Common use of Developer Responsibility for Project Financing Clause in Contracts

Developer Responsibility for Project Financing. No Department Liability for Developer Debt‌ (a) Subject to Section 7.08(f)(iv), the Developer is solely responsible for obtaining and repaying each and every financing, at its own cost and risk and without recourse to any State Party necessary to develop, design, construct, maintain and operate the Project and any Developer Project Enhancement. (b) Each bond or promissory note evidencing Developer 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 Assets, the Project 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 any State Party (other than the PABS Issuer), moral or otherwise, and neither the full faith and credit nor the taxing power of any State Party is pledged to the payment of the principal thereof and interest thereon. (c) No State Party (other than the PABS Issuer) will have any liability whatsoever for payment of the principal sum of any Developer Debt, any other obligations issued or incurred by the Developer 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 Developer Debt, any other obligations issued or incurred by the Developer 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 Developer to perform its obligations with respect to the Developer Debt or any other obligations issued or incurred by the Developer in connection with this Agreement or the Project or (B) the adequacy of the Gross Revenues to provide for payment of the Developer Debt or any other obligations issued or incurred by the Developer in connection with this Agreement or the Project. (d) The Developer will make or cause to be made Equity Contributions in an amount equal to the Equity Contribution Amount, as required under the Agreement and the Project Financing Agreements.