained in this Section 9.24 shall be deemed to (x) limit or restrict any right or remedy of the Secured Parties (or any assignee or beneficiary thereof or successor thereto) with respect to (and the Pledgor and all of the other Persons described above shall remain fully liable to the extent that such Person would otherwise be liable for its own actions with respect to) any fraud or willful misconduct by the Pledgor or any Loan Party; or (y) limit in any respect the enforceability against the Pledgor or any Loan Party of any Financing Document to which such Person is a party in accordance with its terms (including, with respect to the Pledgor, the Pledge Agreement).. 106

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Kgen Power Corp)

Scope of Liability. (a) Except as set forth in this Section 11.17, notwithstanding Notwithstanding anything to the contrary in this AgreementAgreement or the other Loan Documents (but subject to the last sentence of this Section 11.18), any no Lender, Agent, other Credit Document Secured Party or any other document, certificate or instrument executed by any Loan Party pursuant hereto or thereto, none of the Secured Parties Person shall have any claims with respect to recourse against any past, present or future subsidiaries or managers, members, general partners, limited partners, stockholders or other owners, officers, directors, personnel, controlling persons, agents, representatives or employees of the transactions contemplated hereunder or thereunder against the Sponsor, its members Loan Parties or any of its or their respective Affiliates (other than the Borrower and, solely to the extent of the interests of Holdings in the Collateral, Holdings), any present or future holder (whether direct or indirect) of any Capital Stock in any Loan Party (other than any such Capital Stock owned by another Loan Party), or, in the case of any of their respective Parties’ Affiliates (other than the Loan Parties), shareholders(each, officers, directors, employees, representatives, controlling persons, executives or agents (collectively, the a “Non-Recourse PersonsParty”), such claims for any liability to the Lenders arising in connection with any breach or default under this Agreement or any Loan Document, except to the extent the same is enforced against such Borrower, and the Collateral and the rents, issues, profits, proceeds and products of the Collateral, and the Lenders shall look solely to Borrower (but not to any Non-Recourse Persons Party or to any distributions received by or payments allowed to any Non-Recourse Party pursuant to the terms of this Agreement or any other Loan Document) and the Collateral and the rents, issues, profits, proceeds and products of the Collateral in enforcing rights and obligations under and in connection with the Loan Documents; provided, that (including as may arise by operation of lawa) being expressly waived hereby; provided that the foregoing provision provisions of this Section 11.17 11.18 shall not (i) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the Obligationsindebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement or Agreement, the Notes, any other Credit Collateral Document or other Loan Document, and the same shall continue (subject to clause (iv) below, but without personal liability of the Non-Recourse Persons) until all Obligations have been fully paid, discharged, observed, or performed; and (iib) constitute a waiver, release or discharge the foregoing provisions of any lien or security interest purported to be created pursuant to the Security Documents (or otherwise impair the ability of any Secured Party to realize or foreclose upon any Collateral); (iii) this Section 11.18 shall not limit or restrict the right of any Secured Party (or any assignee, beneficiary or successor to any of them) the Agents and/or the Lenders to name any Loan Party or any other person the Borrower as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement, the Security Agreement or any other Credit Loan Document, or otherwise, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse PersonParty out of any property, except as set forth assets or funds other than the Collateral and the rents, issues, profits, proceeds or products of the Collateral. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained in other provisions of this Section 11.17; 11.18 shall be deemed to (ivi) in any way limit or restrict any right or remedy of any Secured Party the Lenders (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Non-Recourse Persons Borrower shall remain fully liable to the extent that it such counterparty and the Borrower would otherwise be liable for its own actions with respect to, any actual fraud (which shall not include innocent or negligent misrepresentation)fraud, willful misrepresentationmisconduct, fraudulent conveyance gross negligence or misappropriation willful misrepresentation or (ii) limit in any respect the enforceability against the parties thereto (including any Non-Recourse Parties) of revenues, profits or proceeds from or of the Project or any Yards Creek – Credit Agreement Collateral, that should or would have been paid as provided herein or paid or delivered any Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement Collateral Documents or any other Credit Document; or (v) affect or diminish Loan Document in any way or constitute a waiver, release or discharge of any obligation, covenant, or agreement made by any of the Non-Recourse Persons (or any security granted by the Non-Recourse Persons in support of the obligations of any person) under or in connection accordance with any Credit Document (or as security for the Obligations).their respective terms. 124

Appears in 1 contract

Samples: Revolving Credit Agreement (DESRI Inc.)

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