Concessionaire Responsibility for Project Financing; No Department Liability for Concessionaire Debt. (a) Except as provided in Section 7.02(c), the Concessionaire is solely responsible for obtaining and repaying all financing, at its own cost and risk and without recourse to the State, the CTB or any other agency, instrumentality or political subdivision of the State, necessary to acquire, develop, permit, build, construct, maintain, improve, equip, modify, repair and operate the Project and any Concessionaire Project Enhancements. The Concessionaire also bears the risk of any changes in the interest rate, payment provisions or the other terms of its project financing plan; provided, however, it is acknowledged that the Department shall share in beneficial interest rate movements as contemplated in accordance with Section 5.04. (b) None of the State, the Department, the CTB or any other agency, instrumentality or political subdivision of the State has any liability whatsoever for payment of the principal sum of any Concessionaire Debt, any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project, or any interest accrued thereon or any other sum secured by or accruing under any Financing Assignment. Except for a violation by the Department of its express obligations to Lenders set forth in this Article 6, no Lender or Collateral Agent is entitled to seek any damages or other amounts from the Department due to the Department’s breach of this Agreement, whether for the Concessionaire Debt or any other amount; provided, that the foregoing shall not affect any rights or claims of a Lender as a successor to the Concessionaire’s Interest by foreclosure or transfer in lieu of foreclosure. The Department’s review of any Financing Assignments or other project financing documents is not a guarantee or endorsement of the Concessionaire Debt, any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project, or any Traffic and Revenue Study, and is not a representation, warranty or other assurance as to the ability of the Concessionaire to perform its obligations with respect to the Concessionaire Debt or any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project, or as to the adequacy of the Toll Revenues to provide for payment of the Concessionaire Debt or any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project. (c) Each bond or promissory note evidencing Concessionaire Debt must include a conspicuous recital on its face to the effect that payment of the principal thereof and interest thereon does not constitute a claim against the Department’s fee simple title to or other good and valid real property interest in the Project, the Project Right of Way or the HOT Lanes Right of Way, the Department’s interest hereunder or its interest and estate in and to the Project or any part thereof, is not an obligation of the State, the Department, CTB or any other agency, instrumentality or political subdivision of the State, moral or otherwise, and neither the full faith and credit nor the taxing power of the State, the Department, CTB or any other agency, instrumentality or political subdivision of the State is pledged to the payment of the principal thereof and interest thereon.
Appears in 3 contracts
Samples: Comprehensive Agreement, Comprehensive Agreement, Comprehensive Agreement
Concessionaire Responsibility for Project Financing; No Department Liability for Concessionaire Debt. (a) Except as provided in Section 7.02(c), the The Concessionaire is solely responsible for obtaining and repaying all financing, at its own cost and risk and without recourse to the State, the CTB or any other agency, instrumentality or political subdivision of the State, necessary to acquire, develop, permit, build, construct, maintain, improve, equip, modify, repair develop and operate the Project and any Concessionaire Project Enhancements. The Concessionaire also bears the risk of any changes in the interest rate, payment provisions or the other terms of its project financing plan; providedFinancial Plan Memorandum set forth in Exhibit F to this Agreement, however, it is acknowledged that the Department shall share in beneficial interest except with respect to discount rate movements as contemplated calculations for PVR in accordance with Section 5.044.03.
(b) None of the State, the Department, the CTB or any other agency, instrumentality or political subdivision of the State has any liability whatsoever for payment of the principal sum of any Concessionaire Debt, any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project, or any interest accrued thereon or any other sum secured by or accruing under any Financing Assignment. Except for a violation by the Department of its express obligations to Lenders set forth in this Article 67, no Lender or Collateral Agent is entitled to seek any damages or other amounts from the Department due to the Department’s breach of this Agreement, whether for the Concessionaire Debt or any other amount; provided, provided that the foregoing shall not affect any rights or claims Claims of a Lender as a successor to the Concessionaire’s Interest by foreclosure of the security interests in or liens on the Concessionaire’s Interest or transfer in lieu of foreclosure. The Department’s review of any Financing Assignments or other project financing documents is not a guarantee or endorsement of the Concessionaire Debt, any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project, or any Traffic traffic and Revenue Studyrevenue study, and is not a representation, warranty or other assurance as to the ability of the Concessionaire to perform its obligations with respect to the Concessionaire Debt or any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project, or as to the adequacy of the Toll Gross Revenues to provide for payment of the Concessionaire Debt or any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project.
(c) Each bond or promissory note evidencing Concessionaire Debt must include a conspicuous recital on its face to the effect that payment of the principal thereof and interest thereon does not constitute a claim Claim against the Department’s fee simple title to or other good and valid real property interest and estate in the Project, and to the Project Right of Way or the HOT Lanes Project Right of Way, the Department’s interest hereunder or its interest and estate in and to the Project hereunder, or any part thereof, is not an obligation of the State, the Department, CTB or any other agency, instrumentality or political subdivision of the State, moral or otherwise, and neither the full faith and credit nor the taxing power of the State, the Department, CTB or any other agency, instrumentality or political subdivision of the State is pledged to the payment of the principal thereof and interest thereon.
Appears in 2 contracts
Concessionaire Responsibility for Project Financing; No Department Liability for Concessionaire Debt. (a) Except as provided in Section 7.02(c), the The Concessionaire is solely responsible for obtaining and repaying all financing, at its own cost and risk and without recourse to the State, the CTB or any other agency, instrumentality or political subdivision of the StateState Party, necessary to acquire, develop, permit, builddesign, construct, maintain, improve, equip, modify, repair and operate the Project and any Concessionaire Project Enhancements. The Concessionaire also bears the risk of any changes in the interest rate, payment provisions or the other terms of its project financing plan; provided, however, it is acknowledged that the Department shall share in beneficial interest rate movements as contemplated in accordance with Section 5.04Enhancement.
(b) None of the State, the Department, the CTB or any other agency, instrumentality or political subdivision of the State has any liability whatsoever for payment of the principal sum of any Concessionaire Debt, any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project, or any interest accrued thereon or any other sum secured by or accruing under any Financing Assignment. Except for a violation by the Department of its express obligations to Lenders set forth in this Article 6, no Lender or Collateral Agent is entitled to seek any damages or other amounts from the Department due to the Department’s breach of this Agreement, whether for the Concessionaire Debt or any other amount; provided, that the foregoing shall not affect any rights or claims of a Lender as a successor to the Concessionaire’s Interest by foreclosure or transfer in lieu of foreclosure. The Department’s review of any Financing Assignments or other project financing documents is not a guarantee or endorsement of the Concessionaire Debt, any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project, or any Traffic and Revenue Study, and is not a representation, warranty or other assurance as to the ability of the Concessionaire to perform its obligations with respect to the Concessionaire Debt or any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project, or as to the adequacy of the Toll Revenues to provide for payment of the Concessionaire Debt or any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project.
(c) Each bond or promissory note evidencing Concessionaire Debt must include a conspicuous recital on its face to the effect that payment of the principal thereof and interest thereon does not constitute a claim against the Department’s fee simple title to or other good and valid real property interest in the ProjectProject Assets, the Project Right of Way or the HOT Lanes Right of Way, the Department’s interest hereunder or its interest and estate in and to the Project Assets or any part thereof, is not an obligation of the State, the Department, CTB or any other agency, instrumentality or political subdivision of the StateState Party, moral or otherwise, and neither the full faith and credit nor the taxing power of the State, the Department, CTB or any other agency, instrumentality or political subdivision of the State Party is pledged to the payment of the principal thereof and interest thereon.
(c) No State Party will have any liability whatsoever for payment of the principal sum of any Concessionaire Debt, any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project, or any interest accrued thereon or any other sum secured by or accruing under any Financing Assignment. The Department’s review of any Financing Assignments or other project financing documents is not:
(i) a guarantee or endorsement of the Concessionaire Debt, any other obligations issued or incurred by the Concessionaire in connection with this Agreement, the Project, the Base Case Financial Model or any Traffic and Revenue Study; nor
(ii) a representation, warranty or other assurance as to (A) the ability of the Concessionaire to perform its obligations with respect to the Concessionaire Debt or any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project or (B) the adequacy of the Gross Revenues to provide for payment of the Concessionaire Debt or any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project.
(d) The Concessionaire will make or cause to be made Equity Contributions (the “Equity Contribution Amount”) equal to: (i) an amount equal to the Base Capital Contributions set forth in Section 2.2 of each Equity Funding Agreement (the “Base Equity Contributions”), as adjusted pursuant to this Agreement (the “Initial Equity Commitment Amount”); provided, however, that after the Agreement Date, the Concessionaire will not adjust the Initial Equity Commitment Amount without the approval of the Department in its sole discretion, (ii) an amount equal to the Contingent Capital Contributions set forth in Section 2.3 of each Equity Funding Agreement, as required pursuant to such Equity Funding Agreement (the “Contingent Capital Contribution Amount”); (iii) $108,419,977 (the “Concessionaire TIFIA Protection Amount”), which is subject to adjustment or cancellation pursuant to Section 7.07; (iv) an amount equal to the 395 Equity Commitment Amount in accordance with the 395 Equity Funding Agreements; and (v) an amount equal to the Xxxx Ex Equity Commitment Amount in accordance with the Xxxx Ex Equity Funding Agreements.
Appears in 2 contracts
Concessionaire Responsibility for Project Financing; No Department Liability for Concessionaire Debt. (a) Except as provided in Section 7.02(c), the Concessionaire is solely responsible for obtaining and repaying all financing, at its own cost and risk and without recourse to the State, the CTB or any other agency, instrumentality or political subdivision of the State, necessary to acquire, develop, permit, build, construct, maintain, improve, equip, modify, repair and operate the Project and any Concessionaire Project Enhancements. The Concessionaire also bears the risk of any changes in the interest rate, payment provisions or the other terms of its project financing plan; provided, however, it is acknowledged that the Department shall share in beneficial interest rate movements as contemplated in accordance with Section 5.045.02.
(b) None of the State, the Department, the CTB or any other agency, instrumentality or political subdivision of the State has any liability whatsoever for payment of the principal sum of any Concessionaire Debt, any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project, or any interest accrued thereon or any other sum secured by or accruing under any Financing Assignment. Except for a violation by the Department of its express obligations to Lenders set forth in this Article 6, no Lender or Collateral Agent is entitled to seek any damages or other amounts from the Department due to the Department’s breach of this Agreement, whether for the Concessionaire Debt or any other amount; provided, that the foregoing shall not affect any rights or claims of a Lender as a successor to the Concessionaire’s Interest by foreclosure or transfer in lieu of foreclosure. The Department’s review of any Financing Assignments or other project financing documents is not a guarantee or endorsement of the Concessionaire Debt, any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project, or any Traffic and Revenue Study, and is not a representation, warranty or other assurance as to the ability of the Concessionaire to perform its obligations with respect to the Concessionaire Debt or any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project, or as to the adequacy of the Toll Revenues to provide for payment of the Concessionaire Debt or any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project.
(c) Each bond or promissory note evidencing Concessionaire Debt must include a conspicuous recital on its face to the effect that payment of the principal thereof and interest thereon does not constitute a claim against the Department’s fee simple title to or other good and valid real property interest in the Project, the Project Right of Way or the HOT Lanes Right of Way, the Department’s interest hereunder or its interest and estate in and to the Project or any part thereof, is not an obligation of the State, the Department, CTB or any other agency, instrumentality or political subdivision of the State, moral or otherwise, and neither the full faith and credit nor the taxing power of the State, the Department, CTB or any other agency, instrumentality or political subdivision of the State is pledged to the payment of the principal thereof and interest thereon.
Appears in 2 contracts
Concessionaire Responsibility for Project Financing; No Department Liability for Concessionaire Debt. (a) Except as provided in Section 7.02(c), the The Concessionaire is solely responsible for obtaining and repaying all financing, at its own cost and risk and without recourse to the State, the CTB or any other agency, instrumentality or political subdivision of the StateState Party, necessary to acquire, develop, permit, builddesign, construct, maintain, improve, equip, modify, repair maintain and operate the Project and any Concessionaire Project Enhancements. The Concessionaire also bears the risk of any changes in the interest rate, payment provisions or the other terms of its project financing plan; provided, however, it is acknowledged that the Department shall share in beneficial interest rate movements as contemplated in accordance with Section 5.04Enhancement.
(b) None of the State, the Department, the CTB or any other agency, instrumentality or political subdivision of the State has any liability whatsoever for payment of the principal sum of any Concessionaire Debt, any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project, or any interest accrued thereon or any other sum secured by or accruing under any Financing Assignment. Except for a violation by the Department of its express obligations to Lenders set forth in this Article 6, no Lender or Collateral Agent is entitled to seek any damages or other amounts from the Department due to the Department’s breach of this Agreement, whether for the Concessionaire Debt or any other amount; provided, that the foregoing shall not affect any rights or claims of a Lender as a successor to the Concessionaire’s Interest by foreclosure or transfer in lieu of foreclosure. The Department’s review of any Financing Assignments or other project financing documents is not a guarantee or endorsement of the Concessionaire Debt, any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project, or any Traffic and Revenue Study, and is not a representation, warranty or other assurance as to the ability of the Concessionaire to perform its obligations with respect to the Concessionaire Debt or any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project, or as to the adequacy of the Toll Revenues to provide for payment of the Concessionaire Debt or any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project.
(c) Each bond or promissory note evidencing Concessionaire Debt must include a conspicuous recital on its face to the effect that payment of the principal thereof and interest thereon does not constitute a claim against the Department’s fee simple title to or other good and valid real property interest in the Project, the Project Right of Way or the HOT Lanes Right of Way, the Department’s interest hereunder or its interest and estate in and to the Project or any part thereof, is not an obligation of the State, the Department, CTB or any other agency, instrumentality or political subdivision of the StateState Party, moral or otherwise, and neither the full faith and credit nor the taxing power of the State, the Department, CTB or any other agency, instrumentality or political subdivision of the State Party is pledged to the payment of the principal thereof and interest thereon.
(c) No State Party will have any liability whatsoever for payment of the principal sum of any Concessionaire Debt, any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project, or any interest accrued thereon or any other sum secured by or accruing under any Financing Assignment. The Department’s review of any Financing Assignments or other project financing documents is not:
(i) a guarantee or endorsement of the Concessionaire Debt, any other obligations issued or incurred by the Concessionaire in connection with this Agreement, the Project, the Base Case Financial Model or any traffic and revenue study; nor
(ii) a representation, warranty or other assurance as to (A) the ability of the Concessionaire to perform its obligations with respect to the Concessionaire Debt or any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project or (B) the adequacy of the Gross Revenues to provide for payment of the Concessionaire Debt or any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project. EXECUTION VERSION – DECEMBER 5, 2011
Appears in 1 contract
Samples: Comprehensive Agreement
Concessionaire Responsibility for Project Financing; No Department Liability for Concessionaire Debt. (a) Except as provided in Section 7.02(c), the The Concessionaire is solely responsible for obtaining and repaying all financing, at its own cost and risk and without recourse to the State, the CTB or any other agency, instrumentality or political subdivision of the StateState Party, necessary to acquire, develop, permit, builddesign, construct, maintain, improve, equip, modify, repair maintain and operate the Project and any Concessionaire Project Enhancements. The Concessionaire also bears the risk of any changes in the interest rate, payment provisions or the other terms of its project financing plan; provided, however, it is acknowledged that the Department shall share in beneficial interest rate movements as contemplated in accordance with Section 5.04Enhancement.
(b) None of the State, the Department, the CTB or any other agency, instrumentality or political subdivision of the State has any liability whatsoever for payment of the principal sum of any Concessionaire Debt, any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project, or any interest accrued thereon or any other sum secured by or accruing under any Financing Assignment. Except for a violation by the Department of its express obligations to Lenders set forth in this Article 6, no Lender or Collateral Agent is entitled to seek any damages or other amounts from the Department due to the Department’s breach of this Agreement, whether for the Concessionaire Debt or any other amount; provided, that the foregoing shall not affect any rights or claims of a Lender as a successor to the Concessionaire’s Interest by foreclosure or transfer in lieu of foreclosure. The Department’s review of any Financing Assignments or other project financing documents is not a guarantee or endorsement of the Concessionaire Debt, any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project, or any Traffic and Revenue Study, and is not a representation, warranty or other assurance as to the ability of the Concessionaire to perform its obligations with respect to the Concessionaire Debt or any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project, or as to the adequacy of the Toll Revenues to provide for payment of the Concessionaire Debt or any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project.
(c) Each bond or promissory note evidencing Concessionaire Debt must include a conspicuous recital on its face to the effect that payment of the principal thereof and interest thereon does not constitute a claim against the Department’s fee simple title to or other good and valid real property interest in the Project, the Project Right of Way or the HOT Lanes Right of Way, the Department’s interest hereunder or its interest and estate in and to the Project or any part thereof, is not an obligation of the State, the Department, CTB or any other agency, instrumentality or political subdivision of the StateState Party, moral or otherwise, and neither the full faith and credit nor the taxing power of the State, the Department, CTB or any other agency, instrumentality or political subdivision of the State Party is pledged to the payment of the principal thereof and interest thereon.
(c) No State Party will have any liability whatsoever for payment of the principal sum of any Concessionaire Debt, any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project, or any interest accrued thereon or any other sum secured by or accruing under any Financing Assignment. The Department’s review of any Financing Assignments or other project financing documents is not:
(i) a guarantee or endorsement of the Concessionaire Debt, any other obligations issued or incurred by the Concessionaire in connection with this Agreement, the Project, the Base Case Financial Model or any traffic and revenue study; nor
(ii) a representation, warranty or other assurance as to (A) the ability of the Concessionaire to perform its obligations with respect to the Concessionaire Debt or any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project or (B) the adequacy of the Gross Revenues to provide for payment of the Concessionaire Debt or any other obligations issued or incurred by the Concessionaire in connection with this Agreement or the Project.
Appears in 1 contract
Samples: Comprehensive Agreement
