Limitation of Issuer’s Liability. THE TAXABLE SERIES 2024B BONDS ARE SPECIAL AND LIMITED OBLIGATIONS OF THE PORT ISSUER, PAYABLE SOLELY FROM AND SECURED EXCLUSIVELY BY THE TRUST ESTATE ESTABLISHED UNDER THE PORT INDENTURE, INCLUDING THE PAYMENTS TO BE MADE BY THE BORROWER UNDER THIS SENIOR LOAN AGREEMENT AND BY THE COLLATERAL. THE TAXABLE SERIES 2024B BONDS DO NOT CONSTITUTE INDEBTEDNESS OF THE PORT ISSUER, THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE, WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION AND SHALL NOT CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE PORT ISSUER, THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE, AND NEITHER THE FULL FAITH AND CREDIT OF THE PORT ISSUER NOR THE FULL FAITH AND CREDIT OR THE TAXING POWER OF THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE TAXABLE SERIES 2024B BONDS. THE PORT ISSUER HAS NO TAXING POWER. No provision, covenant, or agreement contained in this Senior Loan Agreement, or any obligations herein imposed upon the Port Issuer, or the breach thereof, shall constitute indebtedness or a liability of the Port Issuer within the meaning of any State constitutional provision or statutory limitation or shall constitute or give rise to a pecuniary liability of the Port Issuer or any member, officer or agent of the Port Issuer or a charge against the Port Issuer’s general credit. In making the agreements, provisions and covenants set forth in this Senior Loan Agreement, the Port Issuer has not obligated itself except with respect to the application of the payments, as hereinabove provided. No recourse shall be had for the payment of principal of, or premium, if any, or interest on any of the Taxable Series 2024B Bonds, or for any claim based thereon or upon any obligation, covenant or agreement in this Agreement contained, against any past, present or future officer, director, member, trustee, employee or agent of the Port Issuer or any officer, director, member, trustee, employee or agent of any successor entity, as such, either directly or through the Port Issuer or any successor entity, under any rule of law or equity, statute or constitution or by enforcement by any assessment or penalty or otherwise. The members of the Port Issuer, the officers and employees of the Port Issuer, or any other agents of the Port Issuer are not subject to personal liability or accountability by reason of any action authorized by the Port Act, including without limitation, the issuance of the Taxable Series 2024B Bonds, the failure to issue the Taxable Series 2024B Bonds, or the execution and delivery of the Taxable Series 2024B Bonds. The Parties acknowledge that the Port Issuer will have no control over the application or use of the Taxable Series 2024B Loan or the Taxable Series 2024B Project. The Port Issuer does not by this Agreement or otherwise assume any obligation or affirmative duty to review, monitor, investigate, inspect or after the issuance of the Taxable Series 2024B Bonds, undertake any responsibility with respect to the Project, any change in the Borrower entity, or the application of Taxable Series 2024B Loan proceeds by the Borrower.
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Limitation of Issuer’s Liability. THE TAXABLE SERIES 2024B BONDS ARE SPECIAL AND LIMITED OBLIGATIONS OF THE PORT ISSUER, PAYABLE SOLELY FROM AND SECURED EXCLUSIVELY BY THE TRUST ESTATE ESTABLISHED UNDER THE PORT INDENTURE, INCLUDING THE PAYMENTS TO BE MADE BY THE BORROWER UNDER THIS SENIOR LOAN AGREEMENT AND BY THE COLLATERAL. THE TAXABLE SERIES 2024B BONDS DO NOT CONSTITUTE INDEBTEDNESS OF THE PORT ISSUER, THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE, WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION AND SHALL NOT CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE PORT ISSUER, THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE, AND NEITHER THE FULL FAITH AND CREDIT OF THE PORT ISSUER NOR THE FULL FAITH AND CREDIT OR THE TAXING POWER OF THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE TAXABLE SERIES 2024B BONDS. THE PORT ISSUER HAS NO TAXING POWER. No provision, It is understood and agreed by the Borrower and the Lender that no covenant, provision or agreement contained in this Senior Loan AgreementAgreement or the Note, or any obligations obligation herein or therein imposed upon the Port Issuer, Issuer or the breach thereof, shall constitute indebtedness or a liability of the Port Issuer within the meaning of any State constitutional provision or statutory limitation or shall constitute or give rise to a pecuniary liability of the Port Issuer or any member, officer or agent of the Port Issuer or a charge against its general credit or taxing powers; the Port Note constitutes a special obligation of the Issuer’s general credit. In making , payable solely from the agreements, provisions and covenants set forth in revenues pledged to the payment thereof pursuant to this Senior Loan Agreement, the Port Issuer has and does not obligated itself except with respect to the application now and shall never constitute an indebtedness or a loan of the payments, as hereinabove provided. No recourse shall be had for the payment of principal of, or premium, if any, or interest on any credit of the Taxable Series 2024B Bonds, or for any claim based thereon or upon any obligation, covenant or agreement in this Agreement contained, against any past, present or future officer, director, member, trustee, employee or agent of the Port Issuer or any officer, director, member, trustee, employee or agent of any successor entity, as such, either directly or through the Port Issuer or any successor entity, under any rule of law or equity, statute or constitution or by enforcement by any assessment or penalty or otherwise. The members of the Port Issuer, the officers State or any political subdivision thereof or a charge against the general credit or taxing powers thereof within the meaning of any constitutional or statutory provision whatsoever. It is further understood and employees of agreed by the Port IssuerBorrower and the Lender that the Issuer has no obligation to use due diligence regarding the financial or legal status, or any other agents representations, of the Port Issuer are not subject to personal liability Borrower or accountability by reason of any action authorized the Lender. It is further understood and agreed by the Port ActBorrower and the Lender that the Issuer shall not incur any pecuniary liability hereunder and shall not be liable for any expenses related hereto, all of which the Borrower agrees to pay. Notwithstanding the provisions of the immediately preceding sentence, if the Issuer incurs any expense, or suffers any losses, claims or damages or incurs any liabilities relating to this Loan Agreement, including without limitation, expenses of an audit by the issuance of the Taxable Series 2024B BondsInternal Revenue Service, the failure Borrower will indemnify and hold harmless the Issuer from the same and will reimburse the Issuer for any legal or other expenses incurred by the Issuer in relation thereto, and this covenant to issue indemnify, hold harmless and reimburse the Taxable Series 2024B Bonds, or the execution and Issuer shall survive delivery of and payment for the Taxable Series 2024B Bonds. The Parties acknowledge that the Port Issuer will have no control over the application or use of the Taxable Series 2024B Loan or the Taxable Series 2024B Project. The Port Issuer does not by this Agreement or otherwise assume any obligation or affirmative duty to review, monitor, investigate, inspect or after the issuance of the Taxable Series 2024B Bonds, undertake any responsibility with respect to the Project, any change in the Borrower entity, or the application of Taxable Series 2024B Loan proceeds by the BorrowerNote.
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Samples: Subordinate Loan Agreement
Limitation of Issuer’s Liability. The Bonds shall be limited obligations of the Issuer, the principal of, redemption premium, if any, and interest on which shall be payable by the Issuer solely out of the revenues derived by the Issuer pursuant to this Agreement. THE TAXABLE SERIES 2024B BONDS ARE SPECIAL AND LIMITED OBLIGATIONS THE INTEREST THEREON AND REDEMPTION PREMIUM, IF ANY, SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OR A PLEDGE OF THE PORT ISSUER, PAYABLE SOLELY FROM AND SECURED EXCLUSIVELY BY THE TRUST ESTATE ESTABLISHED UNDER THE PORT INDENTURE, INCLUDING THE PAYMENTS TO BE MADE BY THE BORROWER UNDER THIS SENIOR LOAN AGREEMENT AND BY THE COLLATERAL. THE TAXABLE SERIES 2024B BONDS DO NOT CONSTITUTE INDEBTEDNESS OF THE PORT ISSUER, THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE, WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION AND SHALL NOT CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE PORT ISSUER, THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE, AND NEITHER THE FULL FAITH AND CREDIT OF THE PORT STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING WITHOUT LIMITATION, THE ISSUER AND THE COUNTY OF WAYNE, GEORGIA (THE "COUNTY"). NEITHER THE STATE NOR ANY POLITICAL SXXXXXISION THEREOF, INCLUDING, WITHOUT LIMITATION, THE FULL ISSUER AND THE COUNTY, SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR REDEMPTION PREMIUM, IF ANY, OR INTEREST ON THE BONDS OR OTHER COSTS INCIDENT THERETO EXCEPT FROM THE REVENUES ASSIGNED AND PLEDGED THEREFOR, AND NEITHER THE FAITH AND CREDIT OR NOR THE TAXING POWER OF THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THEREOF, INCLUDING, WITHOUT LIMITATION, THE STATE ISSUER AND THE COUNTY, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR REDEMPTION PREMIUM, IF ANY, OR INTEREST ON THE TAXABLE SERIES 2024B BONDSBONDS OR OTHER COSTS INCIDENT THERETO. THE PORT ISSUER HAS NO DOES NOT HAVE ANY TAXING POWER. No provision, covenant, breach by the Issuer of this Agreement or of any provision or condition hereof or in the Bonds or of any agreement contained in this Senior Loan Agreementthe Agreement or in the Bonds shall result in the imposition of any pecuniary liability upon the Issuer or the State or any political subdivision or agency of the State or any charge upon the general credit or taxing power of the Issuer, the State, or any obligations herein imposed upon political subdivision of the Port Issuer, or the breach thereof, shall constitute indebtedness or a State. The liability of the Port Issuer within under this Agreement and the meaning Bonds, or any provision or condition hereof or thereof, or of any State constitutional provision agreement herein or statutory limitation in the Bonds contained, or shall constitute of any warranty herein or give rise to a pecuniary liability in the Bonds included, or for any breach or default by the Issuer of any of the Port foregoing, shall be limited solely and exclusively to the pledged revenues derived by the Issuer under this Agreement which have been pledged to the Trustee. The Issuer shall not be required to execute or perform any of its duties, obligations, powers, or covenants hereunder or under the Bonds except to the extent the pledged revenues are available therefor. The Issuer may require as a condition to the participation by it with the Lessee in obtaining any license or permit or other approvals a deposit by the Lessee of such amount as determined by the Issuer to be reasonable to assure the reimbursement to the Issuer of the costs incurred by it in such participation, with any amount of such deposit in excess of such costs to be returned to the Lessee. The provisions of this Section 3.6 shall control every other provision of this Agreement, anything in such other provisions to the contrary notwithstanding. No covenant, agreement, or obligation contained in this Agreement or in the Bonds shall be deemed to be a covenant, agreement, or obligation of any present or future director, member, officer officer, employee, or agent of the Port Issuer or a charge against in his individual capacity, and neither the Port Issuer’s general credit. In making the agreements, provisions and covenants set forth in this Senior Loan Agreement, the Port Issuer has not obligated itself except with respect to the application of the payments, as hereinabove provided. No recourse shall be had for the payment of principal of, or premium, if any, or interest on any of the Taxable Series 2024B Bonds, or for any claim based thereon or upon any obligation, covenant or agreement in this Agreement contained, against any past, present or future officer, director, member, trustee, employee or agent of the Port Issuer or any officer, director, member, trustee, employee or agent of any successor entity, as such, either directly or through the Port Issuer or any successor entity, under any rule of law or equity, statute or constitution or by enforcement by any assessment or penalty or otherwise. The members of the Port Issuer, Issuer nor any officer thereof executing this Agreement or the officers and employees of Bonds shall be liable personally on the Port Issuer, Bonds or any other agents of the Port Issuer are not under this Agreement or be subject to any personal liability or accountability by reason of the issuance, execution, or delivery of the Bonds. No officer, director, member, employee, or agent of the Issuer shall incur any personal liability with respect to any other action authorized taken, or not taken, by the Port Act, including without limitationhim pursuant to this Agreement, the issuance of the Taxable Series 2024B Bonds, the failure to issue the Taxable Series 2024B BondsIndenture, or the execution and delivery of the Taxable Series 2024B Bonds. The Parties acknowledge that the Port Issuer will have no control over the application or use of the Taxable Series 2024B Loan or the Taxable Series 2024B Project. The Port Issuer Act, provided he does not by this Agreement or otherwise assume any obligation or affirmative duty to review, monitor, investigate, inspect or after the issuance of the Taxable Series 2024B Bonds, undertake any responsibility act with respect to the Project, any change in the Borrower entity, or the application of Taxable Series 2024B Loan proceeds by the Borrowermalicious intent.
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Limitation of Issuer’s Liability. THE TAXABLE SERIES 2024B BONDS ARE SPECIAL AND LIMITED OBLIGATIONS OF THE PORT ISSUER, PAYABLE SOLELY FROM AND SECURED EXCLUSIVELY BY THE TRUST ESTATE ESTABLISHED UNDER THE PORT INDENTURE, INCLUDING THE PAYMENTS TO BE MADE BY THE BORROWER UNDER THIS SENIOR LOAN AGREEMENT AND BY THE COLLATERAL. THE TAXABLE SERIES 2024B BONDS DO NOT CONSTITUTE INDEBTEDNESS OF THE PORT ISSUER, THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE, WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION AND SHALL NOT CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE PORT ISSUER, THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE, AND NEITHER THE FULL FAITH AND CREDIT OF THE PORT ISSUER NOR THE FULL FAITH AND CREDIT OR THE TAXING POWER OF THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE TAXABLE SERIES 2024B BONDS. THE PORT ISSUER HAS NO TAXING POWER. No provision, It is understood and agreed by the Borrower and the Lender that no covenant, provision or agreement contained in this Senior Loan AgreementAgreement or the Note, or any obligations obligation herein or therein imposed upon the Port Issuer, Issuer or the breach thereof, shall constitute indebtedness or a liability of the Port Issuer within the meaning of any State constitutional provision or statutory limitation or shall constitute or give rise to a pecuniary liability of the Port Issuer or any member, officer or agent of the Port Issuer or a charge against the Port Issuer’s its general credit. In making ; the agreementsNote constitutes a special limited obligation of the Issuer, provisions and covenants set forth in payable solely from the revenues pledged to the payment thereof pursuant to this Senior Loan Agreement, the Port Issuer has and does not obligated itself except with respect to the application now and shall never constitute an indebtedness or a loan of the payments, as hereinabove provided. No recourse shall be had for the payment of principal of, or premium, if any, or interest on any credit of the Taxable Series 2024B Bonds, or for any claim based thereon or upon any obligation, covenant or agreement in this Agreement contained, against any past, present or future officer, director, member, trustee, employee or agent of the Port Issuer or any officer, director, member, trustee, employee or agent of any successor entity, as such, either directly or through the Port Issuer or any successor entity, under any rule of law or equity, statute or constitution or by enforcement by any assessment or penalty or otherwise. The members of the Port Issuer, the officers State or any political subdivision thereof or a charge against the general credit or taxing powers thereof within the meaning of any constitutional or statutory provision whatsoever. It is further understood and employees of agreed by the Port IssuerBorrower and the Lender that the Issuer has no obligation to use due diligence regarding the financial or legal status, or any other agents representations, of the Port Issuer are not subject to personal liability Borrower or accountability by reason of any action authorized the Lender. It is further understood and agreed by the Port ActBorrower and the Lender that the Issuer shall not incur any pecuniary liability hereunder and shall not be liable for any expenses related hereto, all of which the Borrower agrees to pay. Notwithstanding the provisions of the immediately preceding sentence, if the Issuer incurs any expense, or suffers any losses, claims or damages or incurs any liabilities relating to this Loan Agreement, including without limitation, expenses of an audit by the issuance of the Taxable Series 2024B BondsInternal Revenue Service, the failure Borrower will indemnify and hold harmless the Issuer from the same and will reimburse the Issuer for any legal or other expenses incurred by the Issuer in relation thereto, and this covenant to issue indemnify, hold harmless and reimburse the Taxable Series 2024B Bonds, or the execution and Issuer shall survive delivery of and payment for the Taxable Series 2024B BondsNote. The Parties acknowledge that the Port Issuer will have has no control over the application or use of the Taxable Series 2024B Loan or the Taxable Series 2024B Project. The Port Issuer does not by this Agreement or otherwise assume any obligation or affirmative duty to review, monitor, investigate, inspect or after the issuance of the Taxable Series 2024B Bonds, undertake any responsibility with respect to the Project, any change in the Borrower entity, or the application of Taxable Series 2024B Loan proceeds by the Borrowertaxing power.
Appears in 1 contract
Samples: Subordinate Loan Agreement
Limitation of Issuer’s Liability. No agreements or provisions contained in any Bond Document nor any agreement, covenant or undertaking by the Issuer contained in any document executed by the Issuer in connection with any property of the Company financed, directly or indirectly, out of Bond proceeds or the issuance, sale and delivery of the Bond will give rise to any pecuniary liability of the Issuer, its officers, employees, agents or members of its governing body or constitute a charge against the Issuer’s general credit, or obligate the Issuer financially in any way, except with respect to the Basic Rent, and its application as provided under this Indenture. No failure of the Issuer to comply with any terms, covenants or agreements in any Bond Document or in any document executed by the Issuer in connection with the Bond will subject the Issuer, its officers and members of its governing body to any pecuniary charge or liability except to the extent that the same can be paid or recovered from the Basic Rent. Without limiting the requirement to perform its duties or exercise its rights and powers under the Bond Documents upon receipt of appropriate indemnity or payment, none of the provisions of any Bond Document will require the Issuer to expend or risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers under any Bond Document. DATED AS OF , 202_. Issuer: ATTEST: XXXX ANA COUNTY, NEW MEXICO By: County Clerk Chair, Board of County Commissioners (SEAL) STATE OF NEW MEXICO ) ) COUNTY OF XXXX XXX ) This instrument was acknowledged before me on , 202_, by , as Chair of the Board of County Commissioners of Xxxx Ana County, New Mexico, a political subdivision of the State of New Mexico. Notary Public My commission expires: Company: XXXXXXX SOLAR I, LLC, a Delaware limited liability company By Name: Title: Authorized Signatory STATE OF ) ) COUNTY OF ) This instrument was acknowledged before me on , 202_, by , as of Xxxxxxx Solar I, LLC, a Delaware limited liability company. Notary Public My commission expires: Depositary: BOKF, N.A. By Name: Title: STATE OF ) ) ss. COUNTY OF ) This instrument was acknowledged before me on , 202_, by , as of BOKF, N.A. Notary Public My commission expires: STATE OF ) ) ss. COUNTY OF ) This instrument was acknowledged before me on , 202_, by , as of [ ]. Notary Public My commission expires: Purchaser: a Delaware limited liability company By: Name: Title: Authorized Signatory STATE OF ) ) ss. COUNTY OF ) This instrument was acknowledged before me on , 202_, by as of , a Delaware limited liability company. Notary Public My commission expires: EXHIBIT A THIS BOND HAS NOT BEEN REGISTERED UNDER THE TAXABLE SERIES 2024B BONDS ARE SPECIAL SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND LIMITED OBLIGATIONS IS TRANSFERABLE ONLY UPON COMPLIANCE WITH THE RESTRICTIVE TERMS PROVIDED BELOW AND IN THE INDENTURE REFERRED TO BELOW No. R-1 Up to $240,000,000 United States of America State of New Mexico Xxxx Ana County, New Mexico Taxable Industrial Revenue Bond (XXXXXXX SOLAR I, LLC Project) Series 2023 Registered Owner: ] MATURITY DATE INTEREST RATE ISSUE DATE [ ], 204_ 4% per annum As of [ ], 202_ XXXX ANA COUNTY, NEW MEXICO, a political subdivision of the State of New Mexico existing under the Constitution and laws of the State of New Mexico (the “Issuer”), for value received, promises to pay, solely from the source described below, to , a Delaware limited liability company (together with its successors and assigns, and transferees as permitted below, the “Purchaser”), on the Maturity Date, one hundred twenty million dollars ($240,000,000) (subject to prior optional redemption as described below) or so much of such amount as has been advanced by the Purchaser and is outstanding and to pay, solely from such source, to the Purchaser, interest at the Interest Rate (specified above) on such principal amounts advanced with respect to this Bond from the dates of such advances (computed on the basis of a 360-day year consisting of twelve 30-day months) payable annually on each [ ], beginning [ ], 202_ until payment of such principal amount. The outstanding principal amount of the Bond plus all interest thereon is due and payable in full on the Maturity Date. This Bond is issued under and pursuant to the Constitution and laws of the State of New Mexico, particularly NMSA 1978, Sections 4-59-1 to -16 (1975, as amended through 2022), and pursuant to an ordinance duly adopted by the Issuer. The principal of, interest on and redemption price of this Bond are payable solely from the Basic Rent derived by the Issuer from the Lease Agreement dated as of [ ], 202_ (the “Lease Agreement”) between the Issuer and XXXXXXX SOLAR I, LLC (the “Company’), which Lease Agreement relates to a certain electric generation facility located in Xxxx Ana County, New Mexico, but outside the boundaries of any incorporated municipality, and which revenues have been pledged and assigned by the Issuer to the Purchaser under the Indenture dated as of [ ], 202_ (together with any amendments and supplements, the “Indenture”) among the Issuer, the Purchaser, the Company and BOKF, N.A., as Depositary (the “Depositary”). Reference is made to the Indenture, the Lease Agreement, and the Bond Purchase Agreement for the provisions, among others, with respect to the custody and application of the proceeds of the sale of this Bond, the collection and disposition of income and other revenues, the transfer of the Bond, a description of the account charged with and pledged to the payment of the principal of, interest on and redemption price of this Bond, the nature and extent of the security, the terms and conditions under which this Bond is issued and amounts are to be advanced with respect to this Bond by the Purchaser, and the rights, duties and obligations of the Issuer, the Company, the Purchaser and the Depositary. By accepting this Xxxx, the holder accepts and undertakes to perform all of the obligations of the Purchaser. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE PORT ISSUER, PAYABLE SOLELY FROM AND SECURED EXCLUSIVELY BY THE TRUST ESTATE ESTABLISHED UNDER THE PORT INDENTURESTATE OF NEW MEXICO OR OF ANY OF ITS POLITICAL SUBDIVISIONS, INCLUDING THE PAYMENTS ISSUER, IS PLEDGED TO BE MADE BY THE BORROWER UNDER PAYMENT OF THE PRINCIPAL OF, INTEREST ON OR REDEMPTION PRICE OF THIS SENIOR LOAN AGREEMENT AND BY THE COLLATERALBOND. THE TAXABLE SERIES 2024B BONDS DO NOT PRINCIPAL OF, INTEREST ON AND REDEMPTION PRICE OF THIS BOND WILL NEVER CONSTITUTE A DEBT OR INDEBTEDNESS OF THE PORT ISSUER, THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE, ISSUER WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION AND SHALL NOT OF THE CONSTITUTION OR LAWS OF THE STATE OF NEW MEXICO. THIS BOND WILL NEVER CONSTITUTE OR NOR GIVE RISE TO A PECUNIARY LIABILITY OF THE PORT STATE OF NEW MEXICO, ANY OF ITS POLITICAL SUBDIVISIONS OR OF THE ISSUER OR A CHARGE AGAINST THEIR GENERAL CREDIT OR TAXING POWERS. This Bond may be called for redemption as provided in the Indenture, at the option of the Company as a whole or in part on any date selected by the Company, at a redemption price equal to the principal amount to be redeemed plus interest accrued on such principal amount to the redemption date. If a Default (as defined in the Indenture) occurs, the Purchaser may cause the then unpaid principal amount of this Bond and all accrued interest to be immediately due and payable as provided in the Indenture. Neither the Issuer nor the Depositary has any responsibility to act on behalf of the Purchaser with respect to any Default. The Purchaser is authorized to endorse on Schedule I attached to this Bond the date and amount of each advance by the Purchaser pursuant to Section 404 of the Indenture and each principal payment on and redemption in part of this Bond and the resulting principal amount. Failure to make any such endorsement or any error in such endorsement will not affect the rights or obligations of the Issuer or the Purchaser. This Bond may be transferred in whole but not in part. NOTWITHSTANDING ANY PROVISION OF THIS BOND TO THE CONTRARY, NEITHER THIS BOND NOR ANY INTEREST IN THIS BOND MAY BE, DIRECTLY OR INDIRECTLY, OFFERED, SOLD, HYPOTHECATED, ENCUMBERED OR OTHERWISE TRANSFERRED OR DISPOSED OF (INDIVIDUALLY AND COLLECTIVELY, A “TRANSFER”) EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND APPLICABLE STATE SECURITIES LAWS AS ESTABLISHED TO THE SATISFACTION OF THE ISSUER, AND ANY SUCH PURPORTED TRANSFER WILL NOT BE EFFECTIVE UNLESS THE TRANSFEROR PROVIDES TO THE ISSUER, THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF DEPOSITARY AND THE STATECOMPANY (A) AN OPINION, IN FORM AND NEITHER THE FULL FAITH AND CREDIT OF THE PORT ISSUER NOR THE FULL FAITH AND CREDIT OR THE TAXING POWER OF THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE IS PLEDGED SUBSTANCE SATISFACTORY TO THE PAYMENT OF ISSUER, FROM LEGAL COUNSEL EXPERIENCED IN SECURITIES LAWS MATTERS, WHICH COUNSEL MUST BE SATISFACTORY TO THE PRINCIPAL OF OR INTEREST ON ISSUER, TO THE TAXABLE SERIES 2024B BONDSEFFECT THE TRANSFER COMPLIES WITH THE ACT AND APPLICABLE STATE SECURITIES LAWS AND (B) WRITTEN REPRESENTATIONS FROM THE TRANSFEREE, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, NECESSARY TO ESTABLISH SUCH COMPLIANCE. THE PORT ISSUER HAS NO TAXING POWER. No provisionAll acts, covenantconditions and things required to happen, or agreement contained exist and be performed precedent to and in the issuance of this Senior Loan Agreement, or any obligations herein imposed upon Bond and the Port Issuer, or the breach thereof, shall constitute indebtedness or a liability execution of the Port Issuer within Indenture have happened, exist and have been performed as so required. The validity, construction and performance of this Bond are governed by the meaning law of any State constitutional provision New Mexico applicable to agreements made and to be performed in New Mexico. XXXX ANA COUNTY, NEW MEXICO By Chair, Board of County Commissioners [SEAL] Attest: County Clerk (SEAL) SCHEDULE I PRINCIPAL DRAWS Date Amount of Advance Amount of Principal Payment or statutory limitation or shall constitute or give rise Redemption Resulting Principal Amount Notation Made By EXHIBIT B REQUISITION AND CERTIFICATE NO. [ ] (this “Requisition”) To: BOKF, N.A., as Depositary 000 Xxx Xxx XX Albuquerque, New Mexico 87109 The undersigned, pursuant to a pecuniary liability the Indenture dated as of [ ], 202_ (the “Indenture”), among Xxxx Ana County, New Mexico (the “Issuer”), XXXXXXX SOLAR I, LLC (the “Company”), (“Purchaser”) and BOKF, N.A., as Depositary, requests on behalf of the Port Issuer or any member, officer or agent Company the disbursement of $ from the Port Issuer or a charge against Acquisition Account (as defined by reference in the Port Issuer’s general credit. In making Indenture) to pay the agreements, provisions and covenants set forth in this Senior Loan Agreement, the Port Issuer has not obligated itself except following Related Costs with respect to the application of Project (as defined in the payments, as hereinabove provided. No recourse shall be had for the payment of principal of, Indenture) or premium, if any, or interest on any of the Taxable Series 2024B Bonds, or for any claim based thereon or upon any obligation, covenant or agreement in this Agreement contained, against any past, present or future officer, director, member, trustee, employee or agent of the Port Issuer or any officer, director, member, trustee, employee or agent of any successor entity, as such, either directly or through the Port Issuer or any successor entity, under any rule of law or equity, statute or constitution or by enforcement by any assessment or penalty or otherwise. The members of the Port Issuer, the officers and employees of the Port Issuer, or any other agents of the Port Issuer are not subject to personal liability or accountability by reason of any action authorized by the Port Act, including without limitation, the issuance of the Taxable Series 2024B BondsBonds (as defined in the Indenture), the failure to issue the Taxable Series 2024B Bonds, or the execution as set forth on Schedule I attached hereto and delivery of the Taxable Series 2024B Bonds. The Parties acknowledge that the Port Issuer will have no control over the application or use of the Taxable Series 2024B Loan or the Taxable Series 2024B Project. The Port Issuer does not incorporated herein by this Agreement or otherwise assume any obligation or affirmative duty to review, monitor, investigate, inspect or after the issuance of the Taxable Series 2024B Bonds, undertake any responsibility with respect to the Project, any change in the Borrower entity, or the application of Taxable Series 2024B Loan proceeds by the Borrower.reference: The undersigned certifies that:
Appears in 1 contract
Samples: civicclerk.blob.core.windows.net
Limitation of Issuer’s Liability. THE TAXABLE SERIES 2024B BONDS ARE SPECIAL AND LIMITED OBLIGATIONS OF THE PORT ISSUERNo covenant, PAYABLE SOLELY FROM AND SECURED EXCLUSIVELY BY THE TRUST ESTATE ESTABLISHED UNDER THE PORT INDENTUREagreement or obligation contained herein shall be deemed to be a covenant, INCLUDING THE PAYMENTS TO BE MADE BY THE BORROWER UNDER THIS SENIOR LOAN AGREEMENT AND BY THE COLLATERAL. THE TAXABLE SERIES 2024B BONDS DO NOT CONSTITUTE INDEBTEDNESS OF THE PORT ISSUERagreement or obligation of any present or future director, THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATEofficer, WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION AND SHALL NOT CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE PORT ISSUERemployee or agent of the Issuer in his or her individual capacity, THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE, AND NEITHER THE FULL FAITH AND CREDIT OF THE PORT ISSUER NOR THE FULL FAITH AND CREDIT OR THE TAXING POWER OF THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE TAXABLE SERIES 2024B BONDS. THE PORT ISSUER HAS NO TAXING POWERand none of the members of the Issuer nor any officer thereof executing this Loan Agreement or the Bonds nor any member of the staff thereof shall be personally liable hereunder or on the Bonds or be subject to any personal liability or accountability by reason of the execution and delivery hereof and the issuance thereof. No provisionpresent or future director, covenantofficer, employee or agreement agent of the Issuer shall incur any personal liability with respect to any other action taken by him or her pursuant to this Loan Agreement or the Act. No agreements or provisions contained in this Senior Loan AgreementAgreement nor any agreement, covenant or undertaking by the Issuer contained in any document executed by the Issuer in connection with the Project or the issuance, sale and delivery of the Bonds shall constitute an indebtedness of the Issuer, the State or any obligations herein imposed upon the Port Issuer, or the breach political subdivision thereof, shall constitute indebtedness or a give rise to any pecuniary liability of the Port Issuer Issuer, the State or any political subdivision thereof, or shall constitute a loan of credit or a charge against the general credit or taxing power of any of them, within the meaning of any State constitutional provision Constitutional or statutory limitation limitation, or shall constitute or give rise to a pecuniary liability of obligate the Port Issuer or financially in any member, officer or agent of the Port Issuer or a charge against the Port Issuer’s general credit. In making the agreements, provisions and covenants set forth in this Senior Loan Agreement, the Port Issuer has not obligated itself way except with respect to this Loan Agreement and the application of revenues herefrom and the paymentsproceeds of the Bonds. No failure of the Issuer to comply with any term, condition, covenant or agreement herein, or in any document executed by the Issuer in connection with the issuance and sale of the Bonds, shall subject the Issuer to liability for any claim for damages, costs or other financial or pecuniary charge except to the extent that the same can be paid or recovered from this Loan Agreement or revenues therefrom or proceeds of the Bonds. Nothing herein shall preclude a proper party in interest from seeking and obtaining, to the extent permitted by law, specific performance against the Issuer for any failure to comply with any term, condition, covenant or agreement herein; provided, that no costs, expenses or other monetary relief shall be recoverable from the Issuer except as hereinabove providedmay be payable from this Loan Agreement or its revenues or the proceeds of the Bonds. No recourse shall be had for the payment of the principal of, of or premium, if any, premium or interest on any of the Taxable Series 2024B Bonds, Bonds or for any claim based thereon or upon any obligation, covenant or agreement in this Loan Agreement contained, contained against any past, present or future officer, director, member, trustee, employee or agent of the Port Issuer Issuer, or any officer, director, member, trustee, employee or agent of any successor entitypublic corporation, as such, such either directly or through the Port Issuer or any successor entitypublic corporation, under any rule of law or equity, statute or constitution or by the enforcement by of any assessment or penalty or otherwise. The members of the Port Issuer, the officers and employees of the Port Issuer, or any other agents of the Port Issuer are not subject to personal all such liability or accountability by reason of any action authorized by such officers, directors, members, employees or agents as such is hereby expressly waived and released as a condition of and consideration for the Port Actexecution of this Indenture, including without limitation, and the issuance of the Taxable Series 2024B such Bonds, the failure to issue the Taxable Series 2024B Bonds, or the execution and delivery of the Taxable Series 2024B Bonds. The Parties acknowledge that the Port Issuer will have no control over the application or use of the Taxable Series 2024B Loan or the Taxable Series 2024B Project. The Port Issuer does not by this Agreement or otherwise assume any obligation or affirmative duty to review, monitor, investigate, inspect or after the issuance of the Taxable Series 2024B Bonds, undertake any responsibility with respect to the Project, any change in the Borrower entity, or the application of Taxable Series 2024B Loan proceeds by the BorrowerIssuer.
Appears in 1 contract
Samples: Loan Agreement (Flanders Corp)
Limitation of Issuer’s Liability. THE TAXABLE SERIES 2024B BONDS ARE SPECIAL AND LIMITED OBLIGATIONS OF THE PORT ISSUERNothing herein, PAYABLE SOLELY FROM AND SECURED EXCLUSIVELY BY THE TRUST ESTATE ESTABLISHED UNDER THE PORT INDENTUREin the Indenture, INCLUDING THE PAYMENTS TO BE MADE BY THE BORROWER UNDER THIS SENIOR LOAN AGREEMENT AND BY THE COLLATERALin the Series 2020 Bonds or the Security Documents shall constitute an indebtedness of the Issuer or a multiple-fiscal year obligation of the Issuer within the meaning of any provisions of the State Constitution or the laws of the State. THE TAXABLE SERIES 2024B BONDS DO NOT CONSTITUTE INDEBTEDNESS OF THE PORT ISSUERThe Series 2020 Bonds are special, THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATElimited obligations of the Issuer, WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION AND SHALL NOT CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE PORT ISSUERpayable solely from and secured solely by the Trust Estate and are not, THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATEand shall not be deemed to constitute an obligation, AND NEITHER THE FULL FAITH AND CREDIT OF THE PORT ISSUER NOR THE FULL FAITH AND CREDIT OR THE TAXING POWER OF THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE TAXABLE SERIES 2024B BONDSmoral or otherwise, of the State, any other agency, instrumentality or political subdivision of the State, or any official, board member, director, officer, employee, agent or representative of any of the foregoing, and neither the full faith and credit nor the taxing power of the Issuer, the State or any other agency, instrumentality or political subdivision of the State is pledged to the payment of the principal of and interest on the Bonds. THE PORT ISSUER HAS NO TAXING POWERThe Owners of the Series 2020 Bonds may not look to any revenues of the Issuer for repayment of the Series 2020 Bonds and the only sources of repayment of the Series 2020 Bonds are revenues provided by the Borrower to the Issuer pursuant to this Issuer Loan Agreement for the payment of the principal of, premium, if any, and interest on the Series 2020 Bonds, and the Series 2020 Bonds do not constitute an indebtedness of the Issuer or a multiple-fiscal year obligation of the Issuer within the meaning of any provisions of the State Constitution or the laws of the State. The payment of the Series 2020 Bonds shall not be secured by any encumbrance, mortgage, or other pledge of property of the Issuer, other than the Trust Estate. No property of the Issuer, subject to such exception, shall be liable to be forfeited or taken in payment of the Series 2020 Bonds. Neither the members of the Board nor any persons executing the Series 2020 Bonds shall be liable personally on the Series 2020 Bonds by reason of the issuance thereof. No provision, covenant, or agreement contained in this Senior Issuer Loan Agreement, or any obligations herein imposed upon the Port Issuer, or the breach thereof, shall constitute an indebtedness or a liability of the Port Issuer within the meaning of any State constitutional provision or statutory limitation or shall constitute or give rise to a pecuniary liability of the Port Issuer or any member, officer or agent of the Port Issuer or a charge against the Port Issuer’s general credit. In making the agreements, provisions and covenants set forth in this Senior Issuer Loan Agreement, the Port Issuer has not obligated itself except with respect to the application of the paymentsrevenues, as hereinabove provided. No recourse shall be had for the payment of principal of, or premium, if any, or interest on any of the Taxable Series 2024B Bonds, or for any claim based thereon or upon any obligation, covenant or agreement in this Agreement contained, against any past, present or future officer, director, member, trustee, employee or agent of the Port Issuer or any officer, director, member, trustee, employee or agent of any successor entity, as such, either directly or through the Port Issuer or any successor entity, under any rule of law or equity, statute or constitution or by enforcement by any assessment or penalty or otherwise. The members of the Port Issuer, the officers and employees of the Port Issuer, or any other agents of the Port Issuer are not subject to personal liability or accountability by reason of any action authorized by the Port Act, including without limitation, the issuance of the Taxable Series 2024B Bonds, the failure to issue the Taxable Series 2024B Bonds, or the execution and delivery of the Taxable Series 2024B Bonds. The Parties acknowledge that the Port Issuer will have no control over the application or use of the Taxable Series 2024B Loan or the Taxable Series 2024B Project. The Port Issuer does not by this Agreement or otherwise assume any obligation or affirmative duty to review, monitor, investigate, inspect or after the issuance of the Taxable Series 2024B Bonds, undertake any responsibility with respect to the Project, any change in the Borrower entity, or the application of Taxable Series 2024B Loan proceeds by the Borrower.
Appears in 1 contract
Samples: Loan Agreement
Limitation of Issuer’s Liability. THE TAXABLE SERIES 2024B 2020 BONDS ARE SPECIAL AND LIMITED OBLIGATIONS OF THE PORT ISSUER, PAYABLE SOLELY FROM AND SECURED EXCLUSIVELY BY THE TRUST ESTATE ESTABLISHED UNDER THE PORT INDENTURE, INCLUDING THE PAYMENTS TO BE MADE BY THE BORROWER UNDER THIS SENIOR LOAN AGREEMENT AND BY THE COLLATERAL. THE TAXABLE SERIES 2024B 2020 BONDS DO NOT CONSTITUTE INDEBTEDNESS OF THE PORT ISSUER, THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE, WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION AND SHALL NOT CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE PORT ISSUER, THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE, AND NEITHER THE FULL FAITH AND CREDIT OF THE PORT ISSUER NOR THE FULL FAITH AND CREDIT OR THE TAXING POWER OF THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE TAXABLE SERIES 2024B 2020 BONDS. THE PORT ISSUER HAS NO TAXING POWER. No provision, covenant, or agreement contained in this Senior Loan Agreement, or any obligations herein imposed upon the Port Issuer, or the breach thereof, shall constitute indebtedness or a liability of the Port Issuer within the meaning of any State constitutional provision or statutory limitation or shall constitute or give rise to a pecuniary liability of the Port Issuer or any member, officer or agent of the Port Issuer or a charge against the Port Issuer’s general credit. In making the agreements, provisions and covenants set forth in this Senior Loan Agreement, the Port Issuer has not obligated itself except with respect to the application of the payments, as hereinabove provided. No recourse shall be had for the payment of principal of, or premium, if any, or interest on any of the Taxable Series 2024B Bonds, 2020 Bonds or for any claim based thereon or upon any obligation, covenant or agreement in this Agreement contained, against any past, present or future officer, director, member, trustee, employee or agent of the Port Issuer or any officer, director, member, trustee, employee or agent of any successor entity, as such, either directly or through the Port Issuer or any successor entity, under any rule of law or equity, statute or constitution or by enforcement by any assessment or penalty or otherwise. The members of the Port Issuer, the officers and employees of the Port Issuer, or any other agents of the Port Issuer are not subject to personal liability or accountability by reason of any action authorized by the Port Act, including without limitation, the issuance of the Taxable Series 2024B 2020 Bonds, the failure to issue the Taxable Series 2024B 2020 Bonds, or the execution and delivery of the Taxable Series 2024B 2020 Bonds. The Parties acknowledge that the Port Issuer will have no control over the application or use of the proceeds of the Taxable Series 2024B 2020B Loan or the Taxable Series 2024B 2020B Project. The Port Issuer does not by this Agreement or otherwise assume any obligation or affirmative duty to review, monitor, investigate, inspect or after the issuance of the Taxable Series 2024B 2020B Bonds, undertake any responsibility with respect to the Project, any change in the Borrower entity, or the application of Taxable Series 2024B 2020B Loan proceeds by the Borrower.
Appears in 1 contract
Samples: Senior Loan Agreement (Fortress Transportation & Infrastructure Investors LLC)
Limitation of Issuer’s Liability. THE TAXABLE SERIES 2024B 2017 BONDS ARE SPECIAL AND LIMITED OBLIGATIONS OF THE PORT ISSUER, PAYABLE SOLELY FROM AND SECURED EXCLUSIVELY BY THE TRUST ESTATE ESTABLISHED UNDER THE PORT INDENTURE, INCLUDING THE PAYMENTS TO BE MADE BY THE BORROWER UNDER THIS SENIOR LOAN AGREEMENT AND BY THE COLLATERAL. THE TAXABLE SERIES 2024B 2017 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE PORT ISSUER, THE STATE STATE, THE SERIES 2017 COUNTIES OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE, WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION AND SHALL NOT CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE PORT ISSUER, THE STATE STATE, THE SERIES 2017 COUNTIES OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE, AND NEITHER THE FULL FAITH AND CREDIT OF THE PORT ISSUER NOR THE FULL FAITH AND CREDIT OR THE TAXING POWER OF THE STATE STATE, THE SERIES 2017 COUNTIES OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE TAXABLE SERIES 2024B 2017 BONDS. THE PORT ISSUER HAS NO TAXING POWER. No provision, covenant, or agreement contained in this Senior Loan Agreement, or any obligations herein imposed upon the Port Issuer, or the breach thereof, shall constitute an indebtedness or a liability of the Port Issuer within the meaning of any State constitutional provision or statutory limitation or shall constitute or give rise to a pecuniary liability of the Port Issuer or any member, officer or agent of the Port Issuer or a charge against the Port Issuer’s general credit. In making the agreements, provisions and covenants set forth in this Senior Loan Agreement, the Port Issuer has not obligated itself except with respect to the application of the payments, as hereinabove provided. No recourse shall be had for the payment of principal of, or premium, premium if any, or interest on any of the Taxable Series 2024B Bonds, 2017 Bonds or for any claim based thereon or upon any obligation, covenant or agreement in this Agreement contained, against any past, present or future officer, director, member, trustee, employee or agent of the Port Issuer or any officer, director, member, trustee, employee or agent of any successor entity, as such, either directly or through the Port Issuer or any successor entity, under any rule of law or equity, statute or constitution or by enforcement by any assessment or penalty or otherwise. The members of the Port Issuer, the officers and employees of the Port Issuer, or any other agents of the Port Issuer are not subject to personal liability or accountability by reason of any action authorized by the Port Act, including without limitation, the issuance of the Taxable Series 2024B 2017 Bonds, the failure to issue the Taxable Series 2024B 2017 Bonds, or the execution and delivery of the Taxable Series 2024B 2017 Bonds. The Parties acknowledge that the Port Issuer will have no control over the application or use of the Taxable proceeds of the Series 2024B 2017 Loan or the Taxable Series 2024B 2017 Project. The Port Issuer does not by this Agreement or otherwise assume any obligation or affirmative duty to review, monitor, investigate, inspect or after the issuance of the Taxable Series 2024B 2017 Bonds, undertake any responsibility with respect to the Series 2017 Project, any change in the Borrower entity, or the application of Taxable Series 2024B 2017 Loan proceeds by the Borrower.
Appears in 1 contract
Limitation of Issuer’s Liability. Anything contained in this Loan Agreement to the contrary notwithstanding, any obligation the Issuer may incur in connection with the undertaking of the Project for the payment of money shall not be deemed to constitute a debt or general obligation of the Issuer, the State or any political subdivision thereof, but shall be payable solely from the revenues and receipts derived by it from this Loan Agreement and the Note, including payments received under the Note, and from payments made pursuant to the Letter of Credit. No provision in this Loan Agreement or any obligation herein imposed upon the Issuer, or the breach thereof, shall constitute or give rise to or impose upon the Issuer, the State or any political subdivision thereof a pecuniary liability or a charge upon its general credit or taxing powers. No officer or member of the Issuer shall be personally liable on this Loan Agreement. THE TAXABLE SERIES 2024B BONDS ARE SPECIAL AND LIMITED OBLIGATIONS THE INTEREST THEREON AND REDEMPTION PREMIUM, IF ANY, SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OR A PLEDGE OF THE PORT ISSUER, PAYABLE SOLELY FROM AND SECURED EXCLUSIVELY BY THE TRUST ESTATE ESTABLISHED UNDER THE PORT INDENTURE, INCLUDING THE PAYMENTS TO BE MADE BY THE BORROWER UNDER THIS SENIOR LOAN AGREEMENT AND BY THE COLLATERAL. THE TAXABLE SERIES 2024B BONDS DO NOT CONSTITUTE INDEBTEDNESS OF THE PORT ISSUER, THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE, WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION AND SHALL NOT CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE PORT ISSUER, THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE, AND NEITHER THE FULL FAITH AND CREDIT OF THE PORT STATE OF NORTH CAROLINA OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING, WITHOUT LIMITATION, THE ISSUER AND GUILFORD COUNTY, NORTH CAROLINA. NEITHER THE STATE OF NORTH CAROLINA NOR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING, WITHOUT LIMITATION, THE FULL ISSUER AND GUILFORD COUNTY, NORTH CAROLINA, SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THE BONDS OR OTHER COSTS INCIDENT THERETO EXCEPT FROM THE REVENUES ASSIGNED AND PLEDGED THEREFOR, AND NEITHER THE FAITH AND CREDIT OR NOR THE TAXING POWER OF THE STATE OF NORTH CAROLINA OR ANY OTHER POLITICAL SUBDIVISION OF THEREOF, INCLUDING, WITHOUT LIMITATION, THE STATE ISSUER AND GUILFORD COUNTY, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THE TAXABLE SERIES 2024B BONDSBONDS OR OTHER COSTS INCIDENT THERETO. THE PORT ISSUER HAS NO TAXING POWER. No provision, covenant, or agreement contained in this Senior Loan Agreement, or any obligations herein imposed upon the Port Issuer, or the breach thereof, shall constitute indebtedness or a liability of the Port Issuer within the meaning of any State constitutional provision or statutory limitation or shall constitute or give rise to a pecuniary liability of the Port Issuer or any member, officer or agent of the Port Issuer or a charge against the Port Issuer’s general credit. In making the agreements, provisions and covenants set forth in this Senior Loan Agreement, the Port Issuer has not obligated itself except with respect to the application of the payments, as hereinabove provided. No recourse shall be had for the payment of principal of, or premium, if any, or interest on any of the Taxable Series 2024B Bonds, or for any claim based thereon or upon any obligation, covenant or agreement in this Agreement contained, against any past, present or future officer, director, member, trustee, employee or agent of the Port Issuer or any officer, director, member, trustee, employee or agent of any successor entity, as such, either directly or through the Port Issuer or any successor entity, under any rule of law or equity, statute or constitution or by enforcement by any assessment or penalty or otherwise. The members of the Port Issuer, the officers and employees of the Port Issuer, or any other agents of the Port Issuer are not subject to personal liability or accountability by reason of any action authorized by the Port Act, including without limitation, the issuance of the Taxable Series 2024B Bonds, the failure to issue the Taxable Series 2024B Bonds, or the execution and delivery of the Taxable Series 2024B Bonds. The Parties acknowledge that the Port Issuer will have no control over the application or use of the Taxable Series 2024B Loan or the Taxable Series 2024B Project. The Port Issuer does not by this Agreement or otherwise assume any obligation or affirmative duty to review, monitor, investigate, inspect or after the issuance of the Taxable Series 2024B Bonds, undertake any responsibility with respect to the Project, any change in the Borrower entity, or the application of Taxable Series 2024B Loan proceeds by the Borrower.
Appears in 1 contract
Samples: Loan Agreement (Sleepmaster LLC)
