Exempted Projects. Notwithstanding anything herein to the contrary, each of the parties hereto hereby agrees and acknowledges that with respect to each of thx Xxxxpted Projects:
(a) Each Lender and Agent party to any Debt Instrument governing or evidencing any Debt incurred by any Project Subsidiary in respect of such Exempted Project (each such Debt Instrument, being a "EXEMPTED PROJECT DEBT INSTRUMENT") shall not be prejudiced or limited by any of the waivers or extensions contemplated by this Second Collateral Call Extension Letter in connection with its exercise of remedies in connection with such Exempted Project, Project Subsidiary or any collateral provided to secure such defaulted Exempted Project Debt Instrument, including without limitation, foreclosure of any equity interests in a Project Subsidiary pledged by NRG Energy or any of its Subsidiaries;
(b) NRG Energy and each of its Subsidiaries each hereby acknowledge and agree that, by entering into this Second Collateral Call Extension Letter, each of NRG Energy and each of its Subsidiaries does hereby waive, for the benefit of each holder or owner of an interest in an Exempted Project Debt Instrument, any defense, affirmative defense, offset, claim or counterclaim under any legal or equitable theory based upon the fact that NRG Energy (in respect of the Exempted Project at issue) is not named in any action or claim commenced at any time prior to the Waiver Termination Date to enforce remedies in respect of a default under the applicable Exempted Project Debt Instrument (a "COVERED ACTION"). Each of NRG Energy and each of its Subsidiaries each hereby further expressly waives the right to assert as a defense, affirmative defense, offset, claim or counterclaim in respect of any action or claim to enforce obligations of NRG Energy (in respect of the Exempted Project at issue) in respect of any Exempted Project Debt
Exempted Projects. Notwithstanding the foregoing, certain Capital Expenditures will not require a Signatory Airline Consultation Process and will be excluded from a Majority in Interest Vote as follows:
(a) Capital Improvement Projects on the Pre-Approved CIP, as long as the aggregate Capital Expenditures for such Capital Improvement Projects do not increase more than ten percent (10%) over the previously approved aggregate Capital Expenditures to be included in Signatory Airlines’ Rents;
(b) Any New Capital Improvement Project and associated Capital Expenditure having a net cost (i.e., gross costs less any federal or State grants or PFC revenues) to XXXX of less than five hundred thousand ($500,000), to be included in Signatory Airlines’ Rents, as long as the sum of all Capital Expenditures for New Capital Improvement Projects, that are not otherwise excluded from a Majority in Interest Vote, in the Fiscal Year do not exceed one million and five hundred thousand dollars ($1,500,000), to be included in Signatory Airlines’ Rents. The aforementioned upset limit amounts are subject to annual adjustment each July of the Term hereof based on the percentage change in the Implicit Price Deflator Index since July 2008;
(c) Any New Capital Improvement Project and associated Capital Expenditure required by any agency of the U. S. Government having jurisdiction over activities within the Airport System or by federal law or executive order;
(d) Any New Capital Improvement Project and associated Capital Expenditure whose principal purpose is to repair casualty damage at the Airport System or to Airport System property;
(e) Any New Capital Improvement Project and associated Capital Expenditure required to settle claims, satisfy judgments or comply with judicial orders against XXXX, the Authority or the City by reason of ownership, operation, or maintenance of the Airport System;
(f) Any New Capital Improvement Project and associated Capital Expenditure that is related to any hazardous substance release;
(g) Any New Capital Improvement Project and associated Capital Expenditure related to regulatory, security or safety matters, as determined by XXXX or the Authority, in its discretion;
(h) Any New Capital Improvement Project that XXXX undertakes for an individual Airport tenant, for which XXXX intends to recover the associated Capital Expenditure from that tenant and in the event that XXXX is unable to recover the associated Capital Expenditure from that tenant, the associated Capital Expe...
Exempted Projects. ARDOT’s Cultural Resources staff shall conduct an examination of preliminary project plans or requests and determine if the project (or activities) constitutes an exempted undertaking under Stipulation V.B and Appendix A or Appendix B of the Agreement.
1) If the project constitutes an exempted undertaking and Appendix A activities apply, an Interoffice Memorandum (IOM) will be prepared and put into the project file in accordance with Stipulation V.B.1 of the Agreement. The IOM should be limited to the following documentation: DRAFT
a) Brief project description;
b) Reference to the Agreement and exempted work category or categories.
2) If the project constitutes an exempted undertaking and Appendix A activities do not apply, a records and map review should be conducted of the Arkansas Archeological Survey’s (ARAS) Automated Management of Archeological Site Data in Arkansas (AMASDA) site files, the Arkansas Historic Preservation Program’s (AHPP) structure database, and various maps sources listed below to determine if known historic properties are present on or adjacent to the project or proposed activity. Historic properties, defined by 36 CFR 800.16(l)(1), are any prehistoric or historic district, site, building, structure, or object included in, or eligible for inclusion in, the National Register of Historic Places (NRHP). If historic properties are not recorded or identified as part of a field visit, as applicable, and previously disturbed ground is applicable, then the project constitutes an exempted undertaking and Appendix B activities apply. A Phase I archeological and architectural survey will not be required. An IOM will be prepared and put into the project file in accordance with Stipulation V.B.2. The IOM should be limited to the following documentation:
a) Brief project description;
b) Review and results of records and map review of the ARAS and AHHP databases and general maps, including General Land Office (GLO) survey plats, 1936 county highway maps, topographic quadrangle maps, aerials, and other applicable sources; and
c) Reference to the Agreement and exempted work category or categories.
Exempted Projects. During the normal course of operations, an airport must undertake capital projects to keep the airport running. Those projects may include small capital outlay, equipment purchases, vehicle projects and major capital projects. Under a residual ratemaking methodology, an airport has little or no discretionary cash. Therefore, the airport must ensure that the absolutely necessary projects are exempted from airline review. Under a residual ratemaking methodology, such exemptions may include: • Small capital outlay up to a certain dollar amount annually. • Capital projects that have low construction costs such as $1 million and low operating expenses. To avoid an airport breaking down large projects into smaller components, there is typically an annual aggregate limit, in addition to the per-project limit. • Capital projects with a majority of costs funded by an FAA grant or other grants. • Capital projects to meet the requirements of federal, state or local agencies. • Capital projects to settle claims as mandated by the court. • Capital projects related to safety and security. Other exemptions may include: • Capital projects that are not anticipated to increase airline rates and charges. The airlines are not in favor of this item because an airport may use this exemption to fund a non-airline project such as a parking garage or hotel. Even if such projects are anticipated to break even or generate a small profit, the airlines are unwilling to take on the additional risks. • Special facility or airline-funded facility. When an airline agrees to fund a separate facility without increasing rates for other airlines, other airlines may not have the right to veto the facility. However, due to airline competition concerns, this clause is seldom seen in an airline agreement. • Capacity project to accommodate an airline request. Similarly, this is a clause the airport often raises to ensure capacity, though the airlines often deny it. If the airlines do not offer residual protection to an airport, the capital review section may not exist in the airline agreement. Even if a section is included, many other items are exempted from airline review, such as projects in non-airline cost centers.
