Common use of Scope of Liability Clause in Contracts

Scope of Liability. The Lender shall have no claims with respect to the transactions contemplated by the Project Documents against any Person other than the Borrower including, but not limited to, the Panda International and the Luannan Government or any of their respective Affiliates (other than the Borrower) or direct or indirect parents, or to the shareholders, officers, directors, employees, or other controlling persons (including members of the management committee) of the Panda International and the Luannan Government, their respective Affiliates (other than the Borrower), or their direct or indirect parents (collectively the "Nonrecourse Persons"), subject to the exceptions set forth below in this Article 8; provided that (a) the foregoing provision of this Article 8 shall not constitute a waiver, release or discharge of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement, any other Financing Agreement and the same shall continue until fully paid, discharged, observed, or performed; (b) the foregoing provision of this Article 8 shall not limit or restrict the right of the Lender, to name the Borrower or any other Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Financing Agreement, or for injunction or specific performance, so long as no judgement in the nature of a deficiency judgement shall be enforced against any Nonrecourse Persons, except as set forth in this Article 8; (c) the foregoing provision of this Article 8 shall not affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement in respect to the Project made by any of the Nonrecourse Persons; and (d) nothing contained herein shall limit the liability of any Person who is a party to any Project Document or has issued any certificate or other statement in connection therewith with respect to such liability as may arise by reason of the terms and conditions of such Project Document, certificate or statement, or otherwise, in each case under this clause (d) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 8 shall survive the termination of this Agreement and the full payment and performance of the Obligations hereunder and under the other Project Documents.

Scope of Liability. The Lender Notwithstanding anything to the contrary in this Financing Agreement or the other Financing Documents (but subject to the last sentence of this Article 11), no Lender, Issuing Bank, Agent, Secured Party or other Person shall have no claims with respect to the transactions contemplated by the Project Documents any recourse against any Person other than the Borrower including, but not limited to, the Panda International and the Luannan Government or any of their respective Affiliates Affiliated Participant (other than the Sponsor, Member, Borrower, each Project Company) or direct the stockholders or indirect parents, or to the shareholdersother owners, officers, directorsdirectors or employees of any such Person (each, employeesa “Non-Recourse Party”), for any liability to the Lenders arising in connection with any breach or other controlling persons (including members default under this Financing Agreement or any Financing Document, except to the extent the same is enforced against Sponsor, Member, Borrower, the Project Companies and the Collateral and the rents, issues, profits, proceeds and products of the management committeeCollateral, and the Lenders shall look solely to Sponsor, Member, Borrower and the Project Companies (but not to any Non-Recourse Party or to any distributions received by or payments allowed to any Non-Recourse Party pursuant to the terms of this Financing Agreement or any Financing Document) and the Collateral and the rents, issues, profits, proceeds and products of the Panda International Collateral in enforcing rights and obligations under and in connection with the Luannan GovernmentFinancing Documents, their respective Affiliates (other than the Borrower), or their direct or indirect parents (collectively the "Nonrecourse Persons"), subject to the exceptions set forth below in this Article 8; provided that (a) the foregoing provision provisions of this Article 8 11 shall not constitute a waiver, release or discharge of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Financing Agreement, the Notes, any other Collateral Document or other Financing Agreement Document or any Material Project Document, and the same shall continue until all Obligations have been fully paid, discharged, observed, or performed; and (b) the foregoing provision provisions of this Article 8 11 shall not limit or restrict the right of the LenderAgents, Issuing Bank and/or the Lenders to name the Borrower Sponsor, Member, Borrower, any Project Company or any other applicable Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Financing Agreement, the Projects, the Sponsor Indemnity Agreement, the Mortgage Documents, the Borrower Pledge and Security Agreement, Member Pledge and Security Agreement, each Guaranty and Security Agreement or any other Financing AgreementDocument, or otherwise, or for injunction or specific performance, so long as no judgement judgment in the nature of a deficiency judgement judgment shall be enforced against any Nonrecourse PersonsNon-Recourse Party out of any property, except as set forth assets or funds other than the Collateral and the rents, issues, profits, proceeds or products of the Collateral, and any other property of Sponsor, Member, Borrower or any Project Company. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained in this Article 8; 11 shall be deemed to (ci) limit or restrict any right or remedy of the foregoing provision Lenders or the Issuing Bank (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of this Article 8 Sponsor, Member, Borrower, each Project Company shall not affect remain fully liable to the extent that Sponsor, Member, Borrower, each Project Company would otherwise be liable for its own actions with respect to, any fraud, willful misconduct, gross negligence or diminish willful misrepresentation or constitute a waiver, release or discharge (ii) limit in any respect the enforceability against the parties thereto (including any Non-Recourse Parties) of any specific written obligationCollateral Documents, covenant, or agreement in respect to the Project made by any of the Nonrecourse Persons; and (d) nothing contained herein shall limit the liability of any Person who is a party to any Project Documents or any Operative Document or has issued any certificate or other statement in connection therewith accordance with respect to such liability as may arise by reason of the terms and conditions of such Project Document, certificate or statement, or otherwise, in each case under this clause (d) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 8 shall survive the termination of this Agreement and the full payment and performance of the Obligations hereunder and under the other Project Documentstheir respective terms.

Scope of Liability. The Notwithstanding anything to the contrary in this Agreement, any other Loan Document, or any other document, certificate or instrument executed by any Credit Party pursuant hereto or thereto, none of the Lender Parties shall have no any claims with respect to the transactions contemplated by the Project Loan Documents against any Person Credit Party (other than the Borrower includingLoan Parties and Holdings), but not limited topresent or future holder (whether direct or indirect) of any Equity Interests in any Credit Party (other than any Loan Party’s Equity Interests in any other Loan Party and Holdings’ Equity Interests in Borrower), the Panda International and the Luannan Government or or, in each case, any of their respective Affiliates (other than the Borrower) or direct or indirect parentsObligor Parties), or to the shareholders, officers, directors, employeesemployees representatives, Controlling persons, executives or other controlling persons agents (collectively, the “Non-Recourse Persons”), such claims against such Non-Recourse Persons (including members as may arise by operation of the management committeelaw) of the Panda International and the Luannan Government, their respective Affiliates (other than the Borrower), or their direct or indirect parents (collectively the "Nonrecourse Persons"), subject to the exceptions set forth below in this Article 8being expressly waived hereby; provided that (a) the foregoing provision of this Article 8 Section 9.20 shall not not: (a) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the indebtednessObligations, or of any of the terms, covenants, conditions, or provisions of this Agreement, any other Financing Agreement Loan Document and the same shall continue (subject to clause (e) below, but without personal liability of the Non-Recourse Persons) until fully paid, discharged, observed, or performed; ; (b) constitute a waiver, release or discharge of any lien or security interest purported to be created pursuant to the foregoing provision Security Documents (or otherwise impair the ability of this Article 8 shall not any Secured Party to realize or foreclose upon any Collateral); (c) limit or restrict the right of the Lenderany Lender Party (or any assignee, beneficiary or successor thereto) to name the Borrower (i) any Obligor Party or any other Person person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Financing AgreementLoan Document, or for injunction or specific performance, so long as no judgement judgment in the nature of a deficiency judgement judgment shall be enforced against any Nonrecourse PersonsNon-Recourse Person, except as set forth in this Article 8; (c) the foregoing provision other provisions of this Article 8 Section 9.20 or (ii) Sponsor or any other party to the Equity Contribution Agreement or any Capital Call Collateral Document as a defendant in any action relating to the Equity Contribution Agreement or such Capital Call Collateral Document; (d) in any way limit or restrict any right or remedy of any Lender Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Non-Recourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, or misappropriation of revenues, profits or proceeds from or of any Project or any Collateral, that should or would have been paid as provided herein or paid or delivered to any Lender Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Loan Document; or (e) affect or diminish in any way or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement in respect to the Project made by any Non-Recourse Person (or any security granted by any Non-Recourse Person in support of the Nonrecourse Persons; and (d) nothing contained herein shall limit the liability obligations of any Person who is a party to Person) under or in connection with any Project Loan Document or has issued as security for the Obligations; provided that, notwithstanding any certificate or other statement to the contrary set forth herein, the exposure of Sponsor in connection therewith with respect to such liability as may arise by reason of the terms and conditions of such Project Document, certificate or statement, or otherwise, in each case under this clause (d) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinionEquity Contribution Agreement shall not exceed the Equity Commitment. The limitations on recourse set forth in this Article 8 Section 9.20 shall survive the termination of this Agreement and the full payment and performance of the Obligations hereunder and under the other Project DocumentsDischarge Date.

Scope of Liability. The Lender Except as set forth in this Section 22.9 and Section 8.22 of the Pledge Agreement, notwithstanding anything in any Credit Document to the contrary, the Secured Parties shall have no recourse or claims with respect to the transactions contemplated by the Project Operative Documents against any Person other than the Borrower includingPledgor, but not limited to, the Panda International and the Luannan Government Sponsor or any of their respective Affiliates (other than the Borrower) or direct or indirect parentsCompany), or to the shareholders, officers, directorsdirectors or employees (collectively, employeesthe “Nonrecourse Persons”) and the Secured Parties’ recourse against the Company shall be limited to the Collateral, or other controlling persons (including members the Project, all Project Revenues, all proceeds of the management committee) Notes, Insurance Proceeds, Eminent Domain Proceeds, and all income or revenues of the Panda International foregoing as and the Luannan Government, their respective Affiliates (other than the Borrower), or their direct or indirect parents (collectively the "Nonrecourse Persons"), subject to the exceptions set forth below extent provided herein and in this Article 8the Collateral Documents (which, for the avoidance of doubt, excludes the payments allowed to any Nonrecourse Person pursuant to the terms of any Credit Documents); provided provided, that (a) the foregoing provision of this Article 8 Section 22.9 shall not in any way (a) constitute a waiver, release or discharge of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement, any other Financing Agreement Credit Document (and the same shall continue continue, but without personal liability to the Nonrecourse Persons, until fully paid, discharged, observed, or performed) or otherwise relieve any such Person from its obligations under the Credit Documents to which it is a party or shall preclude, restrict, reduce, limit or otherwise affect the rights, powers and remedies of the Secured Parties to enforce (or cause to be enforced) such obligations against such Person or such Person’s properties to the extent permitted by any Credit Document to which it is a party; (b) the foregoing provision of this Article 8 shall not limit limit, reduce, restrict or restrict otherwise affect the right of the Lenderany Secured Party (or any assignee, beneficiary or successor to any of them) to name the Borrower Company or any other Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Financing AgreementCredit Document, or for injunction or specific performance, so long as no judgement judgment in the nature of a deficiency judgement judgment shall be enforced against any Nonrecourse PersonsPerson, except as set forth in this Article 8Section 22.9; (c) limit, reduce, restrict or otherwise affect any right or remedy of any Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the foregoing provision of this Article 8 Nonrecourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any fraud, willful misrepresentation (which shall not include innocent or negligent misrepresentation), or misappropriation of Project Revenues, proceeds of the Notes, Insurance Proceeds, Eminent Domain Proceeds or any other earnings, revenues, rents, issues, profits or proceeds from or of the Collateral, that should or would have been paid as provided herein or paid or delivered to any Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under any other Credit Document; (d) affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, representation, or agreement in respect to of the Project transactions contemplated by the Operative Documents made by any of the Nonrecourse PersonsPersons or any security granted by the Nonrecourse Persons in support of the obligations of such Persons under any Collateral Document (or as security for the obligations of the Company), including Pledgor’s obligations, covenants, representations and agreements under the Pledge Agreement; and nor (de) nothing contained herein shall limit the liability of (i) any Person who is a party to any Project Document or has issued any certificate or other statement in connection therewith with respect to such liability as may arise solely by reason of the terms and conditions of such Project Document (but subject to any limitation of liability in such Project Document), certificate or statement, or otherwise(ii) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (de) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 8 Section 22.9 shall survive the termination of this Agreement and the full payment and performance of the Obligations hereunder and under the other Project DocumentsAgreement.

Scope of Liability. The Lender (a) Except as set forth in this Section 10.18, notwithstanding anything to the contrary in this Agreement, any other Loan Document or any other document, certificate or instrument executed by any Loan Party pursuant hereto or thereto, none of the Secured Parties shall have no any claims with respect to the transactions contemplated by hereunder or thereunder against the Project Documents against Sponsor or any Person of its Affiliates (other than the Borrower, any Subsidiary of the Borrower includingor, but not limited tosolely to the extent of the interests of Holdings in the Collateral, Holdings), any present or future holder (whether direct or indirect) of any Capital Stock in any Loan Party (other than any such Capital Stock owned by another Loan Party), or, in the Panda International and the Luannan Government or case of any of their respective Affiliates (other than the Borrower) or direct or indirect parentsLoan Parties), or to the shareholders, officers, directors, employees, representatives, controlling persons, executives or other controlling persons agents (collectively, the “Non-Recourse Persons”), such claims against such Non-Recourse Persons (including members as may arise by operation of the management committeelaw) of the Panda International and the Luannan Government, their respective Affiliates (other than the Borrower), or their direct or indirect parents (collectively the "Nonrecourse Persons"), subject to the exceptions set forth below in this Article 8being expressly waived hereby; provided that (a) the foregoing provision of this Article 8 Section 10.18 shall not (i) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the indebtednessObligations, or of any of the terms, covenants, conditions, or provisions of this Agreement, Agreement or any other Financing Agreement Loan Document and the same shall continue (subject to clause (iv) below, but without personal liability of the Non-Recourse Persons) until fully paid, discharged, observed, or performed; (bii) constitute a waiver, release or discharge of any lien or security interest purported to be created pursuant to the foregoing provision Security Documents (or otherwise impair the ability of this Article 8 shall not any Secured Party to realize or foreclose upon any Collateral); (iii) limit or restrict the right of the LenderAdministrative Agent, to name the Borrower Collateral Agent or any other Person Secured Party (or any assignee, beneficiary or successor to any of them) to name Holdings or any Loan Party or any other person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Financing AgreementLoan Document, or for injunction or specific performance, so long as no judgement judgment in the nature of a deficiency judgement judgment shall be enforced against any Nonrecourse PersonsNon-Recourse Person, except as set forth in other provisions of this Article 8Section 10.18; (civ) in any way limit or restrict any right or remedy of the foregoing provision Administrative Agent, the Depositary Agent, the Collateral Agent or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of this Article 8 the Non-Recourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any actual fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, fraudulent conveyance or misappropriation of revenues, profits or proceeds from or of the Project or any Collateral, that should or would have been paid as provided herein or paid or delivered to the Administrative Agent, the Depositary Agent, the Collateral Agent or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Loan Document; or (v) affect or diminish in any way or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement in respect to the Project made by any of the Nonrecourse Persons; and (d) nothing contained herein shall limit the liability of any Person who is a party to any Project Document Non-Recourse Persons under or has issued any certificate or other statement in connection therewith with respect to such liability any Loan Document (or as may arise by reason security for the Obligations of the terms and conditions of such Project Document, certificate or statement, or otherwise, in each case under this clause Borrower). 142 Sunshine (dNortheast) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. – Credit Agreement (b) The limitations on recourse set forth in this Article 8 Section 10.18 shall survive the termination of this Agreement Agreement, the termination of all Commitments and the full payment and performance of the Obligations hereunder and under the other Project Loan Documents.

Scope of Liability. The Lender shall have no claims with respect Notwithstanding any other provision of the Loan Documents (except to the transactions contemplated by extent of the Project Documents Owner's interest in the Collateral pledged under the Pledge Agreement), there shall be no recourse against any Person other than the Borrower includingOwner, but not limited toNevada Geothermal Power Company, the Panda International and the Luannan Government Blue Mountain Power Company, Inc., Nevada Geothermal Power Inc. or any of their respective Affiliates (other than the Borrower) or direct or indirect parents, or to the shareholders, officers, directors, employees, or other controlling persons (including members of the management committee) of the Panda International and the Luannan Government, their respective Affiliates (other than the except Borrower), or their direct the stockholders or indirect parents other owners, officers, directors or employees of any of them (collectively the each, a "Nonrecourse PersonsNon-Recourse Party"), subject for any liability to Lender arising in connection with any breach or default under this Agreement except to the exceptions set forth below extent the same is enforced against Borrower and the Collateral and the rents, issues, profits, proceeds and products of the Collateral, and Lender shall look solely to Borrower (but not to any Non-Recourse Party or to any distributions received by any Non-Recourse Party in accordance with the terms of this Article 8Agreement) and the Collateral and the rents, issues, profits, proceeds and products of the Collateral in enforcing rights and Obligations under and in connection with the Loan Documents; provided that (a) the foregoing provision provisions of this Article 8 Section 7.12 shall not constitute a waiver, release or discharge of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement, the Note, or any other Financing Agreement Loan Document (but without personal liability to the Non-Recourse Parties), and the same shall continue until this Agreement has terminated and all Obligations have been fully paid, discharged, observed, or performed; and (b) the foregoing provision provisions of this Article 8 Section 7.12 shall not limit or restrict the right of the Lender, Lender to name the Borrower Borrower, Owner or any other Person Non-Recourse Party as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Financing AgreementLoan Document, or otherwise, or for injunction or specific performance, so long as no judgement judgment in the nature of a deficiency judgement judgment shall be enforced against any Nonrecourse Persons, except as set forth in this Article 8; (c) the foregoing provision of this Article 8 shall not affect or diminish or constitute a waiver, release or discharge Non-Recourse Party out of any specific written obligationproperty, covenantassets or funds other than the Collateral and the rents, issues, profits, proceeds or agreement in respect to the Project made by any products of the Nonrecourse Persons; Collateral, and (d) nothing contained herein shall limit the liability any other property of any Person who is a party to any Project Document or has issued any certificate or other statement in connection therewith with respect to such liability as may arise by reason of the terms and conditions of such Project Document, certificate or statement, or otherwise, in each case under this clause (d) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 8 shall survive the termination of this Agreement and the full payment and performance of the Obligations hereunder and under the other Project DocumentsBorrower.

Scope of Liability. The Lender (a) Except as set forth in this Section 10.18, notwithstanding anything to the contrary in this Agreement, any other Loan Document or any other document, certificate or instrument executed by any Loan Party pursuant hereto or thereto, none of the Secured Parties shall have no any claims with respect to the transactions contemplated by hereunder or thereunder against the Project Documents against Parent or any Person of its Affiliates (other than the Borrower includingPledgor or the Borrower), but not limited toany present or future holder (whether direct or indirect) of any Equity Interests in any Loan Party (other than any such Equity Interests owned by another Loan Party), or, in the Panda International and the Luannan Government or case of any of their respective Affiliates (other than the Borrower) or direct or indirect parentsLoan Parties), or to the shareholders, officers, directors, employeesemployees representatives, controlling persons, executives or other controlling persons agents (collectively, the “Non-Recourse Persons”), such claims against such Non-Recourse Persons (including members as may arise by operation of the management committeelaw) of the Panda International and the Luannan Governmentbeing expressly waived hereby; provided, their respective Affiliates (other than the Borrower), or their direct or indirect parents (collectively the "Nonrecourse Persons"), subject to the exceptions set forth below in this Article 8; provided that (a) the foregoing provision of this Article 8 Section 10.18 shall not as to any Loan Party (i) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the indebtednessObligations, or of any of the terms, covenants, conditions, or provisions of this Agreement, Agreement or any other Financing Agreement Loan Document and the same shall continue (subject to clause (iv) below, but without personal liability of the Non-Recourse Persons) until fully paid, discharged, observed, or performed; (bii) constitute a waiver, release or discharge of any lien or security interest purported to be created pursuant to the foregoing provision Security Documents (or otherwise impair the ability of this Article 8 shall not any Secured Party to realize or foreclose upon any Collateral); (iii) limit or restrict the right of the LenderAdministrative Agent, to name the Borrower Collateral Agent or any other Person Secured Party (or any assignee, beneficiary or successor to any of them) to name any Loan Party or any other person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Financing AgreementLoan Document, or for injunction or specific performance, so long as no judgement judgment in the nature of a deficiency judgement judgment shall be enforced against any Nonrecourse PersonsNon-Recourse Person, except as set forth in other provisions of this Article 8Section 10.18; (civ) in any way limit or restrict any right or remedy of the foregoing provision Administrative Agent, the Collateral Agent or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of this Article 8 the Non-Recourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, fraudulent conveyance or misappropriation of revenues, profits or proceeds from or of the Project or any Collateral, that should or would have been paid as provided herein or paid or delivered to the Administrative Agent, the Collateral Agent or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Loan Document; or (v) affect or diminish in any way or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement in respect to the Project made by any of the Nonrecourse Persons; and Non-Recourse Persons (d) nothing contained herein shall limit or any security granted by the liability Non-Recourse Persons in support of the obligations of any Person who is a party to any Project Document person) under or has issued any certificate or other statement in connection therewith with respect to such liability any Loan Document (or as may arise by reason security for the Obligations of the terms and conditions of such Project Document, certificate or statement, or otherwise, in each case under this clause Borrower). (db) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 8 Section 10.18 shall survive the termination of this Agreement Agreement, the termination of all Commitments and the full payment and performance of the Obligations hereunder and under the other Project Loan Documents.

Scope of Liability. The Lender Except as otherwise expressly provided in this Agreement and the other Operative Documents (including the NEG Equity Guaranty, any other Equity Document, the NEG EPC Guaranties, the Millennium O&M Cost Contribution Agreement and the Other NEG Support Documents), each of the parties hereto (other than Borrower) (the "Non-Company Parties") agrees that all obligations of the Credit Parties under the Operative Documents shall be obligations solely of the Credit Parties, and each Non-Company Party shall have no claims with respect recourse only to the transactions contemplated by assets of the Project Documents against any Person other than the Borrower including, but not limited to, the Panda International Credit Parties in enforcing such obligations. Except as otherwise expressly provided in this Agreement and the Luannan Government other Operative Documents, each Non-Company Party hereby acknowledges and agrees that none of the members, partners or any shareholders of the Credit Parties, their respective Affiliates (other than the Borrower) and their past, present or direct or indirect parents, or to the shareholders, future officers, directors, employees, shareholders, agents or other controlling persons representatives (including members of the management committee) of the Panda International and the Luannan Governmentcollectively, their respective Affiliates (other than the Borrower), or their direct or indirect parents (collectively the "Nonrecourse PersonsParties"), subject ) shall have any liability to any Non-Company Party for the exceptions set forth below in this Article 8; provided that (a) payment of any sums now or hereafter owing by the foregoing provision of this Article 8 shall not constitute a waiver, release Credit Parties under the Operative Documents or discharge for the performance of any of the indebtednessobligations of the Credit Parties contained therein or shall otherwise be liable or responsible with respect thereto (such liability, including such as may arise by operation of law, being hereby expressly waived). Except as otherwise expressly provided in this Agreement and the other Operative Documents, if any Borrower Event of Default shall occur and be continuing or if any claim of any Non-Company Party against, or alleged liability to any Non-Company Party of, the Credit Parties shall be asserted under this Agreement or the other Operative Documents, each Non-Company Party agrees that it shall not have the right to proceed directly or indirectly against the Nonrecourse Parties or against their respective properties and assets for the satisfaction of any of the terms, covenants, conditions, or provisions of this Agreement, any other Financing Agreement and the same shall continue until fully paid, discharged, observed, or performed; (b) the foregoing provision of this Article 8 shall not limit or restrict the right obligations of the Lender, to name the Borrower or any other Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy Credit Parties under or with respect to this Agreement or the other Operative Documents or of any other Financing Agreement, such claim or liability or for injunction or specific performance, so long as no judgement in the nature of a any deficiency judgement shall be enforced against any Nonrecourse Persons, except as set forth in this Article 8; (c) the foregoing provision of this Article 8 shall not affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement judgment in respect to the Project made by of such obligation or any such claim or liability or for any deficiency judgment in respect of the Nonrecourse Persons; such obligation or any such claim or liability. The foregoing notwithstanding, it is expressly understood and (d) agreed that nothing contained herein shall limit the liability of any Person who is a party to any Project Document or has issued any certificate or other statement in connection therewith with respect to such liability as may arise by reason of the terms and conditions of such Project Document, certificate or statement, or otherwise, in each case under this clause (d) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 8 shall survive the termination of this Agreement be deemed to release any Nonrecourse Party from liability for its fraudulent actions or willful misconduct. The foregoing acknowledgments, agreements and the full payment and performance of the Obligations hereunder and under the other Project Documentswaiver shall be enforceable by any Nonrecourse Party.

Scope of Liability. The Except as set forth in this Article 9, notwithstanding anything in any Credit Document to the contrary, Lender shall have no recourse or claims with respect to the transactions contemplated by the Project Operative Documents against any Person other than the Borrower includingSponsor, but not limited to, the Panda International and the Luannan Government Pledgor or any of their respective Affiliates (other than the Borrower) or direct or indirect parents), or to the shareholders, officers, directorsdirectors or employees (collectively, employeesthe “Nonrecourse Persons”) and Lender’s recourse against Borrower and the Nonrecourse Persons shall be limited to the Collateral, the Project, all Project Revenues, all Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds, and all income or other controlling persons (including members revenues of the management committee) of the Panda International foregoing as and the Luannan Government, their respective Affiliates (other than the Borrower), or their direct or indirect parents (collectively the "Nonrecourse Persons"), subject to the exceptions set forth below extent provided herein and in this Article 8the Collateral Documents (which, for the avoidance of doubt, excludes the payments allowed to any Nonrecourse Person pursuant to the terms of any Credit Documents); provided provided, that (a) the foregoing provision of this Article 8 9 shall not in any way (a) constitute a waiver, release or discharge of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement, any other Financing Agreement Credit Document (and the same shall continue continue, but without personal liability to the Nonrecourse Persons, until fully paid, discharged, observed, or performed) or otherwise relieve any such Person from its obligations under the Credit Documents to which it is a party or shall preclude, restrict, reduce, limit or otherwise affect Lender’s rights, powers and remedies to enforce (or cause to be enforced) such obligations against such Person or such Person’s properties to the extent permitted by any Credit Document to which it is a party; (b) the foregoing provision of this Article 8 shall not limit limit, reduce, restrict or restrict the otherwise affect Lender’s right of the Lender, to name the Borrower or any other Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Financing AgreementCredit Document, or for injunction or specific performance, so long as no judgement judgment in the nature of a deficiency judgement judgment shall be enforced against any Nonrecourse PersonsPerson, except as set forth in this Article 89; (c) limit, reduce, restrict or otherwise affect any of Lender’s rights and remedies with respect to, and each of the foregoing provision of this Article 8 Nonrecourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any fraud, willful misrepresentation (which shall not include innocent or negligent misrepresentation), or misappropriation of Project Revenues, Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds or any other earnings, revenues, rents, issues, profits or proceeds from or of the Collateral, that should or would have been paid as provided herein or paid or delivered to Lender towards any payment required under any other Credit Document; (d) affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, representation, or agreement in respect to of the Project transactions contemplated by the Operative Documents made by any of the Nonrecourse PersonsPersons or any security granted by the Nonrecourse Persons in support of the obligations of such Persons under any Collateral Document (or as security for the obligations of Borrower), including Pledgor’s obligations, covenants, representations and agreements under the Pledge Agreement; and nor (de) nothing contained herein shall limit the liability of any Person who is a party to any Project Document or has issued any certificate or other statement in connection therewith with respect to such liability as may arise solely by reason of the terms and conditions of such Project Document (but subject to any limitation of liability in such Project Document, certificate or statement, or otherwise, in each case under this clause (d) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion). The limitations on recourse set forth in this Article 8 9 shall survive the termination of this Agreement and the full payment and performance of the Obligations hereunder and under the other Project DocumentsTermination.

Scope of Liability. The Lender Except as set forth in this Article 8, notwithstanding anything in this Agreement or the other Credit Documents to the contrary, the Lenders shall have no claims with respect to the transactions contemplated by the Project Operative Documents against any Person other than the Borrower including, but not limited to, the Panda International and the Luannan Government Sponsor or any of their respective its Affiliates (other than the Borrower and Riverside Borrower) or direct or indirect parents), or to the shareholders, officers, directorsdirectors or employees (collectively, employees, or other controlling persons (including members of the management committee) of the Panda International and the Luannan Government, their respective Affiliates (other than the Borrower), or their direct or indirect parents (collectively the "Nonrecourse Persons"), subject ) and the Lenders' recourse against Borrower and Riverside Borrower and the Nonrecourse Persons shall be limited to the exceptions set forth below Collateral, the Project, all Project Revenues, all Term Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds, and all income or revenues of the foregoing as and to the extent provided herein and in this Article 8the Collateral Documents; provided that (a) the foregoing provision of this Article 8 shall not (a) constitute a waiver, release or discharge of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement, Agreement or any other Financing Agreement Credit Document and the same shall continue (but without personal liability to the Nonrecourse Persons) until fully paid, discharged, observed, or performed; (b) the foregoing provision of this Article 8 shall not limit or restrict the right of the LenderAdministrative Agent, Collateral Agent, Issuing Bank or any Secured Party (or any assignee, beneficiary or successor to any of them) to name the Borrower, Riverside Borrower or any other Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Financing AgreementCollateral Document or Credit Document, or for injunction or specific performance, so long as no judgement judgment in the nature of a deficiency judgement judgment shall be enforced against any Nonrecourse PersonsPerson, except as set forth in this Article 8; (c) in any way limit or restrict any right or remedy of Administrative Agent, Collateral Agent, Issuing Bank or any Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the foregoing provision of this Article 8 Nonrecourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any fraud, willful misrepresentation (which shall not include innocent or negligent misrepresentation), or misappropriation of Project Revenues, Term Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds or any other earnings, revenues, rents, issues, profits or proceeds from or of the Collateral, that should or would have been paid as provided herein or paid or delivered to Administrative Agent, Collateral Agent, Issuing Bank or any Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Document; (d) affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement in respect to of the Project transactions contemplated by the Operative Documents made by any of the Nonrecourse PersonsPersons or any security granted by the Nonrecourse Persons in support of the obligations of such Persons under any Collateral Document (or as security for the obligations of Borrower) or the Pledge Agreement; and (de) nothing contained herein shall limit the liability of (i) any Person who is a party to any Project Document or has issued any certificate or other statement in connection therewith with respect to such liability as may arise by reason of the terms and conditions of such Project Document (but subject to any limitation of liability in such Project Document), certificate or statement, or otherwise(ii) any Person rendering a legal opinion pursuant to this Agreement (including Section 3.1.8 or the definition of Required HoldCo Transfer), in each case under this clause (de) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 8 shall survive the termination of this Agreement and the full payment and performance of the Obligations hereunder and under the other Project DocumentsTermination Date.

Scope of Liability. The Lender Except as set forth in this Article 9, notwithstanding anything in the Credit Agreement or the other Credit Documents to the contrary, the Banks shall have no claims with respect to the transactions contemplated by the Project Operative Documents against any Person other than the Borrower includingPartners, but not limited to, the Panda International and the Luannan Government Calpine or any of their respective Affiliates (other than the Borrower) or direct or indirect parents), or to the shareholders, officers, directors, employees, directors or other controlling persons (including members of the management committee) of the Panda International and the Luannan Government, their respective Affiliates (other than the Borrower), or their direct or indirect parents employees (collectively the "Nonrecourse Persons"), subject and the Banks' recourse against Borrower shall be limited to the exceptions set forth below in this Article 8Collateral, the Projects (and all portions thereof and rights or appurtenances thereto), all Project Revenues, all Proceeds, and all income or revenues of the foregoing; provided that (a) the foregoing provision of this Article 8 9 shall not constitute a waiver, release or discharge of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement, any other Financing Agreement Security Document or Credit Document and the same shall continue (but without personal liability to the Nonrecourse Person or to Borrower except as provided herein and therein) until fully paid, discharged, observed, or performed; (b) the foregoing provision of this Article 8 9 shall not limit or restrict the right of Administrative Agent and/or the LenderBanks (or any assignee, beneficiary or successor to any of them) to name the Borrower or any other Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Financing AgreementSecurity Document or Credit Document, or for injunction or specific performance, so long as no judgement judgment in the nature of a deficiency judgement judgment shall be enforced against any Nonrecourse PersonsPerson, and recourse to Borrower shall be limited as provided above, except as set forth in this Article 8; 9, (c) the foregoing provision of this Article 8 9 shall not in any way limit or restrict any right or remedy of Administrative Agent and/or the Banks (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Nonrecourse Persons and Borrower shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, or misappropriation of Project Revenues, Proceeds or any other earnings, revenues, rents, issues, profits or proceeds from or of the Collateral that should or would have been paid as provided herein or paid or delivered to Administrative Agent or any Bank (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Document; (d) the foregoing provision of this Article 9 shall not affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement in respect to the of any Project made by any of the Nonrecourse PersonsPersons or any security granted by the Nonrecourse Persons in support of the obligations of such persons under any Equity Document or as security for the obligations of Borrower; and (de) nothing contained herein shall limit the liability of (i) any Person who is a party to any Project Document or has issued any certificate or other statement in connection therewith with respect to such liability as may arise by reason of the terms and conditions of such Project Document (but subject to any limitation of liability in such Project Document), certificate or statement, or otherwise(ii) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (de) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The 100 115 limitations on recourse set forth in this Article 8 9 shall survive the termination of this Agreement and the full payment and performance of the Obligations hereunder and under the other Project Operative Documents.

Scope of Liability. The Lender Except as set forth in this Article 8, notwithstanding anything in this Agreement or the other Credit Documents to the contrary, none of the Secured Parties shall have no any claims with respect to the transactions contemplated by the Project Operative Documents against any Person other than the Borrower including, but not limited to, the Panda International and the Luannan Government Sponsor or any of their respective its Affiliates (other than the Borrower) or direct or indirect parentsBorrower Parties), or to the shareholders, officers, directorsdirectors or employees (collectively, employeesthe “Nonrecourse Persons”) and the Secured Parties’ recourse against Borrower Parties and the Nonrecourse Persons shall be limited to the Borrower Parties, the Collateral, the Projects, all Project Revenues, all Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds, and all income or other controlling persons (including members revenues of the management committee) of the Panda International foregoing as and the Luannan Government, their respective Affiliates (other than the Borrower), or their direct or indirect parents (collectively the "Nonrecourse Persons"), subject to the exceptions set forth below extent provided herein and in this Article 8the Collateral Documents; provided that (a) the foregoing provision of this Article 8 shall not (a) constitute a waiver, release or discharge of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement, Agreement or any other Financing Agreement Credit Document and the same shall continue (but without personal liability to the Nonrecourse Persons) until fully paid, discharged, observed, or performed; , (b) the foregoing provision of this Article 8 shall not limit or restrict the right of the LenderAdministrative Agent, Collateral Agent or any other Secured Party (or any assignee, beneficiary or successor to any of them) to name the any Borrower Party or any other Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Financing AgreementCollateral Document or Credit Document, or for injunction or specific performance, so long as no judgement judgment in the nature of a deficiency judgement judgment shall be enforced against any Nonrecourse PersonsPerson, except as set forth in this Article 8; , (c) in any way limit or restrict any right or remedy of Administrative Agent, Collateral Agent or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the foregoing provision of this Article 8 Nonrecourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any fraud, willful misrepresentation (which shall not include innocent or negligent misrepresentation), or misappropriation of Project Revenues, Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds or any other earnings, revenues, rents, issues, profits or proceeds from or of the Collateral, that should or would have been paid as provided herein or paid or delivered to Administrative Agent, Collateral Agent or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Document, (d) affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement in respect to of the Project transactions contemplated by the Operative Documents made by any of the Nonrecourse Persons; Persons or any security granted by the Nonrecourse Persons in support of the obligations of such Persons under any Collateral Document or Project Document (or as security for the obligations of Borrower Parties), or the Group Pledge and Security Agreement, or (de) nothing contained herein shall limit the liability of (i) any Person who is a party to any Project Document or has issued any certificate or other statement in connection therewith with respect to such liability as may arise by reason of the terms and conditions of such Project Document (but subject to any limitation of liability in such Project Document), certificate or statement, or otherwise(ii) any Person rendering a legal opinion pursuant to this Agreement (including Section 3.1.8), in each case under this clause (de) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 8 shall survive the termination of this Agreement Agreement, the termination of all Commitments and the Interest Rate Agreements to which any Secured Party is a party and the indefeasible payment in full payment in cash and performance in full of the Borrower’s Obligations hereunder and under the other Project Operative Documents.

Scope of Liability. The Lender Banks shall have no claims with respect to the transactions contemplated by the Project Operative Documents against any Person other than the Borrower includingPartners, but not limited to, the Panda International and the Luannan Government Shareholders or any of their respective Affiliates (other than the Borrower) or direct or indirect parents), or to the shareholders, officers, directors, employees, directors or other controlling persons (including members of the management committee) of the Panda International and the Luannan Government, their respective Affiliates (other than the Borrower), or their direct or indirect parents employees (collectively the "Nonrecourse Persons"), subject to the exceptions set forth below in this Article 8; provided that (a) the foregoing provision of this Article 8 9 shall not constitute a waiver, release or discharge of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement, any other Financing Agreement Security Document or Credit Document and the same shall continue (but without personal liability to the Nonrecourse Person) until fully paid, discharged, observed, or performed; (b) the foregoing provision of this Article 8 9 shall not limit or restrict the right of the LenderAgent and/or the Banks or Hedge Banks (or any assignee, beneficiary or successor to any of them) to name the Borrower or any other Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Financing AgreementSecurity Document or Credit Document, or for injunction or specific performance, so long as no judgement judgment in the nature of a deficiency judgement judgment shall be enforced against any Nonrecourse PersonsPerson, except as set forth in this Article 8; 9, (c) the foregoing provision of this Article 8 9 shall not in any way limit or restrict any right or 92 105 remedy of Agent and/or the Banks (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Nonrecourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, or misappropriation of Project Revenues, Proceeds or any other earnings, revenues, rents, issues, profits or proceeds from or of the Collateral that should or would have been paid as provided herein or paid or delivered to Agent or any Bank (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Document; (d) the foregoing provision of this Article 9 shall not affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement in respect to of the Project made by any of the Nonrecourse PersonsPersons or any security granted by the Nonrecourse Persons in support of the obligations of such persons under any Equity Document or as security for the obligations of the Borrower; and (de) nothing contained herein shall limit the liability of (i) any Person who is a party to any Project Document or has issued any certificate or other statement in connection therewith with respect to such liability as may arise by reason of the terms and conditions of such Project Document (but subject to any limitation of liability in such Project Document), certificate or statement, or (ii) any Person rendering a legal opinion pursuant to Section 3.1.8, or otherwise, in each case under this clause (de) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 8 9 shall survive the termination of this Agreement and the full payment and performance of the Obligations hereunder and under the other Project Operative Documents.

Scope of Liability. The Lender shall have no claims with respect Notwithstanding any other provision of the Credit Documents (but subject to the transactions contemplated by the Project Documents last sentence of this Article X), there shall be no recourse against any Person other than the Borrower including, but not limited to, the Panda International and the Luannan Government Member or any of their respective Affiliates (other than the Borrower) or direct or indirect parentsexcept an Obligor), or to the shareholdersstockholders, members, partners or other owners, officers, directorsdirectors or employees of any of them (each, employeesa “Non-Recourse Party”), for any liability to the Lenders arising under this Credit Agreement or any other controlling persons Credit Document, and the Lenders shall look solely to the Obligors (including members but not to any Non-Recourse Party except to the extent of any distributions from Borrower made by Borrower in violation of this Credit Agreement) and the Collateral and the rents, issues, profits, proceeds and products of the management committee) of Collateral in enforcing rights and obligations under and in connection with the Panda International Credit Documents. Notwithstanding the foregoing, it is expressly understood and the Luannan Government, their respective Affiliates (other than the Borrower), or their direct or indirect parents (collectively the "Nonrecourse Persons"), subject to the exceptions set forth below agreed that nothing contained in this Article 8; provided that X shall be deemed to (ai) the foregoing provision of this Article 8 shall not constitute a waiver, release or discharge of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement, any other Financing Agreement and the same shall continue until fully paid, discharged, observed, or performed; (b) the foregoing provision of this Article 8 shall not limit or restrict any right or remedy of the Lenders (or any assignee or beneficiary thereof or successor thereto), including the right of the Lender, to name the Borrower an Obligor or any other Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or foreclosure, with respect to, and each Obligor and all of the Non-Recourse Parties described above shall remain fully liable to this Agreement the extent that such Person would otherwise be liable for its own actions with respect to, any fraud, willful misconduct or gross negligence; (ii) limit in any respect the enforceability against the parties thereto (including the Non-Recourse Parties), the Collateral Documents, any Liens thereunder or any other Financing Agreement, or for injunction or specific performance, so long as no judgement Operative Document in the nature of a deficiency judgement shall be enforced against any Nonrecourse Persons, except as set forth in this Article 8accordance with their respective terms; (ciii) the foregoing provision of this Article 8 shall not affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenantof the Indebtedness, or agreement in respect to the Project made by any of the Nonrecourse Persons; terms, covenants, conditions or provisions of this Credit Agreement, the Notes, any Collateral Documents or any other Credit Documents, and the same shall continue until the Commitments have been terminated and all Obligations have been fully paid, discharged, observed or performed, or (div) nothing contained herein shall limit the release any legal consultant in its capacity as such from liability on account of any Person who is a party to any Project Document or has issued any certificate or other statement legal opinion rendered in connection therewith with respect to such liability as may arise by reason of the terms and conditions of such Project Document, certificate or statement, or otherwise, in each case under this clause (d) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 8 shall survive the termination of this Agreement and the full payment and performance of the Obligations hereunder and under the other Project Documentstransactions contemplated hereby.

Scope of Liability. The Lender Except as set forth in this Article 8, notwithstanding anything in the Credit Agreement or the other Credit Documents to the contrary, Secured Parties shall have no claims with respect to the transactions contemplated by the Project Operative Documents against the Member, any Person other than the Borrower includingAffiliate Pledgor, but not limited to, the Panda International and the Luannan Government NRG Energy or any of their respective Affiliates (other than the Borrower) or direct or indirect parentsPortfolio Entities), or to the shareholders, officers, directors, employees, directors or other controlling persons (including members of the management committee) of the Panda International and the Luannan Government, their respective Affiliates (other than the Borrower), or their direct or indirect parents employees (collectively the "Nonrecourse Persons"), subject to the exceptions set forth below in this Article 8; provided that (a) the foregoing provision of this Article 8 shall not (a) constitute a waiver, release or discharge of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement, any other Financing Agreement Collateral Document or Credit Document and the same shall continue (but without personal liability to any Nonrecourse Person except as provided herein and therein) until fully paid, discharged, observed, or performed; , (b) the foregoing provision of this Article 8 shall not limit or restrict the right of the LenderAdministrative Agent and/or any Secured Party (or any assignee, beneficiary or successor to any of them) to name the Borrower Portfolio Entities or any other Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Financing AgreementCollateral Document or Credit Document, or for injunction or specific performance, so long as no judgement judgment in the nature of a deficiency judgement judgment shall be enforced against any Nonrecourse PersonsPerson, except as set forth in this Article 8; , (c) limit or restrict any right or remedy of Administrative Agent and/or any Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the foregoing provision of this Article 8 Nonrecourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, or misappropriation of Project Revenues, Proceeds or any other earnings, revenues, rents, issues, profits or proceeds from or of the Collateral that should or would have been paid as provided herein or paid or delivered to Administrative Agent or any Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Document, (d) affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement in respect to the Project made by any of the Nonrecourse Persons; Persons or any security granted by the Nonrecourse Persons in support of the obligations of such Persons under any Collateral Document or Equity Document or as 105 118 security for the obligations of the Portfolio Entities, and (de) nothing contained herein shall limit the liability of (i) any Person who is a party to any Project Document or and has issued any certificate or other statement in connection therewith with respect to such liability as may arise by reason of the terms and conditions of such Project Document (but subject to any limitation of liability in such Project Document), certificate or statement, (ii) any Person rendering a legal opinion pursuant to this Agreement or otherwise(iii) NRG Energy under the NRG Energy Equity Undertaking, in each case under this clause (de) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 8 shall survive the termination of this Agreement Agreement, the termination of all Commitments, and the full payment and performance of the Obligations hereunder and under the other Project Operative Documents.

Scope of Liability. The Lender shall have no claims with respect Notwithstanding any other provision of the Loan Documents (but subject to the transactions contemplated by the Project Documents last sentence of this Section 13.18), there shall be no recourse against any Person other than the Borrower including, but not limited to, the Panda International and the Luannan Government Sponsor or any of their its respective Affiliates (other than the Borrower) or direct or indirect parents, or to the shareholders, officers, directors, employees, or other controlling persons (including members of the management committee) of the Panda International and the Luannan Government, their respective Affiliates (other than except the Borrower), or their direct the members or indirect parents other owners, officers, directors or employees of any of them (collectively the "Nonrecourse Persons"each, a “Non-Recourse Party”), subject for any liability to the exceptions set forth below Administrative Agent and/or the Lenders arising in connection with any breach or default under this Article 8Agreement except to the extent the same is enforced against the Borrower and the Collateral and the rents, issues, profits, proceeds and products of the Collateral, and the Lenders shall look solely to the Borrower (but not to any Non-Recourse Party or to any distributions received by any Non-Recourse Party pursuant to the terms of this Agreement except as provided herein and in the other Loan Documents) and the Collateral and the rents, issues, profits, proceeds and products of the Collateral in enforcing rights and obligations under and in connection with the Loan Documents; provided that (a) the foregoing provision provisions of this Article 8 Section 13.18 shall not constitute a waiver, release or discharge of any of the indebtednessIndebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement, Agreement or any other Financing Agreement Loan Document (but without personal liability to the Non-Recourse Parties except as provided herein and therein), and the same shall continue until the Commitments have been terminated and all Obligations have been fully paid, discharged, observed, or performed; (b) the foregoing provision provisions of this Article 8 Section 13.18 shall not limit or restrict the right of Administrative Agent and/or the Lender, Lenders to name the Borrower or any other Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Financing AgreementLoan Document, or otherwise, or for injunction or specific performance, so long as no judgement judgment in the nature of a deficiency judgement judgment shall be enforced against any Nonrecourse PersonsNon-Recourse Party out of any property, except as set forth in this Article 8assets or funds other than the Collateral and the rents, issues, profits, proceeds or products of the Collateral, and any other property of the Borrower; and (c) the foregoing provision provisions of this Article 8 Section 13.18 shall not affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement in respect to the Project made by any of the Nonrecourse Persons; Non-Recourse Parties or any security granted by the Non-Recourse Parties in support of the obligations of such Persons under any guarantee or any security granted by the Non-Recourse Parties in support of the obligations of such Persons of the obligations of the Borrower. Notwithstanding the foregoing, it is expressly understood and (d) agreed that nothing contained herein in this Section 13.18 shall be deemed to (i) limit or restrict any right or remedy of the liability Administrative Agent and/or the Lenders (or any assignee or beneficiary thereof or successor thereto) with respect to, and the Borrower and all of any the other Persons described above shall remain fully liable to the extent that such Person who is a party to any Project Document or has issued any certificate or other statement in connection therewith would otherwise be liable for its own actions with respect to such liability as may arise by reason any fraud, willful misconduct or gross negligence or (ii) limit in any respect the enforceability against the Borrower of the terms and conditions of such Project Document, certificate or statement, or otherwise, Loan Documents in each case under this clause (d) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 8 shall survive the termination of this Agreement and the full payment and performance of the Obligations hereunder and under the other Project Documentsaccordance with their respective terms.

Scope of Liability. The Lender Except as set forth in this Article 8, notwithstanding anything in this Agreement or the other Credit Documents to the contrary, the Lenders shall have no claims with respect to the transactions contemplated by the Project Operative Documents against any Person other than the Borrower including, but not limited to, the Panda International and the Luannan Government Sponsor or any of their respective its Affiliates (other than Borrower and the Borrower) or direct or indirect parentsPledgor), or to the shareholders, officers, directorsdirectors or employees (collectively, employees, or other controlling persons (including members of the management committee) of the Panda International and the Luannan Government, their respective Affiliates (other than the Borrower), or their direct or indirect parents (collectively the "Nonrecourse Persons"), subject ) and the Lenders' recourse against Borrower and the Pledgor and the Nonrecourse Persons shall be limited to the exceptions set forth below Collateral, the Project, all Project Revenues, all Term Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds, and all income or revenues of the foregoing as and to the extent provided herein and in this Article 8the Collateral Documents; provided that (a) the foregoing provision of this Article 8 shall not (a) constitute a waiver, release or discharge of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement, Agreement or any other Financing Agreement Credit Document and the same shall continue (but without personal liability to the Nonrecourse Persons) until fully paid, discharged, observed, or performed; (b) the foregoing provision of this Article 8 shall not limit or restrict the right of the LenderAdministrative Agent, Collateral Agent or any Secured Party (or any assignee, beneficiary or successor to any of them) to name Borrower, the Borrower Pledgor or any other Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Financing AgreementCollateral Document or Credit Document, or for injunction or specific performance, so long as no judgement judgment in the nature of a deficiency judgement judgment shall be enforced against any Nonrecourse PersonsPerson, except as set forth in this Article 8; (c) in any way limit or restrict any right or remedy of Administrative Agent, Collateral Agent or any Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the foregoing provision of this Article 8 Nonrecourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any fraud, willful misrepresentation (which shall not include innocent or negligent misrepresentation), or misappropriation of Project Revenues, Term Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds or any other earnings, revenues, rents, issues, profits or proceeds from or of the Collateral, that should or would have been paid as provided herein or paid or delivered to Administrative Agent, Collateral Agent or any Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Document; (d) affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement in respect to of the Project transactions contemplated by the Operative Documents made by any of the Nonrecourse PersonsPersons or any security granted by the Nonrecourse Persons in support of the obligations of such Persons under any Collateral Document (or as security for the obligations of Borrower), or the Pledge Agreement; and (de) nothing contained herein shall limit the liability of (i) any Person who is a party to any Project Document or has issued any certificate or other statement in connection therewith with respect to such liability as may arise by reason of the terms and conditions of such Project Document (but subject to any limitation of liability in such Project Document), certificate or statement, or otherwise(ii) any Person rendering a legal opinion pursuant to this Agreement (including Section 3.1.8 or the definition of Required HoldCo Transfer), in each case under this clause (de) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 8 shall survive the termination of this Agreement Agreement, the termination of the Total Term Loan Commitment and the Interest Rate Agreements to which any Secured Party is a party and the indefeasible payment in full payment in cash and performance in full of the Obligations hereunder and under the other Project Operative Documents.

Scope of Liability. The Lender Except as provided herein and in any other Transaction Document to which any Non-Recourse Party is a party, there shall have be no claims with respect to recourse against the transactions contemplated by the Project Documents against any Person other than the Borrower including, but not limited to, the Panda International and the Luannan Government Pledgor or any of their respective its Affiliates (other than except the Borrower) or direct or indirect parentsBorrowers), or to the shareholdersstockholders or other owners, officers, directorsdirectors or employees of any of them (each, employeesa “Non-Recourse Party”), for any liability to the Lenders arising in connection with any breach or other controlling persons default under this Agreement, and the Lenders shall look solely to the Borrowers (including members but not to any Non-Recourse Party or to any distribution received by any Non-Recourse Party in compliance with the terms of the management committee) Financing Documents), the Collateral and the rents, issues, profits, proceeds and products of the Panda International Collateral, in enforcing rights and obligations under and in connection with the Luannan Government, their respective Affiliates (other than the Borrower), or their direct or indirect parents (collectively the "Nonrecourse Persons"), subject to the exceptions set forth below in this Article 8Financing Documents; provided that (a) the foregoing provision provisions of this Article 8 Section 8.21 shall not constitute a waiver, release or discharge of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement, the Notes any other Financing Agreement Document (but without personal liability to the Non-Recourse Parties except as provided herein and therein), and the same shall continue until fully paid, discharged, observed, or performedthe Discharge Date; (b) the foregoing provision provisions of this Article 8 Section 8.21 shall not limit or restrict the right of the Lender, any Senior Secured Party to name the any Borrower or any other Person (including any Non-Recourse Party) as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Financing AgreementDocument, or otherwise, or for injunction or specific performance, so long as (subject to the last sentence of this Section 8.21) no judgement judgment in the nature of a deficiency judgement judgment shall be enforced against any Nonrecourse PersonsNon-Recourse Party out of any property, except as set forth in this Article 8assets or funds other than the Collateral and the rents, issues, profits, proceeds or products of the Collateral, and any other property or assets of any Borrower; (c) the foregoing provision provisions of this Article 8 Section 8.21 (including this proviso) shall not affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement in respect to the Project made by any of the Nonrecourse PersonsNon-Recourse Parties or any security granted by any of the Non-Recourse Parties in support of the obligations of such Persons under any guarantee or similar undertaking or as security for the obligations of any Borrower; and (d) nothing contained herein the foregoing provisions of this Section 8.21 shall limit the liability not constitute a waiver of any Person who is a party to of the terms, covenants, conditions, or provisions of any Project Document (but without personal liability to the Non-Recourse Parties except as provided herein and therein), and shall not limit or has issued restrict the right of any certificate Senior Secured Party under any Project Document, to the extent provided therein or in any other statement Transaction Document, to name any Borrower or any other Person (including any Non-Recourse Party) party to such Project Document as a defendant in connection therewith any action or suit for the exercise of remedies under or with respect to such liability as may arise by reason of the terms and conditions of any such Project Document, certificate or statementfor injunction or specific performance thereunder. Notwithstanding the foregoing, or otherwise, in each case under this clause (d) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth it is expressly understood and agreed that nothing contained in this Article 8 Section 8.21 shall survive be deemed to (i) limit or restrict any right or remedy of the termination Senior Secured Parties (or any assignee or beneficiary thereof or successor thereto) with respect to (and the Pledgor shall remain fully liable for) any breach, default, fraud or willful misconduct by the Pledgor; or (ii) limit in any respect the enforceability against the Pledgor of this Agreement and the full payment and performance of the Obligations hereunder and under the other Project Documentsin accordance with its terms.

Scope of Liability. The Lender Except as set forth in this Article 10, notwithstanding anything in any Credit Document to the contrary (excluding Section 8.22 of the Pledge Agreement), the Secured Parties shall have no recourse or claims with respect to the transactions contemplated by the Project Operative Documents against any Person other than the Borrower includingPledgor, but not limited to, the Panda International and the Luannan Government Sponsor or any of their respective Affiliates (other than the Borrower) or direct or indirect parents), or to the shareholders, officers, directorsdirectors or employees (collectively, employeesthe “Nonrecourse Persons”) and the Secured Parties’ recourse against Borrower and the Nonrecourse Persons shall be limited to the Collateral, the Project, all Project Revenues, all Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds, and all income or other controlling persons (including members revenues of the management committeeforegoing as and to the extent provided herein and in the Collateral Documents (which, for the avoidance of doubt, excludes the payments allowed to any Nonrecourse Person pursuant to the terms of any Credit Document, including pursuant to Section 5.1.1(b) of the Panda International and the Luannan Governmentthis Agreement); provided, their respective Affiliates (other than the Borrower), or their direct or indirect parents (collectively the "Nonrecourse Persons"), subject to the exceptions set forth below in this Article 8; provided that (a) the foregoing provision of this Article 8 10 shall not in any way (a) constitute a waiver, release or discharge of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement, any other Financing Agreement Credit Document (and the same shall continue continue, but without liability to the Nonrecourse Persons, until fully paid, discharged, observed, or performed) or otherwise relieve any such Person from its obligations under the Credit Documents to which it is a party or shall preclude, restrict, reduce, limit or otherwise affect the rights, powers and remedies of the Secured Parties to enforce (or cause to be enforced) such obligations against such Person or such Person’s properties to the extent permitted by any Credit Document; (b) the foregoing provision of this Article 8 shall not limit limit, reduce, restrict or restrict otherwise affect the right of the Lenderany Secured Party (or any assignee, beneficiary or successor to any of them) to name the Borrower or any other Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Financing AgreementCredit Document, or for injunction or specific performance, so long as no judgement judgment in the nature of a deficiency judgement judgment shall be enforced against any Nonrecourse PersonsPerson, except as set forth in this Article 810; (c) limit, reduce, restrict or otherwise affect any right or remedy of any Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the foregoing provision Nonrecourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any fraud, willful misrepresentation, or misappropriation of this Article 8 shall not Project Revenues, Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds or any other earnings, revenues, rents, issues, profits or proceeds from or of the Collateral, that should or would have been paid as provided herein or paid or delivered to any Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under any other Credit Document; (d) affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, representation or agreement in respect to of the Project transactions contemplated by the Operative Documents made by any of the Nonrecourse PersonsPersons or any security granted by the Nonrecourse Persons in support of the obligations of such Persons under any Collateral Document (or as security for the obligations of Borrower), including Pledgor’s obligations, covenants, representations and agreements under the Pledge Agreement; and (de) nothing contained herein shall limit the liability of any Person who is a party to any Project Document or has issued any certificate or other statement in connection therewith with respect to such liability as may arise solely by reason of the terms and conditions of such Project Document (but subject to any limitation of liability in such Project Document), certificate or statement, or otherwise, in each case under this clause (d) statement relating solely to such liability of such Person as may arise under such referenced agreement, instrument agreement or opinioninstrument. The limitations on recourse set forth in this Article 8 10 shall survive the termination of this Agreement Agreement, the termination of all Commitments and the full payment and performance in full of the Obligations hereunder and under the other Project DocumentsObligations.

Scope of Liability. The Lender Except as set forth in this Article Fifteen, notwithstanding anything in this Indenture or the other Financing Documents to the contrary, the Holders shall have no claims with respect to the transactions contemplated by the Project Operative Documents against any Person other than the Borrower including, but not limited to, the Panda International and the Luannan Government NRG Energy or any of their respective its Affiliates (other than the Borrower) or direct or indirect parentsFinancing Parties), or to the shareholders, officers, directorsdirectors or employees (collectively, employees, or other controlling persons (including members of the management committee) of the Panda International and the Luannan Government, their respective Affiliates (other than the Borrower), or their direct or indirect parents (collectively the "Nonrecourse Persons"), subject to the exceptions set forth below in this Article 8; provided that (a) the foregoing provision of this Article 8 Fifteen shall not (a) constitute a waiver, release or discharge of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement, Indenture or any other Financing Agreement Document and the same shall continue (but without personal liability to any Nonrecourse Person except as provided herein and therein) until fully paid, discharged, observed, or performed; , (b) the foregoing provision of this Article 8 shall not limit or restrict the right of the Lenderany Holder (or any assignee, beneficiary or successor to any of them) to name the Borrower Company, any Project Company or any other Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement Indenture or any other Financing AgreementDocument, or for injunction or specific performance, so long as no judgement judgment in the nature of a deficiency judgement judgment shall be enforced against any Nonrecourse PersonsPerson, except as set forth in this Article 8; Fifteen, (c) limit or restrict any right or remedy of any Holder (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the foregoing provision of this Article 8 Nonrecourse Persons shall remain fully liable to the extent that such Person would otherwise be liable for its own actions with respect to, any fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, or misappropriation of Project Revenues or any other earnings, revenues, rents, issues, profits or proceeds from or of the Collateral that should or would have been paid as provided herein or paid or delivered to any Holder (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Indenture or any other Financing Document, (d) affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement in respect to the Project made by any of the Nonrecourse Persons; Persons or any security granted by the Nonrecourse Persons in support of the obligations of such Persons under any Financing Document or as security for the obligations of the Company and the Project Companies, and (de) nothing contained herein shall limit the liability of (i) any Person who is a party to any Project Document or and has issued any certificate or other statement in connection therewith with respect to such liability as may arise by reason of the terms and conditions of such Project Document (but subject to any limitation of liability in such Project Document), certificate or statement, (ii) any Person rendering a legal opinion pursuant to this Indenture or otherwise(iii) NRG Energy or any Acceptable Assignee under or pursuant to the Contingent Guaranty Agreement, in each case under this clause (de) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 8 Fifteen shall survive the termination of this Agreement Indenture and the full payment and performance of the Obligations obligations hereunder and under the other Project Financing Documents.

Scope of Liability. The Lender shall have no claims with respect to the transactions contemplated by the Project Financing Agreements or the Facility Documents against any Person other than the Borrower including, but not limited to, the Panda International and the Luannan Government or any of their respective Affiliates (other than the Borrower) or direct or indirect parents, or to the shareholders, officers, directors, employees, or other controlling persons (including members of the management committee) of the Panda International and the Luannan Government, their respective Affiliates (other than the Borrower), or their direct or indirect parents (collectively the "Nonrecourse Persons"), subject to the exceptions set forth below in this Article 8; provided that (a) the foregoing provision of this Article 8 shall not constitute a waiver, release or discharge of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement, any other Financing Agreement and the same shall continue until fully paid, discharged, observed, or performed; (b) the foregoing provision of this Article 8 shall not limit or restrict the right of the Lender, to name the Borrower or any other Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Financing Agreement, or for injunction or specific performance, so long as no judgement in the nature of a deficiency judgement shall be enforced against any Nonrecourse Persons, except as set forth in this Article 8; (c) the foregoing provision of this Article 8 shall not affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement in respect to the Project Facility made by any of the Nonrecourse Persons; and (d) nothing contained herein shall limit the liability of any Person who is a party to any Project Facility Document or has issued any certificate or other statement in connection therewith with respect to such liability as may arise by reason of the terms and conditions of such Project Facility Document, certificate or statement, or otherwise, in each case under this clause (d) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 8 shall survive the termination of this Agreement and the full payment and performance of the Obligations hereunder and under the other Project Facility Documents.

Scope of Liability. The Lender Except as set forth in this Article 8, notwithstanding anything in this Agreement or the other Credit Documents to the contrary, the Lenders, the Hedge Banks and the LC Issuer shall have no claims with respect to the transactions contemplated by the Project Operative Documents against any Person other than the Borrower including, but not limited to, the Panda International and the Luannan Government Sponsor or any of their respective its Affiliates (other than the Borrower) or direct or indirect parentsBorrower Parties), or to the shareholders, officers, directorsdirectors or employees (collectively, employees, or other controlling persons (including members of the management committee) of the Panda International and the Luannan Government, their respective Affiliates (other than the Borrower), or their direct or indirect parents (collectively the "Nonrecourse Persons")) and the Lenders', subject the Hedge Banks' and the LC Issuer's recourse against Borrower Parties and the Nonrecourse Persons shall be limited to the exceptions set forth below Collateral, the Projects, all Project Revenues, all Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds, and all income or revenues of the foregoing as and to the extent provided herein and in this Article 8the Collateral Documents; provided that (a) the foregoing provision of this Article 8 shall not (a) constitute a waiver, release or discharge of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement, Agreement or any other Financing Agreement Credit Document and the same shall continue (but without personal liability to the Nonrecourse Persons) until fully paid, discharged, observed, or performed; , (b) the foregoing provision of this Article 8 shall not limit or restrict the right of the LenderAdministrative Agent, Collateral Agent or any Secured Party (or any assignee, beneficiary or successor to any of them) to name the any Borrower Party or any other Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or any other Financing AgreementCollateral Document or Credit Document, or for injunction or specific performance, so long as no judgement judgment in the nature of a deficiency judgement judgment shall be enforced against any Nonrecourse PersonsPerson, except as set forth in this Article 8; , (c) in any way limit or restrict any right or remedy of Administrative Agent, Collateral Agent or any Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the foregoing provision of this Article 8 Nonrecourse Persons shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any fraud, willful misrepresentation (which shall not include innocent or negligent misrepresentation), or misappropriation of Project Revenues, Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds or any other earnings, revenues, rents, issues, profits or proceeds from or of the Collateral, that should or would have been paid as provided herein or paid or delivered to Administrative Agent, Collateral Agent or any Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Document, (d) affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, or agreement in respect to of the Project transactions contemplated by the Operative Documents made by any of the Nonrecourse Persons; Persons or any security granted by the Nonrecourse Persons in support of the obligations of such Persons under any Collateral Document or Project Document (or as security for the obligations of Borrower Parties), or the Group Pledge and Security Agreement, or (de) nothing contained herein shall limit the liability of (i) any Person who is a party to any Project Document or has issued any certificate or other statement in connection therewith with respect to such liability as may arise by reason of the terms and conditions of such Project Document (but subject to any limitation of liability in such Project Document), certificate or statement, or otherwise(ii) any Person rendering a legal opinion pursuant to this Agreement (including Section 3.1.8, 3.2.11, 3.3.8 or 7.1.11), in each case under this clause (de) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 8 shall survive the termination of this Agreement Agreement, the termination of all Commitments and the Interest Rate Agreements to which any Secured Party is a party and the indefeasible payment in full payment in cash and performance in full of the Borrower's Obligations hereunder and under the other Project Operative Documents.